CUMULUS MEDIA INC
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2016
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission file number 00-24525
Cumulus Media Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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36-4159663
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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3280 Peachtree Road, N.W.
Suite 2300
Atlanta, GA 30305
(404) 949-0700
(Address, including zip code, and telephone number, including area code, of registrant’s principal offices)
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $.01 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
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No
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
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No
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
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No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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No
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The aggregate market value of the registrant’s outstanding voting and non-voting common stock held by non-affiliates of the registrant (assuming, solely for the purposes hereof, that all officers and directors (and their respective affiliates), and 10% or greater stockholders of the registrant are affiliates of the registrant, some of whom may not be deemed to be affiliates upon judicial determination) as of June 30, 2016, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately
$38.0 million
.
As of
March 9, 2017
, the registrant had outstanding
29,306,374
shares of common stock consisting of (i)
29,225,765
shares of Class A common stock; and (ii)
80,609
shares of Class C common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement relating to its 2017 annual meeting of stockholders (the “2017 Proxy Statement”), to be filed with the Securities and Exchange Commission, are incorporated by reference in Part III, Items 10 to 14 of this Annual Report on Form 10-K as indicated herein.
CUMULUS MEDIA INC.
ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended
December 31, 2016
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2
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Item 1.
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Business
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Description of Certain Definitions and Data
In this Annual Report on Form 10-K (this “Form 10-K” or this “Report”) the terms “Company,” “Cumulus,” “we,” “us,” and “our” refer to Cumulus Media Inc. and its consolidated subsidiaries.
We use the term “local marketing agreement” (“LMA”) in this Report. In a typical LMA, the licensee of a radio station makes available, for a fee and reimbursement of its expenses, airtime on its station to a party which supplies programming to be broadcast during that airtime, and collects revenues from advertising aired during such programming. In addition to entering into LMAs, we from time to time enter into management or consulting agreements that provide us with the ability, as contractually specified, to assist current owners in the management of radio station assets, subject to Federal Communications Commission (“FCC”) approval. In such arrangements, we generally receive a contractually specified management fee or consulting fee in exchange for the services provided.
Unless otherwise indicated, as disclosed herein we:
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•
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obtained total radio industry listener and revenue levels from the Radio Advertising Bureau;
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derived historical market revenue statistics and market revenue share percentages from data published by Miller Kaplan, Arase LLP, a public accounting firm that specializes in serving the broadcasting industry and BIA/Kelsey (“BIA”), a media and telecommunications advisory services firm; and
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•
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derived all audience share data and audience rankings, including ranking by population, from surveys of people ages 12 and over, listening Monday through Sunday, 6 a.m. to 12 midnight, as reported in the Nielsen Audio Market Report.
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Company Overview
A leader in the radio broadcasting industry, Cumulus Media (NASDAQ:CMLS) combines high-quality local programming with iconic, nationally syndicated media, sports and entertainment brands to deliver premium content choices to the
245 million
people reached each week through our approximately
445
owned-and-operated stations broadcasting in
90
U.S. media markets (including eight of the top 10), more than
8,200
broadcast radio stations affiliated with its Westwood One network and numerous digital channels. Together, the Cumulus/Westwood One platforms make Cumulus Media one of the few media companies that can provide advertisers with national reach and local impact. Cumulus/Westwood One is the exclusive radio broadcast partner to some of the largest brands in sports, entertainment, news, and talk, including the NFL, the NCAA, the Masters, the Olympics, the GRAMMYs, the Academy of Country Music Awards, the American Music Awards, the Billboard Music Awards, Westwood One News, and more. Additionally, it is the nation's leading provider of country music and lifestyle content through its NASH brand, which serves country fans nationwide through radio programming, exclusive digital content, and live events.
We are a Delaware corporation, organized in 2002, and successor by merger to an Illinois corporation with the same name that was organized in 1997.
Strategic Overview
Our initial historical strategic focus was on mid-sized radio markets in the United States, as we believed that the attractive operating characteristics of mid-sized markets, together with the relaxation of radio station ownership limits under the Telecommunications Act of 1996 (the “Telecom Act”) and FCC rules, created significant opportunities for growth from the formation of groups of radio stations within these markets. We focused on acquiring groups of stations in attractive markets at favorable purchase prices, taking advantage of the size and fragmented nature of ownership in those markets and the greater attention historically given to larger markets by radio station acquirers.
Our strategy has evolved as we have recognized that large radio markets can provide an attractive combination of scale, stability and opportunity for future growth, particularly for emerging digital advertising initiatives. According to BIA, many of these markets typically have per capita and household income, and expected household effective buying income growth, in excess of the national average, which we believe makes radio broadcasters in these markets attractive to a broad base of advertisers, and allows a radio broadcaster to reduce its dependence on any one economic sector or specific advertiser. Our
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operating strategy is based upon the following principles that we expect will continue to position us for future growth and increases in stockholder value:
Focus on unique brands
.
We view each of our radio stations and content assets as a unique brand that serves a local and distinct community of listeners. Our business model is designed to offer local businesses access to each of our stations’ communities of listeners through the sale of advertising time. We endeavor to create demand through strategic investments to drive ratings growth. As we continue to seek to grow, we believe this focused model will continue to be scalable, allowing us to continue to provide a high level of service to our advertisers and further expand our advertiser base.
Enhance operating performance across our portfolio of radio stations to drive efficiencies
.
Our business is designed to drive sales growth and reduce costs at each radio station. By focusing on performing the day-to-day operations of the company efficiently and ensuring that our employees' efforts are effectively and consistently directed and supported, we believe we are much better positioned to achieve positive results and drive growth.
Competitive Strengths
We believe our success is, and future performance will be, directly related to the following combination of strengths that will enable us to implement our strategies:
A leader in the radio broadcasting industry with a broad national reach
.
Currently, we offer advertisers access to a broad portfolio of approximately
445
stations, comprised of 16 large market and 74 small and mid-sized market stations in
90
United States media markets. Our stations cover a wide variety of programming formats, geographic regions, audience demographics and advertising clients. We believe this scale and diversity allows us to offer advertisers the ability to customize advertising campaigns on a national, regional and local basis through broadcast, digital and mobile mediums, enabling us to compete effectively with other media and engage listeners whenever, wherever they are.
We are one of the largest radio advertising and content providers in the United States. With more than
8,200
radio broadcast affiliations, our radio station platform reaches approximately 245 million listeners a week, and provides a national platform to more effectively and efficiently compete for national advertising dollars. In addition, this national network platform provides access to targeted and more diverse demographics and age groups to better meet our customers’ needs and allow for more focused marketing. Our sales team has the ability to consolidate advertising time across our affiliate network, create and aggregate inventory and divide it into packages focused on specific demographics that can be sold to national advertisers looking to reach specific national or regional audiences across all of the radio network affiliates.
Diversified customer base and geographic mix
.
We generate substantially all of our revenue from the sale of advertising time to a broad and diverse customer base. We sell our advertising time both nationally and locally through an integrated sales approach that ranges from traditional radio spots to non-traditional sales programs, including on-line couponing and various on-air and Internet-related integrated marketing programs.
Our advertising exposure is highly diversified across a broad range of industries, which lessens the impact of the economic conditions applicable to any one specific industry or customer group. Our top industry segments by advertising volume include automotive, restaurants, entertainment, financial, and communications. In "even numbered years" in advance of various elections, we derive additional revenue from political candidates, political parties, and special interest groups. Due to the localized nature of our business, we have a broad distribution of advertisers across all of our stations. Our geographic reach extends to
90
markets nationwide.
Focus on corporate
culture
We believe developing a corporate culture that encourages employee engagement is important to our continued success. Through an internal rigorous and systematic cultural values framework, FORCE (Focused, Responsibility, Collaboration, and Empowerment), we believe we have created an engaged and motivated employee base, which is foundational to achieving higher performance.
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Leveraging network to create content
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We believe there continue to be growth opportunities in country, news/talk, sports and traffic content offerings with shared risk and revenue relationships. The content we create is distributed domestically to broadcast and digital platforms and we intend to grow by continuing to develop this content.
Industry Overview
The primary source of revenues for radio broadcasting companies is the sale of advertising time to local, regional and national spot advertisers, and national network advertisers. National advertisers place advertisements on a national show and such advertisements air in each market where the network has an affiliate. Over the past five years, radio advertising revenue has represented approximately 7% of the overall United States advertising market, and has typically followed macroeconomic growth trends. In
2016
, radio advertising revenues were an estimated $17.6 billion which grew 1.5% from 2015.
Generally, radio is considered an efficient, cost-effective means of reaching specifically identified demographic groups. Stations are typically classified by their on-air format, such as country, rock, adult contemporary, oldies and news/talk. A station’s format and style of presentation enables it to target specific segments of listeners sharing certain demographic features. By capturing a specific share of a market’s radio listening audience with particular concentration in a targeted demographic, a station is able to market its broadcasting time to advertisers seeking to reach a specific audience. Advertisers and stations use data published by audience measuring services, such as Nielsen Audio, to estimate how many people within particular geographical markets and demographics listen to specific stations.
The number of advertisements that can be broadcast by a station without jeopardizing listening levels and the resulting ratings is generally dictated in part by the format of a particular station and the local competitive environment. Although the number of advertisements broadcast during a given time period may vary, the total number of advertisements broadcast on a particular station generally does not vary significantly from year to year.
A station’s local sales staff generates the majority of its local and regional advertising sales through direct solicitations of local advertising agencies and businesses. To generate national advertising sales, a station usually will engage a firm that specializes in soliciting radio-advertising sales on a national level. Stations also may engage directly with an internal national sales team that supports the efforts of third-party representatives. National sales representatives obtain advertising principally from advertising agencies located outside the station’s market and receive commissions based on the revenue from the advertising they obtain.
Our stations compete for advertising revenue with other broadcast radio stations in their particular market as well as other media, including newspapers, broadcast television, cable television, magazines, direct mail, and outdoor advertising as well as search engine and e-commerce websites and satellite-based digital radio and music services. We cannot predict how existing, new or any future sources of competition will affect our performance and results of operations.
Advertising Sales
The primary source of our revenue is generated from the sale of local, regional, and national advertising for broadcast on our radio stations. We also generate revenue from the sale of our network programming and services. In exchange for our network programs and services, we primarily receive commercial air time from radio stations and aggregate the air time to sell to national advertisers; to a lesser extent, we receive cash. A majority of our net broadcasting revenue is generated from the sale of local and regional advertising. Additional broadcasting revenue is generated from the sale of national advertising. The major categories of our advertisers consist of:
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Amusement and recreation
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Banking and mortgage
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Healthcare services
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Arts and entertainment
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Food and beverage
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Telecommunications
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Automotive dealers
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Furniture and home furnishings
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In addition, in even-numbered years in advance of various elections, we derive additional revenue from political candidates, political parties, and special interest groups.
Each station’s local sales staff solicits advertising either directly from a local advertiser or indirectly through an advertising agency. We use a tiered commission structure to focus our sales staff on new business development. We believe that we can outperform our competitors by (1) expanding our base of advertisers, (2) properly training sales people and (3) providing a higher level of service to our existing customer base.
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Our national sales are made by a firm specializing in radio advertising sales on the national level, in exchange for a commission that is based on the gross revenue from the advertising generated. Regional sales, which we define as sales in regions surrounding our markets to buyers that advertise in our markets, are generally made by our local sales staff and market managers. Whereas we seek to grow our local sales through more customer-focused sales staffs, we seek to grow our national and regional sales by offering key national and regional advertisers access to groups of stations within specific markets and regions that make us a more attractive platform.
Each of our stations has a general target level of on-air inventory available for advertising. This target level of advertising inventory may vary at different times of the day but tends to remain stable over time. Our stations strive to maximize revenue by managing their on-air advertising inventory and adjusting prices up or down based on supply and demand. We seek to broaden our advertiser base in each market by providing a wide array of audience demographic segments across each cluster of stations, thereby providing potential advertisers with an effective means to reach a targeted demographic group. Our selling and pricing activity is based on demand for our radio stations’ on-air inventory, and, in general, we respond to this demand by varying prices rather than by varying our target inventory level for a particular station. Most changes in revenue are explained by a combination of demand-driven pricing changes and changes in inventory utilization rather than by changes in available inventory. Advertising rates charged by radio stations, which are generally highest during morning and afternoon commuting hours, are based primarily on:
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a station’s share of audiences and the demographic groups targeted by advertisers (as measured by ratings surveys);
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the supply and demand for radio advertising time and for time targeted at particular demographic groups; and
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certain additional qualitative factors.
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A station’s listenership is reflected in ratings surveys that estimate the number of listeners tuned in to the station, and the time they spend listening. Each station’s ratings are used by its advertisers and advertising representatives to consider advertising with the station and are used by Cumulus to chart changes in audience, set advertising rates and adjust programming.
Competition
The radio broadcasting industry is very competitive. Our stations compete for listeners and advertising revenues directly with other radio stations within their respective markets, as well as with other advertising media. Additionally, online music and other entertainment services compete with us for both listeners and advertisers.
Radio stations compete for listeners primarily on the basis of program content that appeals to a particular demographic group. Factors that affect a radio station’s competitive position include station brand identity and loyalty, the station’s local audience rank in its market, transmitter power and location, assigned frequency, audience characteristics, local program acceptance and the number and characteristics of other radio stations and other advertising media in the market area. We attempt to improve our competitive position in each market through research, seeking to improve our stations’ programming, implementing targeted advertising campaigns aimed at the demographic groups for which our stations program and managing our sales efforts to attract a larger share of advertising dollars for each station individually. We also seek to improve our competitive position by focusing on building a strong brand identity with a targeted listener base consisting of specific demographic groups in each of our markets, which we believe will allow us to better attract advertisers seeking to reach those listeners.
The success of each of our stations depends largely upon rates it can charge for its advertising, which in turn is affected by the number of local advertising competitors, and the overall demand for advertising within individual markets. These conditions may fluctuate and are highly susceptible to changes in both local markets and more general macroeconomic conditions. Specifically, a radio station’s competitive position can be enhanced or negatively impacted by a variety of factors, including the changing of, or another station changing, its format to compete directly for a certain demographic of listeners and advertisers or an upgrade of the station’s authorized power through the relocation or upgrade of transmission equipment. Another station’s decision to convert to a format similar to that of one of our radio stations in the same geographic area, to improve its signal reach through equipment changes or upgrades, or to launch an aggressive promotional campaign may result in lower ratings and advertising revenue for our station. Any adverse change affecting advertising expenditures in a particular market or in the relative market share of our stations located in a particular market could have a material adverse effect on the results of our radio stations located in that market or, possibly, the Company as a whole. There can be no assurance that any one or all of our stations will be able to maintain or increase advertising revenue market share.
There are also regulations that impact competition within the radio industry. Under federal laws and FCC rules, a single party can own and operate multiple stations in a local market, subject to certain limitations described below. We believe that
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companies that form groups of commonly owned stations or joint arrangements, such as LMAs, in a particular market may, in certain circumstances, have lower operating costs and may be able to offer advertisers in those markets more attractive rates and services. Although we currently operate multiple stations in most of our markets and intend to pursue the creation of additional multiple station groups in particular markets, our competitors in certain markets include other parties that own and operate as many or more stations than we do.
Some of these regulations, however, can serve to protect the competitive position of existing radio stations to some extent by creating certain regulatory barriers to new entrants. The ownership of a radio broadcast station requires an FCC license, and the number of radio stations that an entity can own in a given market is limited under certain FCC rules. The number of radio stations that a party can own in a particular market is dictated largely by whether the station is in a defined “Nielsen Audio Metro" (a designation designed by a private party for use in advertising matters), and, if so, the number of stations included in that Nielsen Audio Metro. In those markets that are not in a Nielsen Audio Metro, the number of stations a party can own in the particular market is dictated by the number of AM and FM signals that overlap, which constitutes a radio market under FCC rules. These FCC ownership rules may, in some instances, limit the number of stations we or our competitors can own or operate, or may limit potential new market entrants. However, FCC ownership rules may change in the future to limit any protections they currently provide. We also cannot predict what other matters might be considered in the future by the FCC or Congress, nor can we assess in advance what impact, if any, the implementation of any of these proposals or changes might have on our business. For a discussion of FCC regulation (including recent changes), see “- Federal Regulation of Radio Broadcasting.”
Employees
At
December 31, 2016
, we employed 5,479 people, 3,646 of whom were employed full time. Of these employees, approximately 218 employees were covered by collective bargaining agreements. We have not experienced any material work stoppages by our employees covered by collective bargaining agreements, and overall, we consider our relations with our employees to be positive.
On occasion, we enter into contracts with various on-air personalities with large loyal audiences in their respective markets to protect our interests in those relationships that we believe to be valuable. The loss of one of these personalities could result in a short-term loss of audience share, but we do not believe that any such loss would have a material adverse effect on our financial condition or results of operations, taken as a whole.
Seasonality and Cyclicality
Our operations and revenues tend to be seasonal in nature, with generally lower revenue generated in the first quarter of the year and generally higher revenue generated in the second and fourth quarters of the year. This seasonality causes and will likely continue to cause a variation in our quarterly operating results. Such variations could have a material effect on the timing of our cash flows.
In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political candidates, political parties and special interest groups. This political spending typically is heaviest during the fourth quarter.
Inflation
To date, inflation has not had a material effect on our revenues or results of operations, although no assurances can be provided that material inflation in the future would not materially adversely affect us.
Federal Regulation of Radio Broadcasting
General
The ownership, operation and sale of radio broadcast stations, including those licensed to us, are subject to the jurisdiction of the FCC, which acts under authority of the Communications Act of 1934, as amended (the “Communications Act”). Among its other regulatory responsibilities, the FCC issues permits and licenses to construct and operate radio stations; assigns broadcast frequencies; determines whether to approve changes in ownership or control of station licenses; regulates transmission equipment, operating power, and other technical parameters of stations; adopts and implements regulations and policies that directly or indirectly affect the ownership, operation and employment practices of stations; regulates the content of
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some forms of radio broadcast programming; and has the authority under the Communications Act to impose penalties for violations of its rules.
The following is a brief summary of certain provisions of the Communications Act, and related FCC rules and policies (collectively, the “Communications Laws”). This description does not purport to be comprehensive, and reference should be made to the Communications Laws, public notices, and decisions issued by the FCC for further information concerning the nature and extent of federal regulation of radio broadcast stations. Failure to observe the provisions of the Communications Laws can result in the imposition of various sanctions, including monetary forfeitures and the grant of a “short-term” (less than the maximum term) license renewal. For particularly egregious violations, the FCC may deny a station’s license renewal application, revoke a station’s license, or deny applications in which an applicant seeks to acquire additional broadcast properties.
License Grant and Renewal
Radio broadcast licenses are generally granted and renewed for terms of up to eight years at a time. Licenses are renewed by filing an application with the FCC, which is subject to review and approval. The Communications Act expressly provides that a radio station is authorized to continue to operate after the expiration date of its existing license until the FCC acts on a pending renewal application. Petitions to deny license renewal applications may be filed by interested parties, including members of the public. While we are not currently aware of any facts that would prevent the renewal of our licenses to operate our radio stations, there can be no assurance that all of our licenses will be renewed in the future for a full term, or at all. Our inability to renew a significant portion of our radio broadcast licenses could result in a material adverse effect on our results of operations and financial condition.
Service Areas
The area served by an AM station is determined by a combination of frequency, transmitter power, antenna orientation, and soil conductivity. To determine the effective service area of an AM station, the station’s power, operating frequency, antenna patterns and its day/night operating modes are evaluated. The area served by an FM station is determined by a combination of effective radiated power (“ERP”), antenna height and terrain, with stations divided into eight classes according to these technical parameters.
Each class of FM radio station has the right to broadcast with a certain amount of ERP from an antenna located at a certain height above average terrain. The most powerful FM radio stations, which are generally those with the largest geographic reach, are Class C FM stations, which operate with up to the equivalent of 100 kilowatts (“kW”) of ERP at an antenna height of 1,968 feet above average terrain. These stations typically provide service to a large area that covers one or more counties (which may or may not be in the same state). There are also Class C0, C1, C2 and C3 FM radio stations which operate with progressively less power and/or antenna height above average terrain and, thus, less geographic reach. In addition, Class B FM stations operate with the equivalent of up to 50 kW ERP at an antenna height of 492 feet above average terrain. Class B stations can serve large metropolitan areas and their outer suburban areas. Class B1 stations can operate with up to the equivalent of 25 kW ERP at an antenna height of 328 feet above average terrain. Class A FM stations operate with up to the equivalent of 6 kW ERP at an antenna height of 328 feet above average terrain, and often (but not always) serve smaller cities or suburbs of larger cities.
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The following table sets forth, as of
March 9, 2017
, the market, call letters, city of license, frequency and FCC license expiration date of all our owned and/or operated stations, including stations operated under an LMA, whether or not pending acquisition, and all other announced pending station acquisitions, if any. Stations with a license expiration date prior to
March 9, 2017
represent stations for which a renewal application has been timely filed with the FCC and is currently pending before the FCC. The Communications Act expressly provides that a radio station is authorized to continue to operate after the expiration date of its existing license until the FCC acts on a pending renewal application.
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Market
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Stations
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City of License
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Frequency
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Expiration
Date of License
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Abilene, TX
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KBCY FM
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Tye, TX
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99.7
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August 1, 2021
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KCDD FM
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Hamlin, TX
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103.7
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August 1, 2021
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KHXS FM
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Merkel, TX
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102.7
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August 1, 2021
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KTLT FM
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Anson, TX
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98.1
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August 1, 2021
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Albany, GA
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WALG AM
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Albany, GA
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1590
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April 1, 2020
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WEGC FM
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Sasser, GA
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107.7
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April 1, 2020
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WGPC AM
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Albany, GA
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1450
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April 1, 2020
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WJAD FM
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Leesburg, GA
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103.5
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April 1, 2020
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WKAK FM
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Albany, GA
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104.5
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April 1, 2020
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WNUQ FM
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Sylvester, GA
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102.1
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April 1, 2020
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WQVE FM
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Albany, GA
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101.7
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April 1, 2020
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Albuquerque, NM
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KKOB AM
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Albuquerque, NM
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770
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October 1, 2021
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KKOB FM
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Albuquerque, NM
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93.3
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October 1, 2021
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KMGA FM
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Albuquerque, NM
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99.5
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October 1, 2021
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KNML AM
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Albuquerque, NM
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610
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October 1, 2021
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KRST FM
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Albuquerque, NM
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92.3
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October 1, 2021
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KTBL AM
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Los Ranchos, NM
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1050
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October 1, 2021
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KDRF FM
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Albuquerque, NM
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103.3
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October 1, 2021
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KBZU FM
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Albuquerque, NM
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96.3
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October 1, 2012
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Allentown, PA
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WCTO FM
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Easton, PA
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96.1
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August 1, 2022
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WLEV FM
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Allentown, PA
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100.7
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August 1, 2022
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Amarillo, TX
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KARX FM
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Claude, TX
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95.7
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August 1, 2021
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KPUR AM
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Amarillo, TX
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1440
|
August 1, 2021
|
||||||
|
KPUR FM
|
Canyon, TX
|
107.1
|
August 1, 2021
|
||||||
|
KQIZ FM
|
Amarillo, TX
|
93.1
|
August 1, 2021
|
||||||
|
KNSH AM
|
Canyon, TX
|
1550
|
August 1, 2021
|
||||||
|
KZRK FM
|
Canyon, TX
|
107.9
|
August 1, 2021
|
||||||
|
Ann Arbor, MI
|
WLBY AM
|
Saline, MI
|
1290
|
October 1, 2020
|
|||||
|
WQKL FM
|
Ann Arbor, MI
|
107.1
|
October 1, 2020
|
||||||
|
WTKA AM
|
Ann Arbor, MI
|
1050
|
October 1, 2020
|
||||||
|
WWWW FM
|
Ann Arbor, MI
|
102.9
|
October 1, 2020
|
||||||
|
Appleton, WI
|
WNAM AM
|
Neenah Menasha, WI
|
1280
|
December 1, 2020
|
|||||
|
WOSH AM
|
Oshkosh, WI
|
1490
|
December 1, 2020
|
||||||
|
WVBO FM
|
Winneconne, WI
|
103.9
|
December 1, 2020
|
||||||
|
WPKR FM
|
Omro,WI
|
99.5
|
December 1, 2020
|
||||||
|
Atlanta, GA
|
WKHX FM
|
Marietta, GA
|
101.5
|
April 1, 2020
|
|||||
|
WYAY FM
|
Gainesville, GA
|
106.7
|
April 1, 2020
|
||||||
|
WWWQ FM
|
Atlanta, GA
|
99.7
|
April 1, 2020
|
||||||
|
WNNX FM
|
College Park, GA
|
100.5
|
April 1, 2020
|
||||||
|
Baton Rouge, LA
|
KQXL FM
|
New Roads, LA
|
106.5
|
June 1, 2020
|
|||||
|
WRQQ FM
|
Hammond, LA
|
103.3
|
June 1, 2020
|
||||||
|
WEMX FM
|
Kentwood, LA
|
94.1
|
June 1, 2020
|
||||||
|
WIBR AM
|
Baton Rouge, LA
|
1300
|
June 1, 2012
|
||||||
|
WXOK AM
|
Port Allen, LA
|
1460
|
June 1, 2020
|
||||||
9
|
Market
|
Stations
|
City of License
|
Frequency
|
Expiration
Date of License
|
|||||
|
Beaumont, TX
|
KAYD FM
|
Silsbee, TX
|
101.7
|
August 1, 2021
|
|||||
|
KBED AM
|
Nederland, TX
|
1510
|
August 1, 2021
|
||||||
|
KIKR AM
|
Beaumont, TX
|
1450
|
August 1, 2021
|
||||||
|
KQXY FM
|
Beaumont, TX
|
94.1
|
August 1, 2021
|
||||||
|
KTCX FM
|
Beaumont, TX
|
102.5
|
August 1, 2021
|
||||||
|
Birmingham, AL
|
WAPI AM
|
Birmingham, AL
|
1070
|
April 1, 2020
|
|||||
|
WJOX AM
|
Birmingham, AL
|
690
|
April 1, 2020
|
||||||
|
WJOX FM
|
Birmingham, AL
|
94.5
|
April 1, 2020
|
||||||
|
WZRR FM
|
Birmingham, AL
|
99.5
|
April 1, 2020
|
||||||
|
WUHT FM
|
Birmingham, AL
|
107.7
|
April 1, 2020
|
||||||
|
WJQX FM
|
Birmingham, AL
|
100.5
|
April 1, 2020
|
||||||
|
Blacksburg, VA
|
WBRW FM
|
Blacksburg, VA
|
105.3
|
October 1, 2019
|
|||||
|
WFNR AM
|
Blacksburg, VA
|
710
|
October 1, 2019
|
||||||
|
WNMX FM
|
Christiansburg, VA
|
100.7
|
October 1, 2019
|
||||||
|
WRAD AM
|
Radford, VA
|
1460
|
October 1, 2019
|
||||||
|
WWBU FM
|
Radford, VA
|
101.7
|
October 1, 2019
|
||||||
|
WPSK FM
|
Pulaski, VA
|
107.1
|
October 1, 2019
|
||||||
|
Bloomington, IL
|
WBNQ FM
|
Bloomington, IL
|
101.5
|
December 1, 2020
|
|||||
|
WBWN FM
|
Le Roy, IL
|
104.1
|
December 1, 2020
|
||||||
|
WJEZ FM
|
Dwight, IL
|
98.9
|
December 1, 2020
|
||||||
|
WJBC AM
|
Bloomington, IL
|
1230
|
December 1, 2020
|
||||||
|
WJBC FM
|
Pontiac, IL
|
93.7
|
December 1, 2020
|
||||||
|
Boise, ID
|
KBOI AM
|
Boise, ID
|
670
|
October 1, 2021
|
|||||
|
KIZN FM
|
Boise, ID
|
92.3
|
October 1, 2021
|
||||||
|
KKGL FM
|
Nampa, ID
|
96.9
|
October 1, 2021
|
||||||
|
KQFC FM
|
Boise, ID
|
97.9
|
October 1, 2021
|
||||||
|
KTIK FM
|
New Plymouth, ID
|
93.1
|
October 1, 2021
|
||||||
|
KTIK AM
|
Nampa, ID
|
1350
|
October 1, 2021
|
||||||
|
Bridgeport, CT
|
WEBE FM
|
Westport, CT
|
107.9
|
April 1, 2022
|
|||||
|
WICC AM
|
Bridgeport, CT
|
600
|
April 1, 2022
|
||||||
|
Buffalo, NY
|
WEDG FM
|
Buffalo, NY
|
103.3
|
June 1, 2022
|
|||||
|
WGRF FM
|
Buffalo, NY
|
96.9
|
June 1, 2022
|
||||||
|
WHLD AM
|
Niagara Falls, NY
|
1270
|
June 1, 2022
|
||||||
|
WHTT FM
|
Buffalo, NY
|
104.1
|
June 1, 2022
|
||||||
|
WBBF AM
|
Buffalo, NY
|
1120
|
June 1, 2022
|
||||||
|
Charleston, SC
|
WSSX FM
|
Charleston, SC
|
95.1
|
December 1, 2019
|
|||||
|
WIWF FM
|
Charleston, SC
|
96.9
|
December 1, 2019
|
||||||
|
WTMA AM
|
Charleston, SC
|
1250
|
December 1, 2019
|
||||||
|
WWWZ FM
|
Summerville, SC
|
93.3
|
December 1, 2019
|
||||||
|
WMGL FM
|
Ravenel, SC
|
107.3
|
December 1, 2019
|
||||||
|
Chattanooga, TN
|
WGOW AM
|
Chattanooga, TN
|
1150
|
August 1, 2020
|
|||||
|
WGOW FM
|
Soddy-Daisy, TN
|
102.3
|
August 1, 2020
|
||||||
|
WOGT FM
|
East Ridge, TN
|
107.9
|
August 1, 2020
|
||||||
|
WSKZ FM
|
Chattanooga, TN
|
106.5
|
August 1, 2020
|
||||||
|
Chicago, IL
|
WLS AM
|
Chicago, IL
|
890
|
December 1, 2020
|
|||||
|
WLS FM
|
Chicago, IL
|
94.7
|
December 1, 2020
|
||||||
|
WLUP FM
|
Chicago, IL
|
97.9
|
December 1, 2020
|
||||||
|
WKQX FM
|
Chicago, IL
|
101.1
|
December 1, 2020
|
||||||
|
Cincinnati, OH
|
WNNF FM
|
Cincinnati, OH
|
94.1
|
October 1, 2020
|
|||||
|
WOFX FM
|
Cincinnati, OH
|
92.5
|
October 1, 2020
|
||||||
|
WRRM FM
|
Cincinnati, OH
|
98.5
|
October 1, 2020
|
||||||
|
WGRR FM
|
Hamilton, OH
|
103.5
|
October 1, 2020
|
||||||
|
WFTK FM
|
Lebanon, OH
|
96.5
|
October 1, 2020
|
||||||
10
|
Market
|
Stations
|
City of License
|
Frequency
|
Expiration
Date of License
|
|||||
|
Colorado Springs, CO
|
KKFM FM
|
Colorado Springs, CO
|
98.1
|
April 1, 2021
|
|||||
|
KKMG FM
|
Pueblo, CO
|
98.9
|
April 1, 2021
|
||||||
|
KKPK FM
|
Colorado Springs, CO
|
92.9
|
April 1, 2021
|
||||||
|
KCSF AM
|
Colorado Springs, CO
|
1300
|
April 1, 2021
|
||||||
|
KVOR AM
|
Colorado Springs, CO
|
740
|
April 1, 2021
|
||||||
|
KATC FM
|
Colorado Springs, CO
|
95.1
|
April 1, 2021
|
||||||
|
Columbia, MO
|
KBBM FM
|
Jefferson City, MO
|
100.1
|
February 1, 2021
|
|||||
|
KBXR FM
|
Columbia, MO
|
102.3
|
February 1, 2021
|
||||||
|
KFRU AM
|
Columbia, MO
|
1400
|
February 1, 2021
|
||||||
|
KJMO FM
|
Linn, Mo
|
97.5
|
February 1, 2021
|
||||||
|
KLIK AM
|
Jefferson City, MO
|
1240
|
February 1, 2021
|
||||||
|
KOQL FM
|
Ashland, MO
|
106.1
|
February 1, 2021
|
||||||
|
KPLA FM
|
Columbia, MO
|
101.5
|
February 1, 2021
|
||||||
|
KZJF FM
|
Jefferson City, MO
|
104.1
|
February 1, 2021
|
||||||
|
Columbia, SC
|
WISW AM
|
Columbia, SC
|
1320
|
December 1, 2019
|
|||||
|
WLXC FM
|
Columbia, SC
|
103.1
|
December 1, 2019
|
||||||
|
WNKT FM
|
Eastover, SC
|
107.5
|
December 1, 2019
|
||||||
|
WOMG FM
|
Lexington, SC
|
98.5
|
December 1, 2019
|
||||||
|
WTCB FM
|
Orangeburg, SC
|
106.7
|
December 1, 2019
|
||||||
|
Columbus-Starkville, MS
|
WKOR FM
|
Columbus, MS
|
94.9
|
June 1, 2020
|
|||||
|
WMXU FM
|
Starkville, MS
|
106.1
|
June 1, 2020
|
||||||
|
WNMQ FM
|
Columbus, MS
|
103.1
|
June 1, 2020
|
||||||
|
WSMS FM
|
Artesia, MS
|
99.9
|
June 1, 2020
|
||||||
|
WSSO AM
|
Starkville, MS
|
1230
|
June 1, 2020
|
||||||
|
Dallas, TX
|
WBAP AM
|
Fort Worth, TX
|
820
|
August 1, 2021
|
|||||
|
KSCS FM
|
Fort Worth, TX
|
96.3
|
August 1, 2021
|
||||||
|
KLIF AM
|
Dallas, TX
|
570
|
August 1, 2021
|
||||||
|
KPLX FM
|
Fort Worth, TX
|
99.5
|
August 1, 2021
|
||||||
|
KLIF FM
|
Haltom City, TX
|
93.3
|
August 1, 2021
|
||||||
|
KTCK AM
|
Dallas, TX
|
1310
|
August 1, 2013
|
||||||
|
KTCK FM
|
Flower Mound, TX
|
96.7
|
August 1, 2021
|
||||||
|
KESN FM
|
Allen, TX
|
103.3
|
August 1, 2021
|
||||||
|
Des Moines, IA
|
KBGG AM
|
Des Moines, IA
|
1700
|
February 1, 2021
|
|||||
|
KHKI FM
|
Des Moines, IA
|
97.3
|
February 1, 2021
|
||||||
|
KGGO FM
|
Des Moines, IA
|
94.9
|
February 1, 2021
|
||||||
|
KJJY FM
|
West Des Moines, IA
|
92.5
|
February 1, 2021
|
||||||
|
KWQW FM
|
Boone, IA
|
98.3
|
February 1, 2021
|
||||||
|
Detroit, MI
|
WJR AM
|
Detroit, MI
|
760
|
October 1, 2020
|
|||||
|
WDVD FM
|
Detroit, MI
|
96.3
|
October 1, 2020
|
||||||
|
WDRQ FM
|
Detroit, MI
|
93.1
|
October 1, 2020
|
||||||
|
Erie, PA
|
WXKC FM
|
Erie, PA
|
99.9
|
August 1, 2022
|
|||||
|
WXTA FM
|
Edinboro, PA
|
97.9
|
August 1, 2022
|
||||||
|
WRIE AM
|
Erie, PA
|
1260
|
August 1, 2022
|
||||||
|
WQHZ FM
|
Erie, PA
|
102.3
|
August 1, 2022
|
||||||
|
Eugene, OR
|
KEHK FM
|
Brownsville, OR
|
102.3
|
February 1, 2022
|
|||||
|
KSCR AM
|
Eugene, OR
|
1320
|
February 1, 2022
|
||||||
|
KUGN AM
|
Eugene, OR
|
590
|
February 1, 2022
|
||||||
|
KUJZ FM
|
Creswell, OR
|
95.3
|
February 1, 2022
|
||||||
|
KZEL FM
|
Eugene, OR
|
96.1
|
February 1, 2022
|
||||||
|
Fayetteville, AR
|
KAMO FM
|
Rogers, AR
|
94.3
|
June 1, 2020
|
|||||
|
KFAY AM
|
Farmington, AR
|
1030
|
June 1, 2020
|
||||||
|
KQSM FM
|
Fayetteville, AR
|
92.1
|
June 1, 2020
|
||||||
|
KMCK FM
|
Prairie Grove, AR
|
105.7
|
June 1, 2020
|
||||||
|
KKEG FM
|
Bentonville, AR
|
98.3
|
June 1, 2020
|
||||||
|
KYNG AM
|
Springdale, AR
|
1590
|
June 1, 2020
|
||||||
11
|
Market
|
Stations
|
City of License
|
Frequency
|
Expiration
Date of License
|
|||||
|
KRMW FM
|
Cedarville, AR
|
95
|
June 1, 2020
|
||||||
|
Fayetteville, NC
|
WFNC AM
|
Fayetteville, NC
|
640
|
December 1, 2019
|
|||||
|
WMGU FM
|
Southern Pines, NC
|
106.9
|
December 1, 2019
|
||||||
|
WQSM FM
|
Fayetteville, NC
|
98.1
|
December 1, 2019
|
||||||
|
WRCQ FM
|
Dunn, NC
|
103.5
|
December 1, 2019
|
||||||
|
Flint, MI
|
WDZZ FM
|
Flint, MI
|
92.7
|
October 1, 2020
|
|||||
|
WWCK AM
|
Flint, MI
|
1570
|
October 1, 2020
|
||||||
|
WWCK FM
|
Flint, MI
|
105.5
|
October 1, 2020
|
||||||
|
WFBE FM
|
Flint, MI
|
95.1
|
October 1, 2020
|
||||||
|
WTRX AM
|
Flint, MI
|
1330
|
October 1, 2020
|
||||||
|
Florence, SC
|
WBZF FM
|
Hartsville, SC
|
98.5
|
December 1, 2019
|
|||||
|
WCMG FM
|
Latta, SC
|
94.3
|
December 1, 2019
|
||||||
|
WHLZ FM
|
Marion, SC
|
100.5
|
December 1, 2019
|
||||||
|
WMXT FM
|
Pamplico, SC
|
102.1
|
December 1, 2019
|
||||||
|
WWFN FM
|
Lake City, SC
|
100.1
|
December 1, 2019
|
||||||
|
WYMB AM
|
Manning, SC
|
920
|
December 1, 2019
|
||||||
|
WYNN AM
|
Florence, SC
|
540
|
December 1, 2019
|
||||||
|
WYNN FM
|
Florence, SC
|
106.3
|
December 1, 2019
|
||||||
|
Fort Smith, AR
|
KBBQ FM
|
Van Buren, AR
|
102.7
|
June 1, 2020
|
|||||
|
KLSZ FM
|
Fort Smith, AR
|
100.7
|
June 1, 2020
|
||||||
|
KOMS FM
|
Poteau, OK
|
107.3
|
June 1, 2021
|
||||||
|
Fort Walton Beach, FL
|
WFTW AM
|
Ft Walton Beach, FL
|
1260
|
February 1, 2020
|
|||||
|
WKSM FM
|
Ft Walton Beach, FL
|
99.5
|
February 1, 2020
|
||||||
|
WNCV FM
|
Shalimar, FL
|
93.3
|
February 1, 2020
|
||||||
|
WYZB FM
|
Mary Esther, FL
|
105.5
|
February 1, 2020
|
||||||
|
WZNS FM
|
Ft Walton Beach, FL
|
96.5
|
February 1, 2020
|
||||||
|
Fresno, CA
|
KSKS FM
|
Fresno, CA
|
93.7
|
December 1, 2021
|
|||||
|
KMJ FM
|
Fresno, CA
|
105.9
|
December 1, 2021
|
||||||
|
KMJ AM
|
Fresno, CA
|
580.0
|
December 1, 2021
|
||||||
|
KMGV FM
|
Fresno, CA
|
97.9
|
December 1, 2021
|
||||||
|
KWYE FM
|
Fresno, CA
|
101.1
|
December 1, 2021
|
||||||
|
Grand Rapids, MI
|
WJRW AM
|
Grand Rapids, MI
|
1340
|
October 1, 2020
|
|||||
|
WTNR FM
|
Holland, MI
|
94.5
|
October 1, 2020
|
||||||
|
WLAV FM
|
Grand Rapids, MI
|
96.9
|
October 1, 2020
|
||||||
|
WBBL FM
|
Greenville, MI
|
107.3
|
October 1, 2020
|
||||||
|
WHTS FM
|
Coopersville, MI
|
105.3
|
October 1, 2020
|
||||||
|
Green Bay, WI
|
WDUZ AM
|
Green Bay, WI
|
1400
|
December 1, 2020
|
|||||
|
WDUZ FM
|
Brillion, WI
|
107.5
|
December 1, 2020
|
||||||
|
WKRU FM
|
Allouez, WI
|
106.7
|
December 1, 2020
|
||||||
|
WOGB FM
|
Reedsville, WI
|
103.1
|
December 1, 2020
|
||||||
|
WPCK FM
|
Denmark, WI
|
104.9
|
December 1, 2020
|
||||||
|
WQLH FM
|
Green Bay, WI
|
98.5
|
December 1, 2020
|
||||||
|
Harrisburg, PA
|
WHGB AM
|
Harrisburg, PA
|
1400
|
August 1, 2022
|
|||||
|
WNNK FM
|
Harrisburg, PA
|
104.1
|
August 1, 2022
|
||||||
|
WWKL FM
|
Mechanicsburg, PA
|
93.5
|
August 1, 2022
|
||||||
|
WZCY FM
|
Hershey, PA
|
106.7
|
August 1, 2014
|
||||||
|
WQXA FM
|
York, PA
|
105.7
|
August 1, 2022
|
||||||
|
Houston, TX
|
KRBE FM
|
Houston, TX
|
104.1
|
August 1, 2021
|
|||||
|
Huntsville, AL
|
WHRP FM
|
Gurley, AL
|
94.1
|
April 1, 2020
|
|||||
|
WUMP AM
|
Madison, AL
|
730
|
April 1, 2020
|
||||||
|
WVNN AM
|
Athens, AL
|
770
|
April 1, 2020
|
||||||
|
WVNN FM
|
Trinity, AL
|
92.5
|
April 1, 2020
|
||||||
|
WWFF FM
|
New Market, AL
|
93.3
|
April 1, 2020
|
||||||
|
WZYP FM
|
Athens, AL
|
104.3
|
April 1, 2020
|
||||||
12
|
Market
|
Stations
|
City of License
|
Frequency
|
Expiration
Date of License
|
|||||
|
Indianapolis, IN
|
WJJK FM
|
Noblesville, IN
|
104.5
|
August 1, 2020
|
|||||
|
WFMS FM
|
Fishers, IN
|
95.5
|
August 1, 2020
|
||||||
|
WRWM FM
|
Lawrence, IN
|
93.9
|
August 1, 2020
|
||||||
|
Johnson City, TN
|
WXSM AM
|
Blountville, TN
|
640
|
August 1, 2020
|
|||||
|
WJCW AM
|
Johnson City, TN
|
910
|
August 1, 2020
|
||||||
|
WGOC AM
|
Kingsport, TN
|
1320
|
August 1, 2020
|
||||||
|
WKOS FM
|
Kingsport, TN
|
104.9
|
August 1, 2020
|
||||||
|
WQUT FM
|
Johnson City, TN
|
101.5
|
August 1, 2020
|
||||||
|
Kansas City, MO
|
KCFX FM
|
Harrisonville, MO
|
101.1
|
February 1, 2021
|
|||||
|
KCHZ FM
|
Ottawa, KS
|
95.7
|
June 1, 2021
|
||||||
|
KCJK FM
|
Garden City, MO
|
105.1
|
February 1, 2021
|
||||||
|
KCMO AM
|
Kansas City, MO
|
710
|
February 1, 2021
|
||||||
|
KCMO FM
|
Shawnee, KS
|
94.9
|
June 1, 2021
|
||||||
|
KMJK FM
|
North Kansas City, MO
|
107.3
|
February 1, 2021
|
||||||
|
Knoxville, TN
|
WIVK FM
|
Knoxville, TN
|
107.7
|
August 1, 2020
|
|||||
|
WNML AM
|
Knoxville, TN
|
990
|
August 1, 2020
|
||||||
|
WNML FM
|
Friendsville, TN
|
99.1
|
August 1, 2020
|
||||||
|
WOKI FM
|
Oliver Springs, TN
|
98.7
|
August 1, 2020
|
||||||
|
Kokomo, IN
|
WWKI FM
|
Kokomo, IN
|
100.5
|
August 1, 2020
|
|||||
|
Lafayette, LA
|
KNEK AM
|
Washington, LA
|
1190
|
June 1, 2020
|
|||||
|
KRRQ FM
|
Lafayette, LA
|
|
95.5
|
|
June 1, 2020
|
||||
|
KSMB FM
|
Lafayette, LA
|
94.5
|
June 1, 2020
|
||||||
|
KXKC FM
|
New Iberia, LA
|
99.1
|
June 1, 2020
|
||||||
|
KNEK FM
|
Washington, LA
|
104.7
|
June 1, 2020
|
||||||
|
Lake Charles, LA
|
KAOK AM
|
Lake Charles, LA
|
1400
|
June 1, 2020
|
|||||
|
KBIU FM
|
Lake Charles, LA
|
103.3
|
June 1, 2020
|
||||||
|
KKGB FM
|
Sulphur, LA
|
101.3
|
June 1, 2020
|
||||||
|
KQLK FM
|
De Ridder, LA
|
97.9
|
June 1, 2020
|
||||||
|
KXZZ AM
|
Lake Charles, LA
|
1580
|
June 1, 2020
|
||||||
|
KYKZ FM
|
Lake Charles, LA
|
96.1
|
June 1, 2020
|
||||||
|
Lancaster, PA
|
WIOV FM
|
Ephrata, PA
|
105.1
|
August 1, 2022
|
|||||
|
WIOV AM
|
Reading, PA
|
1240
|
August 1, 2022
|
||||||
|
Lexington, KY
|
WCYN FM
|
Cynthiana, KY
|
102.3
|
August 1, 2020
|
|||||
|
WLTO FM
|
Nicholasville, KY
|
102.5
|
August 1, 2020
|
||||||
|
WLXX FM
|
Lexington, KY
|
92.9
|
August 1, 2020
|
||||||
|
WVLK AM
|
Lexington, KY
|
590
|
August 1, 2020
|
||||||
|
WVLK FM
|
Richmond, KY
|
101.5
|
August 1, 2020
|
||||||
|
WXZZ FM
|
Georgetown, KY
|
103.3
|
August 1, 2020
|
||||||
|
Little Rock, AR
|
KAAY AM
|
Little Rock, AR
|
1090
|
June 1, 2020
|
|||||
|
KARN AM
|
Little Rock, AR
|
920
|
June 1, 2012
|
||||||
|
KIPR FM
|
Pine Bluff, AR
|
92.3
|
June 1, 2020
|
||||||
|
KLAL FM
|
Wrightsville, AR
|
107.7
|
June 1, 2020
|
||||||
|
KPZK AM
|
Little Rock, AR
|
1250
|
June 1, 2020
|
||||||
|
KURB FM
|
Little Rock, AR
|
98.5
|
June 1, 2020
|
||||||
|
KARN FM
|
Sheridan, AR
|
102.9
|
June 1, 2020
|
||||||
|
Los Angeles, CA
|
KABC AM
|
Los Angeles, CA
|
790
|
December 1, 2021
|
|||||
|
KLOS FM
|
Los Angeles, CA
|
95.5
|
December 1, 2021
|
||||||
|
Macon, GA
|
WAYS AM
|
Macon, GA
|
1500
|
April 1, 2020
|
|||||
|
WDEN FM
|
Macon, GA
|
99.1
|
April 1, 2020
|
||||||
|
WLZN FM
|
Macon, GA
|
92.3
|
April 1, 2020
|
||||||
|
WMAC AM
|
Macon, GA
|
940
|
April 1, 2020
|
||||||
|
WMGB FM
|
Montezuma, GA
|
95.1
|
April 1, 2020
|
||||||
|
WPEZ FM
|
Jeffersonville, GA
|
93.7
|
April 1, 2020
|
||||||
13
|
Market
|
Stations
|
City of License
|
Frequency
|
Expiration
Date of License
|
|||||
|
Melbourne, FL
|
WAOA FM
|
Melbourne, FL
|
107.1
|
February 1, 2020
|
|||||
|
WHKR FM
|
Rockledge, FL
|
102.7
|
February 1, 2020
|
||||||
|
WLZR FM
|
Melbourne, FL
|
95.9
|
February 1, 2020
|
||||||
|
Memphis, TN
|
WRBO FM
|
Como, MS
|
103.5
|
June 1, 2020
|
|||||
|
WGKX FM
|
Memphis, TN
|
105.9
|
August 1, 2020
|
||||||
|
WXMX FM
|
Millington, TN
|
98.1
|
August 1, 2020
|
||||||
|
WKIM FM
|
Munford, TN
|
98.9
|
August 1, 2020
|
||||||
|
Minneapolis, MN
|
KQRS FM
|
Golden Valley, MN
|
92.5
|
April 1, 2021
|
|||||
|
KXXR FM
|
Minneapolis, MN
|
93.7
|
April 1, 2021
|
||||||
|
WGVX FM
|
Lakeville, MN
|
105.1
|
April 1, 2021
|
||||||
|
WRXP FM
|
Cambridge, MN
|
105.3
|
April 1, 2021
|
||||||
|
WWWM FM
|
Eden Prarie, MN
|
105.7
|
April 1, 2021
|
||||||
|
Mobile, AL
|
WBLX FM
|
Mobile, AL
|
92.9
|
April 1, 2020
|
|||||
|
WDLT FM
|
Saraland, AL
|
104.1
|
April 1, 2020
|
||||||
|
WGOK AM
|
Mobile, AL
|
900
|
April 1, 2020
|
||||||
|
WXQW AM
|
Fairhope, AL
|
660
|
April 1, 2020
|
||||||
|
WABD FM
|
Mobile, AL
|
97.5
|
April 1, 2020
|
||||||
|
Modesto, CA
|
KATM FM
|
Modesto, CA
|
103.3
|
December 1, 2021
|
|||||
|
KDJK FM
|
Mariposa, CA
|
103.9
|
December 1, 2021
|
||||||
|
KESP AM
|
Modesto, CA
|
970
|
December 1, 2021
|
||||||
|
KHKK FM
|
Modesto, CA
|
104.1
|
December 1, 2021
|
||||||
|
KHOP FM
|
Oakdale, CA
|
95.1
|
December 1, 2021
|
||||||
|
KWNN FM
|
Turlock, CA
|
98.3
|
December 1, 2021
|
||||||
|
Montgomery, AL
|
WHHY FM
|
Montgomery, AL
|
101.9
|
April 1, 2020
|
|||||
|
WLWI AM
|
Montgomery, AL
|
1440
|
April 1, 2020
|
||||||
|
WLWI FM
|
Montgomery, AL
|
92.3
|
April 1, 2020
|
||||||
|
WMSP AM
|
Montgomery, AL
|
740
|
April 1, 2020
|
||||||
|
WMXS FM
|
Montgomery, AL
|
103.3
|
April 1, 2020
|
||||||
|
WXFX FM
|
Prattville, AL
|
95.1
|
April 1, 2020
|
||||||
|
Muncie, IN
|
WLTI AM
|
New Castle, IN
|
1550
|
August 1, 2020
|
|||||
|
WMDH FM
|
New Castle, IN
|
102.5
|
August 1, 2020
|
||||||
|
Muskegon, MI
|
WLCS FM
|
North Muskegon, MI
|
98.3
|
October 1, 2020
|
|||||
|
WKLQ AM
|
Whitehall, MI
|
1490
|
October 1, 2020
|
||||||
|
WVIB FM
|
Holton, MI
|
100.1
|
October 1, 2020
|
||||||
|
WLAW FM
|
Newaygo, MI
|
92.5
|
October 1, 2020
|
||||||
|
WWSN FM
|
Whitehall, MI
|
97.5
|
October 1, 2020
|
||||||
|
Myrtle Beach, SC
|
WDAI FM
|
Pawleys Island, SC
|
98.5
|
December 1, 2011
|
|||||
|
WLFF FM
|
Georgetown, SC
|
106.5
|
December 1, 2011
|
||||||
|
WSEA FM
|
Atlantic Beach, SC
|
100.3
|
December 1, 2011
|
||||||
|
WSYN FM
|
Surfside Beach, SC
|
103.1
|
December 1, 2011
|
||||||
|
WHSC AM
|
Conway, SC
|
1050
|
December 1, 2011
|
||||||
|
Nashville, TN
|
WQQK FM
|
Goodlettsville, TN
|
92.1
|
August 1, 2020
|
|||||
|
WSM FM
|
Nashville, TN
|
95.5
|
August 1, 2020
|
||||||
|
WWTN FM
|
Hendersonville, TN
|
99.7
|
August 1, 2020
|
||||||
|
WGFX FM
|
Gallatin, TN
|
104.5
|
August 1, 2020
|
||||||
|
WKDF FM
|
Nashville, TN
|
103.3
|
August 1, 2020
|
||||||
|
New London, CT
|
WQGN FM
|
Groton, CT
|
105.5
|
April 1, 2022
|
|||||
|
WXLM AM
|
Groton, CT
|
980
|
April 1, 2022
|
||||||
|
WMOS FM
|
Stonington, CT
|
102.3
|
April 1, 2022
|
||||||
|
New Orleans, LA
|
KMEZ FM
|
Port Sulphur, LA
|
106.7
|
June 1, 2020
|
|||||
|
KKND FM
|
Belle Chasse, LA
|
102.9
|
June 1, 2020
|
||||||
|
WRKN FM
|
Laplace, LA
|
92.3
|
June 1, 2020
|
||||||
|
WZRH FM
|
Picayune, MS
|
106.1
|
June 1, 2020
|
||||||
|
New York, NY
|
WABC AM
|
New York, NY
|
770
|
June 1, 2022
|
|||||
|
WPLJ FM
|
New York, NY
|
95.5
|
June 1, 2022
|
||||||
14
|
Market
|
Stations
|
City of License
|
Frequency
|
Expiration
Date of License
|
|||||
|
WNSH FM
|
Newark, NJ
|
94.7
|
June 1, 2022
|
||||||
|
WNBM FM
|
Bronxville, NY
|
103.9
|
June 1, 2022
|
||||||
|
Oklahoma City, OK
|
KATT FM
|
Oklahoma City, OK
|
100.5
|
June 1, 2021
|
|||||
|
KKWD FM
|
Bethany, OK
|
104.9
|
June 1, 2021
|
||||||
|
WWLS FM
|
The Village, OK
|
98.1
|
June 1, 2021
|
||||||
|
KYIS FM
|
Oklahoma City, OK
|
98.9
|
June 1, 2021
|
||||||
|
KWPN AM
|
Moore, OK
|
640
|
June 1, 2021
|
||||||
|
WKY AM
|
Oklahoma City, OK
|
930
|
June 1, 2021
|
||||||
|
KQOB FM
|
Enid, OK
|
96.9
|
June 1, 2021
|
||||||
|
Oxnard-Ventura, CA
|
KBBY FM
|
Ventura, CA
|
95.1
|
December 1, 2021
|
|||||
|
KHAY FM
|
Ventura, CA
|
100.7
|
December 1, 2021
|
||||||
|
KVEN AM
|
Ventura, CA
|
1450
|
December 1, 2021
|
||||||
|
KVYB FM
|
Santa Barbara, CA
|
103.3
|
December 1, 2021
|
||||||
|
Pensacola, FL
|
WCOA AM
|
Pensacola, FL
|
1370
|
February 1, 2020
|
|||||
|
WRRX FM
|
Gulf Breeze, FL
|
106.1
|
February 1, 2020
|
||||||
|
WXBM FM
|
Milton, FL
|
102.7
|
February 1, 2020
|
||||||
|
WMEZ FM
|
Pensacola, FL
|
94.1
|
February 1, 2020
|
||||||
|
WJTQ FM
|
Pensacola, FL
|
100.7
|
February 1, 2020
|
||||||
|
Peoria, IL
|
WGLO FM
|
Pekin, IL
|
95.5
|
December 1, 2020
|
|||||
|
WVEL AM
|
Pekin, IL
|
1140
|
December 1, 2020
|
||||||
|
WIXO FM
|
Peoria, IL
|
105.7
|
December 1, 2020
|
||||||
|
WFYR FM
|
Elmwood, IL
|
97.3
|
December 1, 2020
|
||||||
|
WZPW FM
|
Peoria, IL
|
92.3
|
December 1, 2020
|
||||||
|
Providence, RI
|
WPRO AM
|
Providence, RI
|
630
|
April 1, 2022
|
|||||
|
WPRO FM
|
Providence, RI
|
92.3
|
April 1, 2022
|
||||||
|
WPRV AM
|
Providence, RI
|
790
|
April 1, 2022
|
||||||
|
WEAN FM
|
Wakefield-Peacedale, RI
|
99.7
|
April 1, 2022
|
||||||
|
WWLI FM
|
Providence, RI
|
105.1
|
April 1, 2022
|
||||||
|
WWKX FM
|
Woonsocket, RI
|
106.3
|
April 1, 2022
|
||||||
|
Reno, NV
|
KBUL FM
|
Carson City, NV
|
98.1
|
October 1, 2021
|
|||||
|
KKOH AM
|
Reno, NV
|
780
|
October 1, 2021
|
||||||
|
KNEV FM
|
Reno, NV
|
95.5
|
October 1, 2021
|
||||||
|
KWYL FM
|
South Lake Tahoe, CA
|
102.9
|
December 1, 2021
|
||||||
|
Saginaw, MI
|
WHNN FM
|
Bay City, MI
|
96.1
|
October 1, 2020
|
|||||
|
WILZ FM
|
Saginaw, MI
|
104.5
|
October 1, 2020
|
||||||
|
WIOG FM
|
Bay City, MI
|
102.5
|
October 1, 2020
|
||||||
|
WKQZ FM
|
Midland, MI
|
93.3
|
October 1, 2020
|
||||||
|
Salt Lake City, UT
|
KKAT AM
|
Salt Lake City, UT
|
860
|
October 1, 2021
|
|||||
|
KBEE FM
|
Salt Lake City, UT
|
98.7
|
October 1, 2021
|
||||||
|
KBER FM
|
Ogden, UT
|
101.1
|
October 1, 2021
|
||||||
|
KENZ FM
|
Ogden, UT
|
101.9
|
October 1, 2021
|
||||||
|
KHTB FM
|
Provo, UT
|
94.9
|
October 1, 2021
|
||||||
|
KUBL FM
|
Salt Lake City, UT
|
93.3
|
October 1, 2021
|
||||||
|
San Francisco, CA
|
KGO AM
|
San Francisco, CA
|
810
|
December 1, 2021
|
|||||
|
KSFO AM
|
San Francisco, CA
|
560
|
December 1, 2021
|
||||||
|
KFFG FM
|
Los Gatos, CA
|
97.7
|
December 1, 2021
|
||||||
|
KFOG FM
|
San Francisco, CA
|
104.5
|
December 1, 2021
|
||||||
|
KNBR AM
|
San Francisco, CA
|
680
|
December 1, 2013
|
||||||
|
KSAN FM
|
San Mateo, CA
|
107.7
|
December 1, 2021
|
||||||
|
KTCT AM
|
San Mateo, CA
|
1050
|
December 1, 2021
|
||||||
15
|
Market
|
Stations
|
City of License
|
Frequency
|
Expiration
Date of License
|
|||||
|
Santa Barbara, CA
|
KRRF FM
|
Oak View, CA
|
106.3
|
December 1, 2021
|
|||||
|
Savannah, GA
|
WBMQ AM
|
Savannah, GA
|
630
|
April 1, 2020
|
|||||
|
WEAS FM
|
Springfield, GA
|
93.1
|
April 1, 2020
|
||||||
|
WIXV FM
|
Savannah, GA
|
95.5
|
April 1, 2020
|
||||||
|
WJCL FM
|
Savannah, GA
|
96.5
|
April 1, 2020
|
||||||
|
WJLG AM
|
Savannah, GA
|
900
|
April 1, 2020
|
||||||
|
WZAT FM
|
Tybee Island, GA
|
102.1
|
April 1, 2020
|
||||||
|
WTYB FM
|
Bluffton, SC
|
103.9
|
December 1, 2019
|
||||||
|
Shreveport, LA
|
KMJJ FM
|
Shreveport, LA
|
99.7
|
June 1, 2020
|
|||||
|
KQHN FM
|
Waskom, TX
|
97.3
|
August 1, 2021
|
||||||
|
KRMD AM
|
Shreveport, LA
|
1340
|
June 1, 2020
|
||||||
|
KRMD FM
|
Oil City, LA
|
101.1
|
June 1, 2020
|
||||||
|
KVMA FM
|
Shreveport, LA
|
102.9
|
June 1, 2020
|
||||||
|
Springfield, MA
|
WHLL AM
|
Springfield, MA
|
1450
|
April 1, 2022
|
|||||
|
WMAS FM
|
Enfield, CT
|
94.7
|
April 1, 2022
|
||||||
|
Stockton, CA
|
KJOY FM
|
Stockton, CA
|
99.3
|
December 1, 2021
|
|||||
|
KWIN FM
|
Lodi, CA
|
97.7
|
December 1, 2021
|
||||||
|
Syracuse, NY
|
WAQX FM
|
Manlius, NY
|
95.7
|
June 1, 2022
|
|||||
|
WXTL FM
|
Syracuse, NY
|
105.9
|
June 1, 2022
|
||||||
|
WSKO AM
|
Syracuse, NY
|
1260
|
June 1, 2022
|
||||||
|
WNTQ FM
|
Syracuse, NY
|
93.1
|
June 1, 2022
|
||||||
|
Tallahassee, FL
|
WBZE FM
|
Tallahassee, FL
|
98.9
|
February 1, 2020
|
|||||
|
WGLF FM
|
Tallahassee, FL
|
104.1
|
February 1, 2020
|
||||||
|
WHBT AM
|
Tallahassee, FL
|
1410
|
February 1, 2020
|
||||||
|
WHBX FM
|
Tallahassee, FL
|
96.1
|
February 1, 2020
|
||||||
|
WWLD FM
|
Cairo, GA
|
102.3
|
April 1, 2020
|
||||||
|
Toledo, OH
|
WKKO FM
|
Toledo, OH
|
99.9
|
October 1, 2020
|
|||||
|
WRQN FM
|
Bowling Green, OH
|
93.5
|
October 1, 2020
|
||||||
|
WWWM FM
|
Sylvania, OH
|
105.5
|
October 1, 2020
|
||||||
|
WXKR FM
|
Port Clinton, OH
|
94.5
|
October 1, 2020
|
||||||
|
WMIM FM
|
Luna Pier, MI
|
98.3
|
October 1, 2020
|
||||||
|
Topeka, KS
|
KDVB FM
|
Effingham, KS
|
96.9
|
June 1, 2021
|
|||||
|
KDVV FM
|
Topeka, KS
|
100.3
|
June 1, 2021
|
||||||
|
KMAJ AM
|
Topeka, KS
|
1440
|
June 1, 2021
|
||||||
|
KMAJ FM
|
Carbondale, KS
|
107.7
|
June 1, 2021
|
||||||
|
KTOP FM
|
St. Marys, KS
|
102.9
|
June 1, 2021
|
||||||
|
KRWP FM
|
Stockton, MO
|
107.7
|
February 1, 2021
|
||||||
|
KTOP AM
|
Topeka, KS
|
1490
|
June 1, 2021
|
||||||
|
KWIC FM
|
Topeka, KS
|
99.3
|
June 1, 2021
|
||||||
|
Tucson, AZ
|
KCUB AM
|
Tucson, AZ
|
1290
|
October 1, 2021
|
|||||
|
KHYT FM
|
Tucson, AZ
|
107.5
|
October 1, 2021
|
||||||
|
KIIM FM
|
Tucson, AZ
|
99.5
|
October 1, 2021
|
||||||
|
KSZR FM
|
Oro Valley, AZ
|
97.5
|
October 1, 2021
|
||||||
|
KTUC AM
|
Tucson, AZ
|
1400
|
October 1, 2021
|
||||||
|
Washington, DC
|
WMAL AM
|
Washington, DC
|
630
|
October 1, 2019
|
|||||
|
WRQX FM
|
Washington, DC
|
107.3
|
October 1, 2019
|
||||||
|
WMAL FM
|
Woodbridge, VA
|
105.9
|
October 1, 2019
|
||||||
|
Westchester, NY
|
WFAS AM
|
White Plains, NY
|
1230
|
June 1, 2022
|
|||||
|
Wichita Falls, TX
|
KLUR FM
|
Wichita Falls, TX
|
99.9
|
August 1, 2021
|
|||||
|
KOLI FM
|
Electra, TX
|
94.9
|
August 1, 2021
|
||||||
|
KQXC FM
|
Wichita Falls, TX
|
103.9
|
August 1, 2021
|
||||||
|
KYYI FM
|
Burkburnett, TX
|
104.7
|
August 1, 2021
|
||||||
16
|
Market
|
Stations
|
City of License
|
Frequency
|
Expiration
Date of License
|
|||||
|
Wilkes-Barre, PA
|
WARM AM
|
Scranton, PA
|
590
|
August 1, 2022
|
|||||
|
WBHT FM
|
Mountain Top, PA
|
97.1
|
August 1, 2022
|
||||||
|
WBSX FM
|
Hazleton, PA
|
97.9
|
August 1, 2022
|
||||||
|
WSJR FM
|
Dallas, PA
|
93.7
|
August 1, 2022
|
||||||
|
WBHD FM
|
Olyphant, PA
|
95.7
|
August 1, 2022
|
||||||
|
WMGS FM
|
Wilkes-Barre, PA
|
92.9
|
August 1, 2022
|
||||||
|
Wilmington, NC
|
WAAV AM
|
Leland, NC
|
980
|
December 1, 2019
|
|||||
|
WGNI FM
|
Wilmington, NC
|
102.7
|
December 1, 2019
|
||||||
|
WKXS FM
|
Leland, NC
|
94.5
|
December 1, 2019
|
||||||
|
WMNX FM
|
Wilmington, NC
|
97.3
|
December 1, 2019
|
||||||
|
WWQQ FM
|
Wilmington, NC
|
101.3
|
December 1, 2019
|
||||||
|
Worcester, MA
|
WORC FM
|
Webster, MA
|
98.9
|
April 1, 2022
|
|||||
|
WWFX FM
|
Southbridge, MA
|
100.1
|
April 1, 2022
|
||||||
|
WXLO FM
|
Fitchburg, MA
|
104.5
|
April 1, 2022
|
||||||
|
York, PA
|
WSOX FM
|
Red Lion, PA
|
96.1
|
August 1, 2022
|
|||||
|
WSBA AM
|
York, PA
|
910
|
August 1, 2022
|
||||||
|
WGLD AM
|
Manchester Township, PA
|
1440
|
August 1, 2022
|
||||||
|
WARM FM
|
York, PA
|
103.3
|
August 1, 2022
|
||||||
|
Youngstown, OH
|
WBBW AM
|
Youngstown, OH
|
1240
|
October 1, 2020
|
|||||
|
WHOT FM
|
Youngstown, OH
|
101.1
|
October 1, 2020
|
||||||
|
WLLF FM
|
Mercer, PA
|
96.7
|
August 1, 2022
|
||||||
|
WPIC AM
|
Sharon, PA
|
790
|
August 1, 2022
|
||||||
|
WQXK FM
|
Salem, OH
|
105.1
|
October 1, 2020
|
||||||
|
WSOM AM
|
Salem, OH
|
600
|
October 1, 2020
|
||||||
|
WWIZ FM
|
West Middlesex, PA
|
103.9
|
August 1, 2022
|
||||||
|
WYFM FM
|
Sharon, PA
|
102.9
|
August 1, 2022
|
||||||
Regulatory Approvals
The Communications Laws prohibit the assignment or transfer of control of a broadcast license without the prior approval of the FCC. In determining whether to grant an application for assignment or transfer of control of a broadcast license, the Communications Act requires the FCC to find that the assignment or transfer would serve the public interest. The FCC considers a number of factors in making this determination, including (1) compliance with various rules limiting common ownership or control of media properties, (2) the financial and “character” qualifications of the assignee or transferee (including those parties holding an “attributable” interest in the assignee or transferee), (3) compliance with the Communications Act’s foreign ownership restrictions, and (4) compliance with other Communications Laws, including those related to programming and filing requirements. As discussed in greater detail below, the FCC may also review the effect of proposed assignments and transfers of broadcast licenses on economic competition and diversity. See “- Antitrust and Market Concentration Considerations.”
In connection with our 2011 acquisition of Citadel Broadcasting Corporation, we agreed to divest certain stations to comply with FCC ownership limits. These stations were assigned to a trustee under divestiture trusts that comply with FCC rules. The trust agreements stipulate that we must fund any operating shortfalls from the activities of the stations in the trusts, and any excess cash flow generated by such stations will be distributed to us until the stations are sold. In February 2016, the trustee received a letter from the FCC seeking information on efforts to sell the station assets which remained in the trusts. The trustee has responded to this request and is currently awaiting the FCC's response.
Ownership Matters
The Communications Act restricts us from having more than 25% of our capital stock owned or voted by non-U.S. persons, foreign governments or non-U.S. corporations. We are required to take steps to monitor the citizenship of our stockholders periodically through representative samplings of stockholder citizenship or other appropriate means to establish a reasonable basis for certifying compliance with the foreign ownership restrictions of the Communications Act. In November 2013, the FCC issued a declaratory ruling in which it stated that it would review requests for companies to exceed the 25% alien ownership threshold in the Communications Act on a case-by-case basis. In 2015 and in early 2017, the FCC acted on
17
several petitions for rulemaking which requested that various entities be permitted to exceed the 25% foreign equity and voting limitations. In those cases, the FCC permitted foreign ownership of as much as 49.99% by both specifically-identified foreign entities and generally subject to various conditions. These rulings were based upon the specific facts relating to the respective case, and it is uncertain how the FCC would treat any request which might be made to increase alien ownership of our stock in excess of the current threshold.
In September 2016, the FCC issued new policies governing how broadcast companies calculate the amount of their stock which is foreign held. These new policies permit a public company, which takes adequate steps to determine the extent to which its stock is foreign-owned or voted, to presume that shares as to which it lacks knowledge of foreign ownership or voting control do not raise a foreign ownership issue. Under previous FCC policies, stock which could not specifically be identified as owned and voted by U.S. citizens was presumed to be foreign held. The new rules also permit a specific foreign investor which has been approved by the FCC in a non-control context to increase its ownership in a broadcast company to 49.99%, and one which has been approved as a controlling party to increase its ownership to 100%, without further FCC approval. The new rules have not yet gone into effect but are expected to become effective later this year.
The Communications Laws also generally restrict (1) the number of radio stations one person or entity may own, operate or control in a local market, (2) the common ownership, operation or control of radio broadcast stations and television broadcast stations serving the same local market, and (3) the common ownership, operation or control of a radio broadcast station and a daily newspaper serving the same local market.
To our knowledge, none of these multiple and cross-ownership rules requires any change in our current ownership of radio broadcast stations. The Communications Laws limit the number of additional stations that we may acquire in the future in our existing markets as well as any new markets.
Because of these multiple and cross-ownership rules, a purchaser of our voting stock who acquires an “attributable” interest in us (as discussed below) may violate the Communications Laws if such purchaser also has an attributable interest in other radio or television stations, or in daily newspapers, depending on the number and location of those radio or television stations or daily newspapers. Such a purchaser also may be restricted in the companies in which it may invest to the extent that those investments give rise to an attributable interest. If one of our stockholders with an attributable interest violates any of these ownership rules, we may be unable to obtain from the FCC one or more authorizations needed to conduct our radio station business and may be unable to obtain FCC consents for certain future acquisitions.
The FCC generally applies its television/radio/newspaper cross-ownership rules and its broadcast multiple ownership rules by considering the “attributable” interests held by a person or entity. With some exceptions, a person or entity will be deemed to hold an attributable interest in a radio station, television station or daily newspaper if the person or entity serves as an officer, director, partner, stockholder, member, or, in certain cases, a debt holder of a company that owns that station or newspaper. If an interest is attributable, the FCC treats the person or entity that holds that interest as the “owner” of the radio station, television station or daily newspaper in question, and that interest thus is attributed to the person in determining compliance with the FCC’s ownership rules.
With respect to a corporation, officers, directors and persons or entities that directly or indirectly hold 5% or more of the corporation’s voting stock (20% or more of such stock in the case of insurance companies, investment companies, bank trust departments and certain other “passive investors” that hold such stock for investment purposes only) generally are attributed with ownership of the radio stations, television stations and daily newspapers owned by the corporation. As discussed below, participation in an LMA or a joint sales agreement (“JSA”) also may result in an attributable interest. See “- Local Marketing Agreements” and "-Joint Sales Agreements."
With respect to a partnership (or limited liability company), the interest of a general partner (or managing member) is attributable. The following interests generally are not attributable: (1) debt instruments, non-voting stock, options and warrants for voting stock, partnership interests, or membership interests that have not yet been exercised; (2) limited partnership or limited liability company membership interests where (a) the limited partner or member is not “materially involved” in the media-related activities of the partnership or limited liability company, and (b) the limited partnership agreement or limited liability company agreement expressly “insulates” the limited partner or member from such material involvement by inclusion of provisions specified in FCC rules; and (3) holdings of less than 5% of an entity’s voting stock, non-voting equity and debt interests (unless stock or other equity holdings, whether voting or non-voting and whether insulated or not, and/or debt interests collectively constitute more than 33% of a station’s “enterprise value," which consists of the total equity and debt capitalization, and the non-voting stockholder or equity-holder/debt holder has an attributable interest in another radio station, television station or newspaper in the same market or supplies more than 15% of the programming of the station owned by the entity in which such holder holds such stock, equity or debt interests).
18
Programming and Operation
The Communications Act requires broadcasters to serve the “public interest.” To satisfy that obligation broadcasters are required by FCC rules and policies to present programming that is responsive to community problems, needs and interests and to maintain certain records demonstrating such responsiveness. FCC rules require that each radio broadcaster place a list in its public inspection file at the end of each quarter which identifies important community issues and the programs the radio broadcaster used in the prior quarter to address those issues. The FCC adopted rules for television broadcasters in 2008, which require that certain portions of a television station’s public inspection file be uploaded to the FCC’s online data base. In January, 2016, the FCC adopted an order requiring that portions of the public inspection files of radio stations likewise be uploaded to the FCC’s online data base. Those requirements are currently effective for commercial radio stations with five or more employees in the top 50 markets. Other stations will have until March 1, 2018 to upload their public inspection files to the FCC’s online data base.
Complaints from listeners concerning a station’s programming may be filed at any time and will be considered by the FCC both at the time they are filed and in connection with a licensee’s renewal application. FCC rules also require broadcasters to provide equal employment opportunities (“EEO”) in the hiring of personnel, to abide by certain procedures in advertising employment opportunities, to make information available on employment opportunities on their website (if they have one), and maintain certain records concerning their compliance with EEO rules. The FCC will entertain individual complaints concerning a broadcast licensee’s failure to abide by the EEO rules but also conducts random audits on broadcast licensees’ compliance with EEO rules. We have been subject to numerous EEO audits. To date, none of those audits has disclosed any major violation that would have a material adverse effect on our operations. Stations also must follow provisions in the Communications Laws that regulate a variety of other activities, including political advertising, the broadcast of obscene or indecent programming, sponsorship identification, the broadcast of contests and lotteries, and technical operations (including limits on radio frequency radiation). In September 2015, the FCC adopted an order revising its rules that require a radio station to broadcast the material terms and conditions of any on-air contest. Under the new rules, stations may satisfy that disclosure obligation by posting the material terms and conditions of an on-air contest on the station’s web site or on another publicly-available Internet site instead of broadcasting them over the air.
In October 2015, the FCC made changes to certain technical rules regarding the AM radio service, and also adopted procedures designed to make it easier for owners of AM stations to use FM translators to rebroadcast their AM stations’ signals. We cannot predict at this time the extent, if any, to which those rule changes and procedures will affect our operations.
We are and have been subject to listener complaints from time to time on a variety of matters, and, while none of them has had a material adverse effect our operations as a whole to date, we cannot predict whether any future complaint might have a material adverse effect on our financial condition or results of operations.
Local Marketing Agreements
A number of radio stations, including certain of our stations, have entered into LMAs. In a typical LMA, the licensee of a station makes available, for a fee and reimbursement of its expenses, airtime on its station to a party which supplies programming to be broadcast during that airtime, and collects revenues from advertising aired during such programming. LMAs are subject to compliance with the antitrust laws and the Communications Laws, including the requirement that the licensee must maintain independent control over the station and, in particular, its personnel, programming, and finances.
A station that brokers more than 15% of the weekly programming hours on another station in its market will be considered to have an attributable ownership interest in the brokered station for purposes of the FCC’s ownership rules. As a result, a radio station may not enter into an LMA that allows it to program more than 15% of the weekly programming hours of another station in the same market that it could not own under the FCC’s multiple ownership rules.
Joint Sales Agreements
From time to time, radio stations enter into JSAs. A typical JSA authorizes one party or station to sell another station’s advertising time and retain the revenue from the sale of that airtime in exchange for a periodic payment to the station whose airtime is being sold (which may include a share of the revenue collected from the sale of airtime). Like LMAs, JSAs are subject to compliance with antitrust laws and the Communications Laws, including the requirement that the licensee must maintain independent control over the station and, in particular, its personnel, programming, and finances.
19
Under the FCC’s ownership rules, a radio station that sells more than 15% of the weekly advertising time of another radio station in the same market will be attributed with the ownership of that other station. For that reason, a radio station cannot have a JSA with another radio station in the same market if the FCC’s ownership rules would otherwise prohibit that common ownership.
In January 2000, the FCC released a
Report and Order
adopting rules for a new Low Power FM (“LPFM”) service consisting of two classes of radio stations, one with a maximum power of 100 watts and the other with a maximum power of 10 watts. On December 11, 2007, the FCC released a
Report and Order
which made changes in the rules and provided further protection for LPFM radio stations and, in certain circumstances, required full power stations (like the ones we own) to provide assistance to LPFM stations in the event they are subject to interference or are required to relocate their facilities to accommodate the inauguration of new or modified service by a full power radio station. The FCC has limited ownership and operation of LPFM stations to persons and entities that do not currently have an attributable interest in any FM station and has required that LPFM stations be operated on a non-commercial educational basis. The FCC has granted numerous construction permits for LPFM stations and many LPFM stations are now operating around the country. To date, LPFM radio stations have not had a material adverse effect on our operations. The Local Radio Community Act of 2010 (the “LRCA”), which was signed into law in January 2011, requires the FCC to, among other things, (1) modify its rules to authorize LPFM stations to operate on second-adjacent channels to full-power radio stations, and (2) waive second-adjacent channel separation requirements if the proposed operation of an LPFM station would not cause interference to any authorized full-power station. This law required the FCC to complete a study within one year of enactment to assess the economic impact that LPFM stations have on full-power radio stations like the stations we own. In compliance with this law, the FCC issued several reports in 2012 in which it found that LPFM stations generally serve areas that are substantially smaller in size and population than those served by full-service commercial radio stations, that LPFM stations have less of an Internet presence than full-power stations, that LPFM stations offer program formats different than full-power stations, and that the average LPFM station located in an Nielsen Audio market has negligible ratings and a significantly smaller audience than most full-power stations in the same market.
The FCC’s action under the LRCA could increase the number of LPFM stations in markets where we have stations, and that increase could produce interference from LPFM stations to our stations. We cannot predict at this time whether the LRCA in particular or the advent of LPFM service in general will have a material adverse impact on our operations in the future. We also cannot predict whether LPFM service could increase competition for listeners and revenues and have a material adverse effect on our operations.
On March 3, 2011, the FCC issued an order which would limit the ability of a broadcaster to move a radio station from one community to another. The FCC created a rebuttable presumption that would apply when a proposed community is located in an urbanized area or when the station could cover more than 50% of an urbanized area through the proposed community. In either of those circumstances, it would be presumed that the broadcaster intends to serve the entire urbanized area rather than the specified community and would not be allowed to change the station’s community of license unless the broadcaster presented a compelling case showing that (1) the proposed community is “truly” independent of the urbanized area, (2) the proposed community has a specific need for an outlet for local expression separate from the urbanized area, and (3) the station would be able to serve the community’s need for a local outlet. The FCC further explained that (1) in no event would it approve any proposal that would create an area that had no access to radio services or access to only one radio service, and (2) the FCC would “strongly disfavor” any community change that would result in the loss of third, fourth or fifth radio service to more than 15% of the population within a station’s existing service area or that would deprive any community of “substantial size” (meaning a community with a population of 7,500 or greater) of its second local service. In subsequent decisions, the FCC has clarified that its policy does not apply to situations where a station is moving its community of license from one urbanized area to another urbanized area or from a community inside an urbanized area to another community in the same urbanized area. The FCC’s policy could nonetheless limit our options in relocating or acquiring radio stations and, to that extent, may have a material adverse impact on our operations.
Antitrust and Market Concentration Considerations
In addition, from time to time Congress and the FCC have considered, and may in the future consider and adopt, new laws, regulations and policies regarding a wide variety of matters that could, directly or indirectly, affect the operation, ownership or profitability of our radio stations, result in the loss of audience share and advertising revenues for our radio stations, or affect our ability to acquire additional radio stations or finance such acquisitions.
Potential future acquisitions, to the extent they meet specified size thresholds, will be subject to applicable waiting periods and possible review under the Hart-Scott-Rodino Act (“HSR Act”), by the Department of Justice (the "DOJ”) or the Federal Trade Commission (the “FTC”), either of which can be required to, or can otherwise determine to, evaluate a transaction to determine whether that transaction should be challenged under the federal antitrust laws. Transactions are subject
20
to the HSR Act only if the acquisition price or fair market value of the stations to be acquired is $80.8 million or more. Acquisitions that are not required to be reported under the HSR Act may still be investigated by the DOJ or the FTC under the antitrust laws before or after consummation. At any time before or after the consummation of a proposed acquisition, the DOJ or the FTC could take such action under the antitrust laws as it deems necessary, including seeking to enjoin the acquisition or seeking divestiture of the business acquired or certain of our other assets. The DOJ has reviewed numerous potential radio station acquisitions where an operator proposed to acquire additional stations in its existing markets or multiple stations in new markets, and has challenged a number of such transactions. Some of these challenges have resulted in consent decrees requiring the sale of certain stations, the termination of LMAs or other relief. In general, the DOJ has more closely scrutinized radio mergers and acquisitions resulting in local market shares in excess of 35% of local radio advertising revenues, depending on format, signal strength and other factors. There is no precise numerical rule, however, and certain transactions resulting in more than 35% revenue shares have not been challenged, while certain other transactions may be challenged based on other criteria such as audience shares in one or more demographic groups as well as the percentage of revenue share. We estimate that we have more than a 35% share of radio advertising revenues in many of our markets.
We are aware that the DOJ commenced, and subsequently discontinued, investigations of several of our prior acquisitions. The DOJ can be expected to continue to enforce the antitrust laws in this manner, and there can be no assurance that future acquisitions will not be the subject of an investigation or enforcement action by the DOJ or the FTC. Similarly, there can be no assurance that the DOJ, the FTC or the FCC will not prohibit such acquisitions, require that they be restructured, or in appropriate cases, require that we divest stations we already own in a particular market or divest specific lines of business. In addition, private parties may under certain circumstances bring legal action to challenge an acquisition under the antitrust laws.
As part of its review of certain radio station acquisitions, the DOJ has stated publicly that it believes that commencement of operations under LMAs, JSAs and other similar agreements customarily entered into in connection with radio station ownership assignments and transfers prior to the expiration of the waiting period under the HSR Act could violate the HSR Act. In connection with acquisitions subject to the waiting period under the HSR Act, we will not commence operation of any affected station to be acquired under an LMA, a JSA, or similar agreement until the waiting period has expired or been terminated.
No assurances can be provided that actual, threatened or possible future DOJ or FTC action in connection with potential transactions would not have a material adverse effect on our ability to enter into or consummate various transactions, or operate any acquired stations at any time in the future.
Executive Officers of the Company
The following table sets forth certain information with respect to our executive officers as of
March 9, 2017
:
|
Name
|
Age
|
Position(s)
|
||
|
Mary G. Berner
|
57
|
President and Chief Executive Officer
|
||
|
John Abbot
|
54
|
Executive Vice President, Treasurer and Chief Financial Officer
|
||
|
Richard S. Denning
|
50
|
Senior Vice President, Secretary and General Counsel
|
||
|
Suzanne M. Grimes
|
58
|
Executive Vice President of Corporate Marketing and President of Westwood One
|
||
Mary G. Berner
is our President and Chief Executive Officer. Ms. Berner was initially elected to the Board of Directors at our 2015 annual meeting of stockholders. Prior to being appointed as Chief Executive Officer in October 2015, Ms. Berner served as President and Chief Executive Officer of MPA - The Association of Magazine Media since September 2012. From 2007 to 2011, she served as Chief Executive Officer of Reader's Digest Association. Before that, from November 1999 until January 2006, she led Fairchild Publications, Inc., first as President and Chief Executive Officer and then as President of Fairchild and as an officer of Condé Nast. She has also held leadership roles at Glamour, TV Guide, W, Women’s Wear Daily, Every Day with Rachael Ray and Allrecipes.com. Ms. Berner has served on numerous industry and not-for-profit boards. Ms. Berner received her Bachelor of Arts degree in History from the College of Holy Cross (Massachusetts).
John Abbot
is
our Executive Vice President, Treasurer, and Chief Financial Officer. Mr. Abbot joined Cumulus Media in July 2016, having most recently served as Executive Vice President and Chief Financial Officer of Telx Holdings Inc., a leading provider of connectivity, co-location and cloud services in the data center industry, from 2014 to 2015. Prior to his service at Telx, which was sold to Digital Realty Trust in October 2015, Mr. Abbot served as Chief Financial Officer of Insight Communications Company, Inc., a cable television business, for eight years. During the prior nine years, he worked in the Global Media and Communications Group of the Investment Banking Division at Morgan Stanley, where he was a Managing
21
Director. Mr. Abbot began his financial career as an associate at Goldman, Sachs & Co., and prior to that served as a Surface Warfare Officer in the U.S. Navy. He received a bachelor’s degree in Systems Engineering from the U.S. Naval Academy, an ME in Industrial Engineering from The Pennsylvania State University, and an MBA from Harvard Business School.
Richard S. Denning
is our Senior Vice President, Secretary and General Counsel. Prior to joining the Company, Mr. Denning was an attorney with Dow, Lohnes & Albertson, PLLC (“DL&A”) within DL&A’s corporate practice group in Atlanta, advising a number of media and communications companies on a variety of corporate and transactional matters. Mr. Denning also spent four years in DL&A’s Washington, D.C. office and has extensive experience in regulatory proceedings before the FCC. Mr. Denning has been a member of the Pennsylvania Bar since 1991, the District of Columbia Bar since 1993, and the Georgia Bar since 2000. He is a graduate of The National Law Center, George Washington University.
Suzanne M. Grimes
is our Executive Vice President of Corporate Marketing and President of Westwood One. Prior to joining our Company in January 2016, Ms. Grimes served as Founder and Chief Executive Officer of Jott LLC since January 2015. From December 2012 to September 2014, Ms. Grimes served as President and Chief Operating Officer of Clear Channel Outdoor North America. Prior to that, Ms. Grimes founded SMG Advisors, a consultancy for media and technology start-ups. Ms. Grimes has also held leadership roles at News Corp, Condé Nast and Reader’s Digest and previously served on the Board of the Outdoor Advertising Association of America and MPA - The Association of Magazine Media. Ms. Grimes earned a Bachelor of Science degree in Business Administration from Georgetown University.
Available Information
The Company is required to file annual, quarterly and current reports, proxy statements and other information with the SEC. The public may read and copy any materials that the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Our Internet site address is
www.cumulus.com.
On our site we make available, free of charge, our most recent Annual Report on Form 10-K, subsequent quarterly reports, current reports, our proxy statement and other information we file with the SEC, as soon as reasonably practicable after such documents are filed.
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Item 1A.
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Risk Factors
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Many statements contained or incorporated by reference in this Report are forward-looking in nature. These statements are based on our current plans, intentions or expectations, and actual results could differ materially as we cannot guarantee that we will achieve these plans, intentions or expectations. See “— Cautionary Statement Regarding Forward-Looking Statements.” Forward-looking statements are subject to numerous risks and uncertainties, including those specifically identified below. The Company cautions you not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Additional factors not presently known to the Company, or that the Company does not currently believe to be material, may also cause actual results to differ materially from expectations. Except as may be required by law, the Company undertakes no obligation to update or alter these forward-looking statements, whether as a result of new information, future events, or otherwise.
Risks Related to Our Business
The success of our business is dependent upon advertising revenues, which are seasonal and cyclical, and will also fluctuate as a result of a number of factors, some of which are beyond our control.
Our main source of revenue is the sale of advertising. Our ability to sell advertising depends on, among other things:
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economic conditions in the areas where our stations are located and in the nation as a whole;
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national and local demand for radio advertising;
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the popularity of the programming offered by our stations;
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changes in the population demographics in the areas where our stations are located;
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local and national advertising price fluctuations, which can be affected by the availability of programming, the popularity of programming, and the relative supply of and demand for commercial advertising;
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the capability and effectiveness of our sales organization;
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our competitors’ activities, including increased competition from other advertising-based mediums;
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decisions by advertisers to withdraw or delay planned advertising expenditures for any reason; and
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other factors beyond our control.
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Our operations and revenues also tend to be seasonal in nature, with generally lower revenue generated in the first quarter of the year and generally higher revenue generated in the second and fourth quarters of the year. The seasonality of our business reflects the adult orientation of our formats and relationship between advertising purchases on these formats and the retail cycle. This seasonality causes and will likely continue to cause a variation in our quarterly operating results. Such variations could have a material effect on the timing of our cash flows. In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political candidates, political parties and special interest groups. This political spending typically is heaviest during the fourth quarter.
We operate in a very competitive business environment and a decrease in our ratings or market share would adversely affect our revenues.
The radio broadcasting industry is very competitive. The success of each of our stations depends largely upon rates it can charge for its advertising which, in turn, depends on, among other things, the number of local advertising competitors and the overall demand for advertising within individual markets. These conditions are subject to change and highly susceptible to both micro and macroeconomic conditions.
Audience ratings and market shares fluctuate, and any adverse change in a particular market could have a material adverse effect on ratings and, consequently, the revenue of stations located in that market. While we already compete with other stations with comparable programming formats in many of our markets, any one of our stations could suffer a reduction in ratings or revenue and could require increased promotion and other expenses, and, consequently, could experience reduced operating results, if:
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another radio station in the market were to convert its programming format to a format similar to our station or launch aggressive promotional campaigns;
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a new station were to adopt a competitive format;
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we experience increased competition from non-radio sources;
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there is a shift in population, demographics, audience tastes or other factors beyond our control;
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an existing competitor were to strengthen its operations; or
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any one or all of our stations were unable to maintain or increase advertising revenue or market share for any other reasons.
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The Telecom Act may allow for the further consolidation of ownership of radio broadcasting stations in markets in which we operate or may operate in the future, which could further increase competition in these markets. In addition, some competing owners may be larger and have substantially more financial and other resources than we do, which could provide them with certain advantages in competing against us. As a result of all the foregoing, there can be no assurance that the competitive environment will not affect us, and that any one or all of our stations will be able to maintain or increase advertising revenue market share.
The loss of affiliation agreements by our radio networks could materially adversely affect our financial condition and results of operations.
We have more than
8,200
broadcast radio stations affiliated with our Westwood One network. Westwood One receives advertising inventory from its affiliated stations, either in the form of stand-alone advertising time within a specified time period or commercials inserted by its radio networks into their programming. In addition, primarily with respect to satellite radio providers, we receive a fee for providing such programming. The loss of network affiliation agreements by Westwood One could adversely affect our results of operations by reducing the reach of our network programming and, therefore, its attractiveness to advertisers. Renewals of such agreements on less favorable terms may also adversely affect our results of operations through reductions of advertising revenue.
We must continue to respond to the rapid changes in technology, services and standards that characterize our industry in order to remain competitive. Our failure to timely or appropriately respond to any such changes could materially adversely affect our business and results of operations.
The radio broadcasting industry is subject to technological change, evolving industry standards and the emergence of other media technologies and services with which we compete for listeners and advertising dollars. We may not have the resources to acquire and deploy other technologies or to create or introduce new services that could effectively compete with these other technologies. Competition arising from other technologies or regulatory change may have a material adverse effect
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on us, and on the radio broadcasting industry as a whole. Various other audio technologies and services have been developed which compete for listeners and advertising dollars traditionally spent on radio advertising including:
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personal digital audio and video devices (e.g. smart phones, tablets);
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satellite delivered digital radio services that offer numerous programming channels such as Sirius Satellite Radio;
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audio programming by internet content providers, internet radio stations such as Pandora Internet Radio, cable systems, direct broadcast satellite systems and other digital audio broadcast formats;
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low power FM radio stations, which are non-commercial FM radio broadcast outlets that serve small, localized areas;
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applications that permit users to listen to programming on a time-delayed basis and to fast-forward through programming and/or advertisements (e.g. podcasts); and
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search engine and e-commerce websites where a significant portion of their revenues are derived from advertising dollars such as Google and Yelp.
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These or other new technologies have the potential to change the means by which advertisers can reach target audiences most effectively. We cannot predict the effect, if any, that competition arising from these or other technologies or regulatory change may have on the radio broadcasting industry as a whole.
Disruptions or security breaches of our information technology infrastructure could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer.
Any internal technology error or failure impacting systems hosted internally or externally, or any large scale external interruption in technology infrastructure we depend on, such as power, telecommunications or the Internet, may disrupt our technology network. Any individual, sustained or repeated failure of technology could impact our customer service and result in increased costs or reduced revenues. Our technology systems and related data also may be vulnerable to a variety of sources of interruption due to events beyond our control, including natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues. While we have in place, and continue to invest in, technology security initiatives and disaster recovery plans, these measures may not be adequate or implemented properly to prevent a business disruption and its adverse financial impact and consequences to our business's reputation.
In addition, as a part of our ordinary business operations, we may collect and store sensitive data, including personal information of our clients, listeners and employees. The secure operation of the networks and systems on which this type of information is stored, processed and maintained is critical to our business operations and strategy. Any compromise of our technology systems resulting from attacks by hackers or breaches due to employee error or malfeasance could result in the loss, disclosure, misappropriation of or access to clients’, listeners’, employees’ or business partners’ information. Any such loss, disclosure, misappropriation or access could result in legal claims or proceedings, significant liability or regulatory penalties under laws protecting the privacy of personal information, disrupt operations and damage our reputation, any or all of which could adversely affect our business.
We have written off, and could in the future be required to write off a significant portion of the fair value of our FCC licenses and goodwill, which may adversely affect our financial condition and results of operations.
As of
December 31, 2016
, our FCC licenses and goodwill comprised
69.4%
of our assets. Each year, and more frequently on an interim basis if appropriate, we are required by Accounting Standards Codification ("ASC") Topic 350,
Intangibles — Goodwill and Other
(“ASC 350”), to assess the fair value of our FCC broadcast licenses and goodwill to determine whether the carrying value of those assets is impaired. Significant judgments are required to estimate the fair value of reporting units including estimating future cash flows, near-term and long-term revenue growth, and determining appropriate discount rates, among other assumptions. During the year ended
December 31, 2016
, we recorded an impairment charge of $603.1 million on our FCC licenses and goodwill. Future impairment reviews could result in additional impairment charges. Any such impairment charges could materially adversely affect our financial results for the periods in which they are recorded.
Disruptions in the capital and credit markets could restrict our ability to access further financing.
We may rely in a significant part on the capital and credit markets to meet our financial commitments and short-term liquidity needs if internal funds from operations are not sufficient for these purposes in the future. Disruptions in the capital and credit markets could adversely affect our ability to draw on our credit facilities or access capital. Our access to funds under credit facilities is dependent on, among other things, the ability of our lenders to meet their funding commitments. Those lenders may not be able or willing to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests from their borrowers within a short period of time. Disruptions in the
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capital and credit markets may also result in increased costs associated with bank credit facilities. Continued disruptions could increase our interest expense and adversely affect our results of operations.
Longer term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, or reduced financing alternatives could adversely affect our ability to access any financing. Any such disruption could increase our costs, require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding could be arranged. Such measures could include higher cost financings, deferring capital expenditures and reducing or eliminating future uses of cash, any of which could materially adversely affect our business and results of operations.
We are exposed to credit risk on our accounts receivable. This risk is heightened during periods of uncertain economic conditions.
Our outstanding accounts receivable are not covered by collateral or credit insurance. While we have procedures to monitor and limit exposure to credit risk on our receivables, which risk is heightened during periods of uncertain economic conditions, there can be no assurance such procedures will effectively limit our credit risk and enable us to avoid losses, which could have a material adverse effect on our financial condition and operating results.
We are dependent on key personnel.
Our business is managed by a small number of key management and operating personnel, and our loss of one or more of these individuals could have a material adverse effect on our business. We believe that our future success will depend in large part on our ability to attract and retain highly skilled and qualified personnel and to effectively train and manage our employee base. Although we have entered into employment agreements with some of our key management personnel that include provisions restricting their ability to compete with us under specified circumstances, we cannot be assured that all of those restrictions would be enforced if challenged in court.
We also from time to time enter into agreements with on-air personalities with large loyal audiences in their individual markets to protect our interests in those relationships that we believe to be valuable. The loss of one or more of these personalities could result in losses of audience share in that particular market which, in turn, could adversely affect revenues in that particular market.
The broadcasting industry is subject to extensive and changing federal regulation.
The radio broadcasting industry is subject to extensive regulation by the FCC under the Communications Act. We are required to obtain licenses from the FCC to operate our stations. Licenses are normally granted for a term of eight years and are renewable. Although the vast majority of FCC radio station licenses are routinely renewed, we cannot assure you that the FCC will grant our existing or future renewal applications or that the renewals will not include conditions out of the ordinary course. The non-renewal, or renewal with conditions, of one or more of our licenses could have a material adverse effect on us.
We must also comply with the extensive FCC regulations and policies on the ownership and operation of our radio stations. FCC regulations limit the number of radio stations that a licensee can own in a market, which could restrict our ability to acquire radio stations that could be material to our overall financial performance or our financial performance in a particular market.
The FCC also requires radio stations to comply with certain technical requirements to limit interference between two or more radio stations. Despite those limitations, a dispute could arise whether another station is improperly interfering with the operation of one of our stations or another radio licensee could complain to the FCC that one our stations is improperly interfering with that licensee’s station. There can be no assurance as to how the FCC might resolve that dispute. These FCC regulations and others may change over time, and we cannot assure you that those changes would not have a material adverse effect on us.
Legislation and regulation of digital media businesses, including privacy and data protection regimes, could create unexpected costs, subject us to enforcement actions for compliance failures, or cause us to change our digital media technology platform or business model.
U.S. and foreign governments have enacted, considered or are currently considering legislation or regulations that relate to digital advertising, including, for example, the online collection and use of anonymous user data and unique device identifiers, such as IP address or unique mobile device identifiers, geo-location data and other privacy and data protection regulation. Such legislation or regulations could affect the costs of doing business online, and could reduce the demand for our
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digital solutions or otherwise harm our digital operations. For example, a wide variety of state, national and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal data. While we take measures to protect the security of information that we collect, use and disclose in the operation of our business, such measures may not always be effective. Data protection and privacy-related laws and regulations are evolving and could result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions. In addition, it is possible that these laws and regulations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our business practices. Any failure, or perceived failure, by us to comply with U.S. federal, state, or international laws, including laws and regulations governing privacy, data security or consumer protection, could result in proceedings against us by governmental entities, consumers or others. Any such proceedings could force us to spend significant amounts in defense of these proceedings, distract our management, result in fines or require us to pay significant monetary damages, damage our reputation, adversely affect the demand for our services, increase our costs of doing business or otherwise cause us to change our business practices or limit or inhibit our ability to operate or expand our digital operations.
The FCC has been vigorous in its enforcement of its rules and regulations, including its indecency, sponsorship identification and EAS rules, violations of which could have a material adverse effect on our business.
The Company is subject to many rules and regulations that govern the operations of its radio stations. The FCC has previously imposed, or sought to impose, fines on the Company, such as a $540,000 penalty imposed on us in early 2016 for sponsorship identification violations occurring in 2011, nearly all of which occurred prior to the Company’s ownership of the station and continued for approximately one month thereafter. The FCC also has shortened the renewal terms for certain of our radio stations in response to rule violations. It also is not uncommon for a radio station and the FCC to seek to settle alleged rule violations prior to the issuance of an order that would impose fines and other penalties, but such settlements or consent decrees usually result in the station owner paying money to the FCC. Notwithstanding the efforts by the Company to prevent violations of FCC rules and regulations, however, it is likely that the Company will continue to be subject to such penalties (whether through the issuance of orders by the FCC or the execution of settlement agreements) given the number of radio stations owned and/or operated by the Company, and those penalties can be substantial.
The FCC’s regulations, for instance, prohibit the broadcast of “obscene” material at any time, and “indecent” material between the hours of 6:00 a.m. and 10:00 p.m. Violations of this rule can result in fines up to $325,000 for each violation. While we have no knowledge of any pending complaints before the FCC alleging that obscene or indecent material has been broadcast on any of our stations, such complaints may have been, or in the future may be, filed against our stations.
The FCC has recently increased its enforcement of regulations requiring a radio station to include an on-air announcement which identifies the sponsor of all advertisements and other matter broadcast by any radio station for which any money, service or other valuable consideration is received. Fines for such violations can be substantial as they are dependent on the number of times a particular advertisement is broadcast. Similarly, the FCC has recently sought to impose substantial fines on broadcasters who transmit Emergency Alert System (“EAS”) codes, or simulations thereof, in the absence of an actual emergency or authorized test of the EAS. In 2014, for instance, the FCC imposed a fine of $1.9 million on three media companies, and last year imposed a fine of $1 million on a radio broadcaster, in each case based on a determined misuse of EAS tones.
The Company is currently subject to, and may become subject to new, FCC inquiries or proceedings related to our stations’ broadcasts or operations. We cannot predict the outcome of such inquiries and proceedings, but to the extent that such inquiries or proceedings result in the imposition of fines (alone or in the aggregate), a settlement with the FCC, revocation of any of our station licenses or denials of license renewal applications, our results of operation and business could be materially adversely affected.
Legislation could require radio broadcasters to pay royalties to record labels and recording artists.
We currently pay royalties to song composers and publishers through Broadcast Music Inc., the American Society of Composers, Authors and Publishers and SESAC, Inc. but not to record labels or recording artists for exhibition or use of over the air broadcasts of music. From time to time, Congress considers legislation which could change the copyright fees and the procedures by which the fees are determined. The legislation historically has been the subject of considerable debate and activity by the broadcast industry and other parties affected by the proposed legislation. It cannot be predicted whether any proposed legislation will become law or what impact it would have on our results from operations, cash flows or financial position.
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We are a holding company with no material independent assets or operations and we depend on our subsidiaries for cash.
We are a holding company with no material independent assets or operations, other than our investments in our subsidiaries. Because we are a holding company, we are dependent upon the payment of dividends, distributions, loans or advances to us by our subsidiaries to fund our obligations. These payments could be or become subject to restrictions under applicable laws in the jurisdictions in which our subsidiaries operate. Payments by our subsidiaries are also contingent upon the subsidiaries’ earnings. If we are unable to obtain sufficient funds from our subsidiaries to fund our obligations, our financial condition and ability to meet our obligations may be adversely affected.
Risks Related to Our Indebtedness
Lower than expected financial performance and the amount of our outstanding debt may make it more difficult to comply with the covenants in our debt instruments, including the financial covenant in our Credit Agreement (defined below), which could cause a default or an event of default under such debt instruments and a related acceleration of our indebtedness and, in some instances, the foreclosure on some or all of our assets, any of which could have a material adverse effect on our financial condition and results of operations.
The instruments governing our outstanding indebtedness contain a number of restrictive covenants, some of which become more restrictive in the future. For example, our Amended and Restated Credit Agreement (as amended, the "Credit Agreement"), dated as of December 23, 2013, among the Company, Cumulus Media Holdings Inc., a direct wholly-owned subsidiary of the Company ("Cumulus Holdings"), as borrower, and certain lenders and agents, requires us to comply with a maximum first lien leverage ratio as of the last day of any fiscal quarter if any amounts are outstanding under the revolving credit facility thereunder ( the “Revolving Credit Facility”) or any letters of credit are outstanding that have not been collateralized by cash. The first lien leverage ratio impacts the availability of funding under the Revolving Credit Facility. The first lien leverage ratio covenant periodically decreases over time until it reaches 4.0 to 1 on March 31, 2018. At March 31, 2017, the required ratio covenant will be 4.5 to 1. While we currently have no borrowings outstanding under the Revolving Credit Facility (and therefore the first lien leverage covenant does not apply), if the applicable ratio were to apply, we would not have access to borrowings under the Revolving Credit Facility. Our inability to borrow under the Revolving Credit Facility would continue until we were able to satisfy the applicable ratio requirement.
Our ability to comply with the covenants in (i) the Credit Agreement, and (ii) the indenture governing our 7.75% Senior Notes due May 1, 2019 (the “Indenture”), will depend upon our future financial and operating performance and various other factors, such as business, competitive, technological, legislative and regulatory factors, some of which are beyond our control. We may not be able to maintain compliance with certain covenants in the future.
If
91
days prior to the stated maturity date of the Indenture (the "Springing Maturity Date") the aggregate principal amount of the Notes under the Indenture outstanding exceeds
$200.0 million
, the Term Loan under the Credit Agreement maturity date shall be accelerated to the Springing Maturity Date.
An event of default could result, subject to applicable notice and cure provisions, which would likely result in a material adverse impact on our financial position. Upon the occurrence of an event of default, the lenders could elect to declare all amounts outstanding under the Credit Agreement to be immediately due and payable and terminate all commitments to extend further credit. In addition, lenders under any of our indebtedness to which a cross-default or cross-acceleration provision applies may then be entitled to take certain similar actions. In the event any of our lenders or note holders accelerate the required repayment of our borrowings, we may not have sufficient assets to repay such indebtedness.
The lenders under the Credit Agreement have taken security interests in substantially all of our consolidated assets, and we have pledged the stock of certain of our subsidiaries to secure the debt under the Credit Agreement. If the lenders accelerate the required repayment of borrowings, we may be forced to liquidate certain assets to repay all or part of such borrowings, and we cannot assure you that sufficient assets will remain to continue operations after we have paid all of the borrowings under such Credit Agreement. We do not know what value we would receive upon such liquidation and we may receive values significantly below market values. Depending on the timing of such liquidation sales, we cannot predict what market, if any, will exist for our assets. If we were unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that indebtedness and we could be forced into bankruptcy or liquidation. Our ability to liquidate assets could also be affected by the regulatory restrictions associated with radio stations, including FCC licensing, which may make the market for these assets less liquid and increase the chances that these assets would be liquidated at a significant loss. Any requirement for us to liquidate assets would likely have a material adverse effect on our business.
We require substantial cash flows to service our debt and other obligations. Our inability to generate sufficient cash flows could have a material adverse effect on our business.
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In order to service our significant indebtedness, we require, and will continue to require, significant cash flows. Our revenue is subject to such factors as shifts in population, station listenership, demographics, competition and audience tastes, and fluctuations in preferred advertising media. Our ability to generate sufficient cash flow to make required principal and interest payments on, or refinance, our debt obligations depends on our financial condition and operating performance, which are subject to prevailing micro-economic and macro-economic and competitive conditions, which are beyond our control. We may be unable to maintain or derive a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to seek to dispose of material assets or operations, seek additional debt or equity capital or seek to restructure or refinance our indebtedness. We may not be able to effect any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. Our inability to generate sufficient cash from operations to service our debt and other obligations would lead to a material adverse effect on our business.
Despite our current level of indebtedness, we may still be able to incur additional debt from time to time in the future. This could further exacerbate the risks to our financial condition described above.
We may be able to incur additional indebtedness in the future. Although the Indenture and the Credit Agreement contain, and credit facilities we enter into in the future may contain, restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and any additional indebtedness incurred in compliance with these restrictions could be material. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
Borrowings under the Credit Agreement are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income would decrease. As a result, a significant increase in interest rates could have a material adverse effect on our financial condition.
The terms of the Indenture and the Credit Agreement restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.
The Indenture and the Credit Agreement contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests, including restrictions on our ability to:
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incur additional indebtedness and guarantee indebtedness;
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pay dividends or make other distributions or repurchase or redeem capital stock;
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prepay, redeem or repurchase certain debt;
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issue certain preferred stock or similar equity securities;
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make loans and investments;
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sell assets;
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incur liens;
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enter into transactions with affiliates;
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alter the businesses we conduct;
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enter into agreements restricting our restricted subsidiaries’ ability to pay dividends; and
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consolidate, merge or sell all or substantially all of our assets.
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In addition, as described above, the restrictive covenants in the Credit Agreement require us to maintain compliance with specified financial ratios and satisfy other financial condition tests.
As a result of these restrictions, we may be:
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limited in how we conduct our business;
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unable to raise additional debt or equity financing; or
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unable to compete effectively or to take advantage of new business opportunities.
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These restrictions may adversely affect our ability to operate our current and planned business, or make certain changes in our business and to respond to changing circumstances, any of which could have a material adverse effect on our financial condition or results of operations.
Risks Related to Our Class A Common Stock
Our Class A common stock is listed on the NASDAQ Capital Market, but we cannot guarantee that we will be able to satisfy the continued listing standards going forward, and if our Class A common stock is delisted, it could have a material adverse effect on the liquidity of our common stock.
Although our Class A common stock is listed on the NASDAQ Capital Market, we cannot ensure that we will be able to satisfy the continued listing standards of the NASDAQ Capital Market going forward. If we cannot satisfy the continued listing standards going forward, the NASDAQ Stock Market, LLC may commence delisting procedures against us, which could result in our Class A common stock being removed from listing on the NASDAQ Capital Market. If our Class A common stock were to be delisted, the liquidity of our common stock would be adversely affected and the market price of our common stock could decrease. Delisting could also adversely affect our stockholders' ability to trade or obtain quotations on our shares because of lower trading volumes and transaction delays. There can be no assurance that we will be able to comply with the minimum bid price requirement, or any other continued listing requirements in the future.
The public market for our Class A Common Stock may be volatile.
We cannot assure you that the market price of our Class A common stock will not decline further. The market price for our Class A common stock could be subject to wide fluctuations in response to such factors as:
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the total amount of our indebtedness and our ability to service that debt;
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conditions and trends in the radio broadcasting industry;
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actual or anticipated variations in our operating results, including audience share ratings and financial results;
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estimates of our future performance and/or operations;
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changes in financial estimates by securities analysts;
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technological innovations;
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competitive developments;
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adoption of new accounting standards affecting companies in general or affecting companies in the radio broadcasting industry in particular; and
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general market conditions and other factors.
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Further, the stock markets, and in particular the NASDAQ Capital Market, the market on which our Class A common stock is listed, from time to time have experienced extreme price and volume fluctuations that were not necessarily related or proportionate to the operating performance of the affected companies. In addition, general economic, political and market conditions such as recessions, interest rate movements or international currency fluctuations, may adversely affect the market price of our Class A common stock.
Certain stockholders or groups of stockholders have, and will have, the right to appoint members to our board of directors and, consequently, the ability to exert significant influence over us.
As of
December 31, 2016
, Crestview Radio Investors, LLC ("Crestview") was our largest shareholder and, based on its most recent filing on Schedule 13D/A, beneficially owned shares representing approximately 30.2% of our outstanding Class A common stock on a fully converted basis.
In addition, in connection with the financing transactions undertaken in connection with the completion of our acquisition of Citadel Broadcasting Company on September 16, 2011, we entered into a Stockholders’ Agreement (the “Stockholders Agreement”) with, among others, Lewis W. Dickey, Jr. a member of the Board and certain members of his family (the "Dickeys") and Crestview. Under the Stockholders Agreement, the size of our board was increased to seven members, and the two vacancies on our board created thereby were filled by individuals designated by Crestview. In accordance with the Stockholders Agreement, Crestview maintains the right to designate two individuals for nomination to our board, and the Dickeys maintain the right to designate one individual for nomination to our board. The Stockholders Agreement provides that the other three positions on our board will be filled by directors who meet applicable independence criteria. The Stockholders Agreement also provides that, for so long as Crestview is our largest stockholder, it will have the right to have one of its designees, who shall meet the definition of an independent director and who is elected to our board, and is selected by it, appointed as the “lead director” of our board. Further, the parties to the Stockholders Agreement (other than the Company) have
29
agreed to support such directors (or others as may be designated by the relevant stockholders) as nominees to be presented to the Company’s stockholders for approval at subsequent stockholder meetings for the term set out in the Stockholders Agreement. Each stockholder party’s respective director nomination rights will generally survive for so long as it continues to own a specified percentage of our stock, subject to certain exceptions.
As a result of these significant stockholdings, and their right to designate members of our board, these stockholders are expected to be able to continue to exert significant influence over our policies and management, potentially in a manner which may not be in our best interests or the best interests of the other shareholders, lenders or debtholders.
Cautionary Statement Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains and incorporates by reference “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). For purposes of federal and state securities laws, forward-looking statements are all statements other than those of historical fact and are typically identified by the words “believes,” “expects,” “anticipates,” “continues,” “intends,” “likely,” “may,” “plans,” “potential,” “should,” “will” and similar expressions, whether in the negative or the affirmative. These statements include statements regarding the intent, belief or current expectations of Cumulus and its directors and officers with respect to, among other things, future events, financial results and financial trends expected to impact Cumulus.
Such forward-looking statements are and will be, as the case may be, subject to change and subject to many risks, uncertainties and other factors relating to our operations and business environment, which may cause our actual results to be materially different from any future results, expressed or implied, by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following:
|
•
|
the possibility that we may be unable to achieve certain expected revenue results, including as a result of factors or events that are unexpected or otherwise outside of our control;
|
|
•
|
our ability to generate sufficient cash flows to service our debt and other obligations and our ability to access capital, including debt or equity;
|
|
•
|
general economic or business conditions affecting the radio broadcasting industry being less favorable than expected, including the impact of decreased spending by advertisers;
|
|
•
|
changes in market conditions that could impair our goodwill or intangible assets and the effects of any material impairment of our goodwill or intangible assets;
|
|
•
|
our ability to execute our business plan and strategy;
|
|
•
|
our ability to attract, motivate and/or retain key executives and associates;
|
|
•
|
increased competition in the radio broadcasting industry and our ability to respond to changes in technology in order to remain competitive;
|
|
•
|
disruptions or security breaches of our information technology infrastructure;
|
|
•
|
the impact of current or pending legislation and regulations, antitrust considerations, and pending or future litigation or claims;
|
|
•
|
changes in regulatory or legislative policies or actions or in regulatory bodies;
|
|
•
|
changes in uncertain tax positions and tax rates;
|
|
•
|
changes in the financial markets;
|
|
•
|
changes in capital expenditure requirements;
|
|
•
|
changes in interest rates;
|
|
•
|
volatility in the price of our Class A common stock and the inability to comply with continued listing standards of NASDAQ;
|
|
•
|
our ability to execute and implement our acquisition and divestiture strategies;
|
|
•
|
the possibility that we may be unable to achieve any expected cost-saving or operational synergies in connection with any acquisitions or business improvements, or achieve them within the expected time periods;
and
|
|
•
|
other risks and uncertainties referenced from time to time in this Form 10-K and other filings of ours with the SEC or not currently known to us or that we do not currently deem to be material.
|
Many of these factors are beyond our control or are difficult to predict, and their ultimate impact could be material. We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date of this Form 10-K. Except as may be required by law, we do not undertake any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.
|
Item 1B.
|
Unresolved Staff Comments
|
Not applicable.
|
Item 2.
|
Properties
|
30
The types of properties required to support each of our radio stations include studios, sales offices, and tower sites. A station’s studios are generally housed with its offices in a business district within the station’s community of license or largest nearby community. The tower sites are generally located in an area to provide maximum market coverage.
As of
December 31, 2016
, we owned 49 studio facilities and 151 tower sites in our
90
markets. We lease additional studio, office facilities, and tower sites throughout all of our markets. We also lease corporate office space in Atlanta, Georgia, and office space in New York, New York; Dallas, Texas; Denver, Colorado and Los Angeles, California for the production and distribution of our radio network. We do not anticipate any difficulties in renewing any facility leases or in leasing alternative or additional space, if required. We own substantially all of our other equipment, consisting principally of transmitting antennae, transmitters, studio equipment, and general office equipment.
No single property is material to our operations. We believe that our properties are generally in good condition and suitable for our operations; however, we continually look for opportunities to upgrade our studios, office space and transmission facilities.
|
Item 3.
|
Legal Proceedings
|
In March 2011, the Company and certain of our subsidiaries were named as defendants along with other radio companies, including Beasley Broadcast Group, Inc., CBS Radio, Inc., Entercom Communications, Greater Media, Inc. and Townsquare Media, LLC in a patent infringement suit. The case, Mission Abstract Data L.L.C., d/b/a Digimedia v. Beasley Broadcast Group, Inc., et. al., Civil Action Case No: 1:99-mc-09999, U.S. District Court for the District of Delaware (filed March 1, 2011), alleges that the defendants are infringing or have infringed on plaintiff’s patents entitled “Selection and Retrieval of Music from a Digital Database.” Plaintiff is seeking injunctive relief and unspecified damages. This case has been stayed, and is awaiting further action by the court.
In August 2015, we were named as a defendant in two separate putative class action lawsuits relating to our use and public performance of certain sound recordings fixed prior to February 15, 1972 (the "Pre-1972 Recordings"). The first suit, ABS Entertainment, Inc., et. al. v, Cumulus Media Inc., was filed in the United States District Court for the Central District of California and alleged, among other things, copyright infringement under California state law, common law conversion, misappropriation and unfair business practices. On December 11, 2015, this suit was dismissed without prejudice. The second suit, ABS Entertainment, Inc., v. Cumulus Media Inc., was filed in the United States District Court for the Southern District of New York and alleges, among other things, common law copyright infringement and unfair competition. The New York lawsuit was stayed pending an appeal before the Second Circuit involving unrelated third parties over whether the owner of a Pre-1972 Recording holds an exclusive right to publicly perform that recording under New York common law. On December 20, 2016, in a case not involving Cumulus Media, Inc., the New York Court of Appeals held that New York common law does not recognize a right of public performance for owners of pre-1972 Recordings. The stay remains in effect in our New York lawsuit until appeal rights are exhausted and the Second Circuit issues a mandate in the unrelated case.
The pending suit seeks unspecified damages. The Company is evaluating the suit, and intends to defend itself vigorously. The Company is not yet able to determine what effect the lawsuit will have, if any, on its financial position, results of operations or cash flows.
In the first quarter of 2016, CBS Radio Inc. ("CBS") filed a demand for arbitration against certain of our
subsidiaries. This action alleged that certain of our subsidiaries breached the terms of one or more contracts with CBS relating
to sports network radio programming and content. As previously disclosed, in the third quarter of 2016, the Company settled these claims in exchange for a one-time payment of $13.3 million. This payment was classified as a content cost in the accompanying consolidated statement of operations for the year ended December 31, 2016.
The Company currently is, and expects that from time to time in the future it will be, party to, or a defendant in, various other claims or lawsuits that are generally incidental to its business. The Company expects that it will vigorously contest any such claims or lawsuits and believes that the ultimate resolution of any such known claim or lawsuit will not have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows.
|
Item 4.
|
Mine Safety Disclosures
|
Not applicable.
31
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
Market Information For Common Stock
Shares of our Class A common stock, par value $0.01 per share, are listed on the NASDAQ Capital Market under the symbol CMLS. There is no established public trading market for our Class C common stock. On October 12, 2016, we effected a one-for-eight (1:8) reverse stock split (the "Reverse Stock Split"). As a result of the Reverse Stock Split, every eight shares of each class of the Company's outstanding common stock were combined into one share of the same class of common stock and the authorized shares of each class of the Company's common stock were reduced by the same ratio. The price of the Company's outstanding stock was adjusted proportionally. The par value of the Company's common stock was not adjusted as a result of the Reverse Stock Split.
The following table sets forth, for the calendar quarters indicated, the high and low sales prices of the Class A common stock as reported in published financial sources. Sales prices have been adjusted for all periods presented to reflect the impact of the Reverse Stock Split.
|
Year
|
High
|
Low
|
|||||
|
2015
|
|||||||
|
First Quarter
|
$
|
4.51
|
|
$
|
2.35
|
|
|
|
Second Quarter
|
$
|
2.65
|
|
$
|
1.90
|
|
|
|
Third Quarter
|
$
|
2.08
|
|
$
|
0.68
|
|
|
|
Fourth Quarter
|
$
|
0.82
|
|
$
|
0.18
|
|
|
|
2016
|
|||||||
|
First Quarter
|
$
|
0.60
|
|
$
|
0.18
|
|
|
|
Second Quarter
|
$
|
0.50
|
|
$
|
0.26
|
|
|
|
Third Quarter
|
$
|
0.45
|
|
$
|
0.29
|
|
|
|
Fourth Quarter
|
$
|
2.40
|
|
$
|
0.30
|
|
|
Holders
As of
March 9, 2017
, there were approximately
1,497
holders of record of our Class A common stock and
one
holder of record of our Class C common stock. The number of holders of our Class A common stock does not include any estimate of the number of beneficial holders whose shares may be held of record by brokerage firms or clearing agencies.
Dividends
We have not declared or paid any cash dividends on our common stock since our inception and do not currently anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain future earnings for use in our business. We are currently subject to restrictions under the terms of the Credit Agreement that limit the amount of dividends that we may pay on our common stock. For a more detailed discussion of the restrictions in our Credit Agreement, see Note 8, “Long-Term Debt” in the consolidated financial statements included elsewhere in this Form 10-K.
Stock Performance Graph
The following graph compares the total stockholder return on our Class A common stock for the five-year period ended
December 31, 2016
with that of (1) the Standard & Poor’s 500 Stock Index (“S&P 500”); (2) the NASDAQ Stock Market Index (the “NASDAQ”); and (3) an index (the “Radio Index”) comprised of radio broadcast and media companies (see note (1) below). The total return calculation set forth below assumes $100 invested on December 31, 2010 with reinvestment of dividends into additional shares of the same class of securities at the frequency with, and in the amounts on, which dividends were paid on such securities through
December 31, 2016
. The stock price performance shown in the graph below should not be considered indicative of expected future stock price performance.
32
CUMULATIVE TOTAL RETURN
|
12/31/2011
|
12/31/2012
|
12/31/2013
|
12/31/2014
|
12/31/2015
|
12/31/2016
|
||||||||||||||||||
|
Cumulus
|
$
|
100.00
|
|
$
|
61.95
|
|
$
|
179.53
|
|
$
|
98.14
|
|
$
|
7.66
|
|
$
|
23.67
|
|
|||||
|
S&P 500
|
100.00
|
|
113.40
|
|
146.97
|
|
163.71
|
|
162.52
|
|
178.02
|
|
|||||||||||
|
NASDAQ
|
100.00
|
|
113.82
|
|
157.44
|
|
178.53
|
|
188.75
|
|
209.51
|
|
|||||||||||
|
Radio Index (1)
|
100.00
|
|
103.62
|
|
158.17
|
|
131.44
|
|
103.63
|
|
146.87
|
|
|||||||||||
|
(1)
|
The Radio Index consists of the following companies: Beasley Broadcast Group, Inc., iHeartMedia, Inc. (formerly Clear Channel Holdings, Inc.), Emmis Communications Corp., Entercom Communications Corp., Radio One, Inc., and Saga Communications, Inc.
|
Pursuant to SEC rules, this “Stock Performance Graph” section of this Form 10-K is not deemed “filed” with the SEC and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
|
Item 6.
|
Selected Financial Data
|
Set forth below is selected historical consolidated financial information for Cumulus as of and for the fiscal years ended
December 31, 2016
,
2015
,
2014
,
2013
and
2012
(dollars in thousands, except per share data). The selected historical consolidated financial information as of
December 31, 2016
and
2015
, and for the years ended
December 31, 2016
,
2015
and
2014
, has been derived from our consolidated financial statements and related notes beginning on page F-2 of this Form 10-K. The selected historical consolidated financial information as of December 31,
2014
,
2013
and
2012
, and for the years ended December 31,
2013
and
2012
, has been derived from our consolidated financial statements, as adjusted for discontinued operations, and related notes previously filed with the SEC but not included or incorporated by reference herein.
Primarily as a result of our completion of a number of significant transactions in various of the periods reported, including the December 12, 2013 completion of our acquisition of Westwood One, Inc. (the "Westwood One Acquisition"), the November 14, 2013 completion of the sale to Townsquare Media, LLC (“Townsquare”) of 53 radio stations in twelve small and mid-sized markets for $235.0 million in cash and the swap with Townsquare of 15 radio stations in two small and mid-sized markets in exchange for 5 radio stations in Fresno, California (the "Townsquare Transaction") (with the stations swapped to Townsquare therein being treated as discontinued operations in all periods presented), each of whose operating results have been included in Cumulus’ financial statements since their respective dates of acquisition, and various refinancing transactions
33
from time to time, we believe that our results of operations for any period, and our financial condition at any date, provide only limited comparability to other periods. You are cautioned to not place undue reliance on any such comparison.
The selected historical consolidated financial information which has been adjusted to reflect our October 12, 2016 one-for-eight (1:8) reverse stock split, presented below does not contain all of the information you should consider when evaluating Cumulus and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, and notes thereto, beginning on page F-2 of this Form 10-K. Various factors are expected to have an effect on our financial condition and results of operations in the future. You should also read this selected historical consolidated financial information in conjunction with the information under “Risk Factors” included elsewhere in this Annual Report on Form 10-K.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||||||
|
STATEMENT OF OPERATIONS DATA:
|
|||||||||||||||||||
|
Net revenue
|
$
|
1,141,400
|
|
$
|
1,168,679
|
|
$
|
1,263,423
|
|
$
|
1,026,138
|
|
$
|
1,002,272
|
|
||||
|
Content costs
|
427,780
|
|
396,426
|
|
433,596
|
|
264,871
|
|
244,082
|
|
|||||||||
|
Selling, general & administrative expenses
|
472,900
|
|
477,327
|
|
470,441
|
|
403,381
|
|
378,802
|
|
|||||||||
|
Depreciation and amortization
|
87,267
|
|
102,105
|
|
115,275
|
|
112,511
|
|
135,575
|
|
|||||||||
|
LMA fees
|
12,824
|
|
10,129
|
|
7,195
|
|
3,716
|
|
3,465
|
|
|||||||||
|
Corporate expenses (including non-cash stock-based compensation expense)
|
40,148
|
|
73,403
|
|
76,428
|
|
59,830
|
|
57,438
|
|
|||||||||
|
(Gain) loss on sale of assets or stations
|
(95,695
|
)
|
2,856
|
|
(1,342
|
)
|
(3,685
|
)
|
—
|
|
|||||||||
|
Gain on derivative instrument
|
—
|
|
—
|
|
—
|
|
(1,852
|
)
|
(12
|
)
|
|||||||||
|
Impairment of intangible assets and goodwill (1)
|
604,965
|
|
565,584
|
|
—
|
|
—
|
|
125,985
|
|
|||||||||
|
Impairment charges - equity interest in Pulser Media Inc.
|
—
|
|
19,364
|
|
—
|
|
—
|
|
—
|
|
|||||||||
|
Operating (loss) income
|
(408,789
|
)
|
(478,515
|
)
|
161,830
|
|
187,366
|
|
56,937
|
|
|||||||||
|
Interest expense
|
(138,634
|
)
|
(141,679
|
)
|
(145,533
|
)
|
(178,274
|
)
|
(199,574
|
)
|
|||||||||
|
Interest income
|
493
|
|
433
|
|
1,388
|
|
1,293
|
|
946
|
|
|||||||||
|
Gain (loss) on early extinguishment of debt
|
8,017
|
|
13,222
|
|
—
|
|
(34,934
|
)
|
(2,432
|
)
|
|||||||||
|
Other income (expense), net
|
2,039
|
|
14,205
|
|
4,338
|
|
(302
|
)
|
(2,479
|
)
|
|||||||||
|
(Loss) income from continuing operations before income taxes
|
(536,874
|
)
|
(592,334
|
)
|
22,023
|
|
(24,851
|
)
|
(146,602
|
)
|
|||||||||
|
Income tax benefit (expense)
|
26,154
|
|
45,840
|
|
(10,254
|
)
|
68,464
|
|
34,670
|
|
|||||||||
|
(Loss) income from continuing operations
|
(510,720
|
)
|
(546,494
|
)
|
11,769
|
|
43,613
|
|
(111,932
|
)
|
|||||||||
|
Income from discontinued operations, net of taxes
|
—
|
|
—
|
|
—
|
|
132,470
|
|
79,203
|
|
|||||||||
|
Net (loss) income
|
(510,720
|
)
|
(546,494
|
)
|
11,769
|
|
176,083
|
|
(32,729
|
)
|
|||||||||
|
Less: dividends declared and accretion of redeemable preferred stock
|
—
|
|
—
|
|
—
|
|
10,676
|
|
21,432
|
|
|||||||||
|
(Loss) income attributable to common shareholders
|
$
|
(510,720
|
)
|
$
|
(546,494
|
)
|
$
|
11,769
|
|
$
|
165,407
|
|
$
|
(54,161
|
)
|
||||
|
Basic (loss) income per common share
|
$
|
(17.45
|
)
|
$
|
(18.72
|
)
|
$
|
0.40
|
|
$
|
6.08
|
|
$
|
(2.64
|
)
|
||||
|
Diluted (loss) income per common share
|
$
|
(17.45
|
)
|
$
|
(18.72
|
)
|
$
|
0.40
|
|
$
|
6.00
|
|
$
|
(2.64
|
)
|
||||
34
|
Year Ended December 31,
|
||||||||||||||||||||
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||||||||
|
OTHER DATA:
|
||||||||||||||||||||
|
Ratio of earnings to fixed charges
|
*
|
|
(2)
|
*
|
|
(2)
|
1.15
|
|
*
|
|
(2)
|
*
|
|
(2)
|
||||||
|
Cash flows related to:
|
||||||||||||||||||||
|
Operating activities
|
$
|
35,745
|
|
$
|
82,432
|
|
$
|
136,796
|
|
$
|
121,141
|
|
$
|
179,490
|
|
|||||
|
Investing activities
|
83,854
|
|
(7,961
|
)
|
(15,572
|
)
|
(92,625
|
)
|
98,143
|
|
||||||||||
|
Financing activities
|
(19,997
|
)
|
(50,085
|
)
|
(146,745
|
)
|
83,774
|
|
(220,175
|
)
|
||||||||||
|
Capital expenditures
|
(23,037
|
)
|
(19,236
|
)
|
(19,006
|
)
|
(11,081
|
)
|
(6,607
|
)
|
||||||||||
|
BALANCE SHEET DATA:
|
||||||||||||||||||||
|
Total assets
|
$
|
2,412,691
|
|
$
|
3,002,388
|
|
(3)
|
$
|
3,717,572
|
|
(3)
|
$
|
3,838,128
|
|
(3)
|
$
|
3,704,723
|
|
(3)
|
|
|
Long-term debt (including current portion)
|
2,384,157
|
|
2,402,901
|
|
(3)
|
2,457,258
|
|
(3)
|
2,594,586
|
|
(3)
|
2,662,215
|
|
(3)
|
||||||
|
Total stockholders’ equity
|
$
|
(491,738
|
)
|
$
|
16,032
|
|
$
|
541,580
|
|
$
|
512,740
|
|
$
|
246,633
|
|
|||||
|
(1)
|
Impairment charge recorded in connection with our interim and annual impairment testing under ASC 350. See Note 4, “Intangible Assets and Goodwill,” in the consolidated financial statements included elsewhere in this Form 10-K for further discussion.
|
|
(2)
|
Earnings for the years ended December 31, 2016, 2015, 2013 and 2012 were inadequate to cover fixed charges. The coverage deficiency for these years was
$536,874
,
$592,334
,
$35,527
and
$168,034
, respectively. For purposes of calculating the ratio of earnings to fixed charges, earnings consist of earnings before provision for income taxes, and non-controlling interest, plus fixed charges. Fixed charges consist of interest expense, amortized discounts, and preference security dividend requirements.
|
|
(3)
|
Long-term debt reflects the adoption of
ASU 2015-03
during the year ended December 31, 2016.
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
In the following Management's Discussion and Analysis, we provide information regarding the following areas:
|
l
|
General Overview
|
|||
|
l
|
Our Business and Operating Overview
|
|||
|
l
|
Liquidity Considerations
|
|||
|
l
|
Advertising Revenue and Non-GAAP Financial Matters
|
|||
|
l
|
Results of Operations
|
|||
|
l
|
Seasonality and Cyclicality
|
|||
|
l
|
Liquidity and Capital Resources
|
|||
|
l
|
Critical Accounting Policies and Estimates
|
|||
|
l
|
Summary Disclosures about Contractual Obligations and Commercial Commitments
|
|||
|
l
|
Off-Balance Sheet Arrangements
|
|||
General Overview
The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and notes thereto beginning on page F-2 in this Form 10-K, as well as the information set forth in Item 1A "Risk Factors." This discussion, as well as various other sections of this Annual Report, contains and refers to statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such statements relate to our intent, belief or current expectations primarily with respect to our future operating, financial and strategic performance. Any such forward-looking statements are not guarantees of future performance and may involve risks and uncertainties. Actual results may differ from those contained in or implied by the
35
forward-looking statements as a result of various factors. For more information, see "Cautionary Statements Regarding Forward-Looking Statements."
On October 12, 2016, the Company effected a one-for-eight (1:
8
) reverse stock split (the "Reverse Stock Split"). As a result of the Reverse Stock Split, every
eight
shares of each class of the Company's outstanding common stock were combined into one share of the same class of common stock and the authorized shares of each class of the Company's common stock were reduced by the same ratio. No fractional shares were issued in connection with the Reverse Stock Split. The number and strike price of the Company's outstanding stock options and warrants were adjusted proportionally, as appropriate. The par value of the Company's common stock was not adjusted as a result of the Reverse Stock Split. All authorized, issued and outstanding stock and per share amounts contained within this management's discussion and analysis of financial condition and results of operations, and the accompanying audited consolidated financial statements and footnotes, have been retroactively adjusted to reflect this Reverse Stock Split for all periods presented.
For additional information about certain of the matters discussed and described in the following Management's Discussion and Analysis of Financial Condition and Results of Operations, including certain defined terms used herein, see the notes to the accompanying audited condensed financial statements included elsewhere in this Annual Report.
Our Business and Operating Overview
A leader in the radio broadcasting industry, we combine high-quality local programming with iconic, nationally syndicated media, sports and entertainment brands to deliver premium content choices to the
245 million
people reached each week through approximately
445
owned-and-operated stations broadcasting in
90
US media markets (including eight of the top 10), more than
8,200
broadcast radio stations affiliated with its Westwood One network and numerous digital channels. Together, the Cumulus/Westwood One platforms make Cumulus Media one of the few media companies that can provide advertisers with national reach and local impact. Cumulus/Westwood One is the exclusive radio broadcast partner to some of the largest brands in sports, entertainment, news, and talk, including the NFL, the NCAA, the Masters, the Olympics, the GRAMMYs, the Academy of Country Music Awards, the American Music Awards, the Billboard Music Awards, Westwood One News, and more. Additionally, it is the nation's leading provider of country music and lifestyle content through its NASH brand, which serves country fans nationwide through radio programming, exclusive digital content, and live events.
Liquidity Considerations
Historically, our principal needs for funds have been for acquisitions, expenses associated with our stations, network advertising and corporate operations, capital expenditures, and interest and debt service payments. We believe that our funding needs in the future will be for substantially similar matters.
Our principal sources of funds have primarily been cash flow from operations and borrowings under credit facilities in existence from time to time. Our cash flow from operations is subject to factors such as changes in demand due to shifts in population, station listenership, demographics, audience tastes, and fluctuations in preferred advertising media. In addition, our cash flows may be affected if customers are not able to pay, or delay payment of, accounts receivable that are owed to us, which risks may be exacerbated in challenging or otherwise uncertain economic periods. In recent periods, management has taken steps to mitigate these risks through heightened collection efforts and enhancements to our credit approval process, although no assurances as to the longer-term success of these efforts can be provided. In addition, we believe that our national platform and extensive station portfolio representing a broad diversity in format, listener base, geography, and advertiser base helps us maintain a more stable revenue stream by reducing our dependence on any single demographic, region or industry. From time to time we have evaluated, and expect that we will continue to evaluate, opportunities to obtain additional public or private capital from the divestiture of radio stations or other assets that are not a part of, or do not complement, our strategic operations, as well as the issuance of equity and/or debt securities, in each case subject to market and other conditions in existence at the appropriate time.
W
e are party to various agreements intended to supplement our cash flows from operations. Our Amended and Restated Credit Agreement, dated as of December 23, 2013 (the "Credit Agreement"), consists of a $2.025 billion term loan (the “Term Loan”) maturing in December 2020 and a $200.0 million revolving credit facility (the "Revolving Credit Facility") maturing in December 2018. Under the Revolving Credit Facility, up to $30.0 million of availability may be drawn in the form of letters of credit.
36
The Company's outstanding $610.0 million of 7.75% senior notes due 2019 (the "7.75% Senior Notes") mature on May 1, 2019. Notwithstanding the stated maturity date of the Term Loan, if 91 days prior to the stated maturity date of the Senior Notes (the "Springing Maturity Date") the aggregate principal amount of 7.75% Senior Notes outstanding exceeds $200.0 million, the Term Loan maturity date will be accelerated to the Springing Maturity Date.
In the event amounts are outstanding under the Revolving Credit Facility or any letters of credit are outstanding that have not been collateralized by cash as of the end of each quarter, the Credit Agreement requires compliance with a consolidated first lien leverage ratio covenant. The required ratio at
December 31, 2016
was 5.00 to 1 and periodically decreases over time until it reaches 4.0 to 1 on March 31, 2018. At March 31, 2017, the required ratio covenant will be 4.5 to 1. As we currently have no borrowings outstanding under the Revolving Credit Facility, we are not required to comply with this ratio. However, as of December 31, 2016, our actual leverage ratio was in excess of the required ratio.
In December 2016, we completed a discounted prepayment of $28.7 million of face value of the Term Loan for $20.0 million, a discount to par value of 30%. The terms of the Credit Agreement remained unchanged. As a result of the prepayment, we recognized a gain, net of transaction costs, of $8.5 million for the year ended December 31, 2016.
We are also party to a 5-year, $50.0 million revolving accounts receivable securitization facility entered into on December 6, 2013 (the “Securitization Facility”) with Wells Fargo (as successor to General Electric Capital Corporation), as a lender, as swing line lender and as administrative agent (together with any other lenders party thereto from time to time, the “Lenders”). In connection with the entry into the Securitization Facility, pursuant to a Receivables Sale and Servicing Agreement, dated as of December 6, 2013 (the “Sale Agreement”), certain subsidiaries of the Company sell and/or contribute their existing and future accounts receivable to a special purpose entity and wholly owned subsidiary of the Company (the “SPV”). The SPV may thereafter make borrowings from the Lenders, which borrowings are secured by those receivables, pursuant to an Amended and Restated Receivables Funding and Administration Agreement, dated as of March 15, 2017.
At
December 31, 2016
, our long-term debt consisted of
$1.81 billion
outstanding under the Term Loan and $610.0 million in 7.75% Senior Notes. No amounts were outstanding under the Revolving Credit Facility or the Securitization Facility.
We have assessed the current and expected business climate, our current and expected needs for funds and our current and expected sources of funds, and have determined, based on our financial condition as of
December 31, 2016
, that cash on hand, cash expected to be generated from operating activities, and cash expected to be available from various financing sources, assuming we do not have access to borrowings under the Revolving Credit Facility, will be sufficient to satisfy our anticipated funding needs for working capital, capital expenditures, interest and debt service payments, and any repurchases of securities and other debt obligations for at least the next twelve months after the issuance of the consolidated financial statements included elsewhere in this Form 10-K .
In order to service our significant indebtedness we will continue to require significant cash flows. If we are unable to maintain or derive a level of cash flows from operating and financing activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to seek to dispose of material assets or operations, seek additional debt or equity capital or seek to restructure or refinance our indebtedness, although no assurances can be provided that any of these remedies could be successful.
We continually evaluate potential transactions and initiatives related to our capital structure that could reduce future interest requirements and amounts due at the maturity on our debt. For example, we have previously sought and in the future may from time to time seek, to refinance, retire, redeem, or repurchase our outstanding debt at or prior to its stated maturity through cash purchases and/or exchanges for other securities, in open market purchases, tender offers, privately negotiated transactions or otherwise, as well as equity or debt issuances, debt refinancing transactions (including extensions of maturity dates), asset sales, joint ventures, recapitalizations, business combinations and other strategic transactions, any of which may be commenced or suspended at any time. The amounts involved in any such transactions could be material and the specific timing, amount and terms of any such transactions, if any, would depend on prevailing market conditions, our liquidity sources and requirements, the ability and interest of other parties to participate in such transactions, our business and financial performance, contractual and regulatory restrictions and other factors that may be applicable from time to time. There can be no guarantee that any such transactions or initiatives would ultimately be successful or produce the desired outcome, which could affect us in a material and adverse manner.
37
As previously disclosed, on December 12, 2016, we launched a private exchange offer (the "Exchange Offer") for any and all our 7.75% Senior Notes. The purpose of the Exchange Offer was to refinance the 7.75% Senior Notes and thereby reduce, and extend the maturity of our indebtedness.
In connection with the Exchange Offer, on December 12, 2016, we filed a complaint in the United States District Court in the Southern District of New York (the "Court") against J.P. Morgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement, seeking, among other things, a declaratory judgment that the Company was authorized under the terms of the Credit Agreement to complete the Exchange Offer. On February 24, 2017, the Court granted summary judgment against the Company, finding that the Company cannot refinance its 7.75% Senior Notes with revolving loans under its Credit Agreement.
As a result of the Court’s ruling, the Company concluded that the conditions to the Exchange Offer had not been, and would not be, satisfied. Accordingly, the Company terminated the Exchange Offer on March 10, 2017. On the same date, the Company also terminated the previously announced support agreement that the Company entered into on December 6, 2016 with certain holders of the 7.75% Senior Notes. In connection with the termination of each of the Exchange Offer and refinancing support agreement, the Company plans to abandon the fourth amendment and restatement of the Company's certificate of incorporation (the "Fourth Amended Certificate"), which was approved by stockholders on January 26, 2017. Accordingly, the Fourth Amended Certificate will not be filed or take effect, and no shares of Class D common stock of the Company or Class E common stock of the Company will be authorized for issuance.
We expect to continue to evaluate alternatives to address our capital structure including through ongoing discussions with our stakeholders. While discussions may continue and result in an alternative transaction, there are no assurances that the parties will come to an agreement on an alternative transaction.
Advertising Revenue and Non-GAAP Financial Measures
Our primary source of revenue is the sale of advertising time. Our sales of advertising time are primarily affected by the demand from local, regional and national advertisers, which impacts the advertising rates charged by us. Advertising demand and rates are based primarily on the ability to attract audiences in the demographic groups targeted by such advertising, as measured principally by various ratings agencies on a periodic basis. We endeavor to provide compelling programming and form connections between our on-air talent and listeners in order to develop strong listener loyalty, and we believe that the diversification of our formats and programs, including non-music formats and proprietary content, helps to insulate us from the effects of changes in the musical tastes of the public with respect to any particular format. In addition, we believe that the platform that we own and operate, which has increased diversity in terms of format, listener base, geography, advertiser base and revenue stream as a result of our acquisitions and the development of our strategy to focus on radio stations in larger markets and geographically strategic regional clusters, further reduces our revenue dependence on any single demographic, region or industry.
We strive to maximize revenue by managing our on-air inventory of advertising time and adjusting prices based on supply and demand. The optimal number of advertisements available for sale depends on the programming format of a particular radio program. Each program has a general target level of on-air inventory available for advertising. This target level of advertising inventory may vary at different times of the day but tends to remain stable over time. We seek to broaden our base of advertisers in each of our markets by providing a wide array of audience demographic segments across each cluster of stations, thereby providing potential advertisers with an effective means to reach a targeted demographic group. Our advertising contracts are generally short-term. We generate most of our revenue from local and regional advertising, which is sold primarily by a station’s sales staff.
In addition to local and regional advertising revenues, we monetize our available inventory in both national spot and network sales marketplaces using our national platform. To effectively deliver network advertising for our customers, we distribute content and programming through third party affiliates in order to reach a broader national audience. Typically, in exchange for the right to broadcast radio network programming, third party affiliates remit a portion of their advertising time to us, which is then aggregated into packages focused on specific demographic groups and sold by us to our advertiser clients that want to reach those demographic groups on a national basis.
In the broadcasting industry, we sometimes utilize trade or barter agreements that exchange advertising time for goods or services such as travel or lodging, instead of for cash. Trade revenue totaled
$37.7 million
, $39.2 million and $34.9 million for the year ended
December 31, 2016
, 2015 and 2014, respectively.
Our advertising revenues vary by quarter throughout the year. As is typical with advertising revenue supported businesses, our first calendar quarter typically produces the lowest revenues of any quarter during the year, as advertising
38
generally declines following the winter holidays. The second and fourth calendar quarters typically produce the highest revenues for the year. In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political candidates, political parties and special interest groups. This political spending typically is heaviest during the fourth quarter. We continually evaluate opportunities to increase revenues through new platforms, including technology based initiatives. As a result of those revenue increasing opportunities through new platforms, our operating results in any period may be affected by the incurrence of advertising and promotion expenses that typically do not have an effect on revenue generation until future periods, if at all. In addition, as part of this evaluation we also from time to time reorganize and discontinue certain redundant and/or unprofitable content vehicles across our platform which we expect will impact our broadcast revenues in the future. To date inflation has not had a material effect on our revenues or results of operations, although no assurances can be provided that material inflation in the future would not materially adversely affect us.
Consolidated Adjusted EBITDA and segment Adjusted EBITDA are the financial metrics utilized by management to analyze the performance of the Company as a whole and each of our reportable segments, respectively. These measure isolates the amount of income generated by our core operations after the incurrence of corporate, general and administrative expenses. Management also uses this measure to determine the contribution of our core operations to the funding of our corporate resources utilized to manage our operations and our non-operating expenses including debt service and acquisitions. In addition, consolidated Adjusted EBITDA is a key metric for purposes of calculating and determining our compliance with certain covenants contained in our Credit Agreement.
In deriving this measure, the Company excludes depreciation, amortization and stock-based compensation expense, as these do not represent cash payments for activities directly related to our core operations. The Company also excludes any gain or loss on the exchange or sale of any assets and any gain or loss on derivative instruments, early extinguishment of debt, and LMA Fees as they do not represent cash transactions nor are they associated with core operations. Expenses relating to acquisitions and restructuring costs are also excluded from the calculation of Adjusted EBITDA as they are not directly related to our ongoing core operations. The Company also excludes any costs associated with impairment of assets as they do not require a cash outlay.
Management believes that Adjusted EBITDA, although not a measure that is calculated in accordance with GAAP, is commonly employed by the investment community as a measure for determining the market value of a media company and comparing the operational and financial performance among media companies. Management has also observed that Adjusted EBITDA is routinely employed to evaluate and negotiate the potential purchase price for media companies. In addition, Adjusted EBITDA, excluding the impact of LMA fees, is a key metric for purposes of calculating and determining compliance with certain covenants in our Credit Agreement. Given the relevance to our overall value, management believes that investors consider the metric to be extremely useful.
Adjusted EBITDA should not be considered in isolation or as a substitute for net income (loss), operating income, cash flows from operating activities or any other measure for determining the Company’s operating performance or liquidity that is calculated in accordance with GAAP. In addition, Adjusted EBITDA may be defined or calculated differently by other companies, and comparability may be limited.
A quantitative reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, follows in this section.
39
Consolidated Results of Operations
The following selected data from our unaudited condensed consolidated statements of operations and other supplementary data should be referred to while reading the results of operations discussion that follows (dollars in thousands):
|
|
Year Ended December 31,
|
2016 vs 2015
|
2015 vs 2014
|
||||||||||||||||||||||
|
|
2016
|
2015
|
2014
|
$ Change
|
% Change
|
$ Change
|
% Change
|
||||||||||||||||||
|
STATEMENT OF OPERATIONS DATA:
|
|||||||||||||||||||||||||
|
Net revenue
|
$
|
1,141,400
|
|
$
|
1,168,679
|
|
$
|
1,263,423
|
|
$
|
(27,279
|
)
|
-2.3
|
%
|
$
|
(94,744
|
)
|
-7.5
|
%
|
||||||
|
Content costs
|
427,780
|
|
396,426
|
|
433,596
|
|
31,354
|
|
7.9
|
%
|
(37,170
|
)
|
-8.6
|
%
|
|||||||||||
|
Selling, general & administrative expenses
|
472,900
|
|
477,327
|
|
470,441
|
|
(4,427
|
)
|
-0.9
|
%
|
6,886
|
|
1.5
|
%
|
|||||||||||
|
Depreciation and amortization
|
87,267
|
|
102,105
|
|
115,275
|
|
(14,838
|
)
|
-14.5
|
%
|
(13,170
|
)
|
-11.4
|
%
|
|||||||||||
|
LMA fees
|
12,824
|
|
10,129
|
|
7,195
|
|
2,695
|
|
26.6
|
%
|
2,934
|
|
40.8
|
%
|
|||||||||||
|
Corporate expenses (including stock-based compensation expense)
|
40,148
|
|
73,403
|
|
76,428
|
|
(33,255
|
)
|
-45.3
|
%
|
(3,025
|
)
|
-4.0
|
%
|
|||||||||||
|
(Gain) loss on sale of assets or stations
|
(95,695
|
)
|
2,856
|
|
(1,342
|
)
|
(98,551
|
)
|
**
|
4,198
|
|
**
|
|||||||||||||
|
Impairment of intangible assets and goodwill
|
604,965
|
|
565,584
|
|
—
|
|
39,381
|
|
7.0
|
%
|
565,584
|
|
**
|
||||||||||||
|
Impairment charges - equity interest in Pulser Media Inc.
|
—
|
|
19,364
|
|
—
|
|
(19,364
|
)
|
**
|
19,364
|
|
**
|
|||||||||||||
|
Operating (loss) income
|
(408,789
|
)
|
(478,515
|
)
|
161,830
|
|
69,726
|
|
14.6
|
%
|
(640,345
|
)
|
**
|
||||||||||||
|
Interest expense
|
(138,634
|
)
|
(141,679
|
)
|
(145,533
|
)
|
3,045
|
|
2.1
|
%
|
|
3,854
|
|
|
2.6
|
%
|
|||||||||
|
Interest income
|
493
|
|
433
|
|
1,388
|
|
60
|
|
13.9
|
%
|
(955
|
)
|
-68.8
|
%
|
|||||||||||
|
Gain (loss) on early extinguishment of debt
|
8,017
|
|
13,222
|
|
—
|
|
(5,205
|
)
|
-39.4
|
%
|
13,222
|
|
**
|
||||||||||||
|
Other income, net
|
2,039
|
|
14,205
|
|
4,338
|
|
(12,166
|
)
|
-85.6
|
%
|
9,867
|
|
**
|
||||||||||||
|
(Loss) income from continuing operations before income taxes
|
(536,874
|
)
|
(592,334
|
)
|
22,023
|
|
55,460
|
|
9.4
|
%
|
(614,357
|
)
|
**
|
||||||||||||
|
Income tax benefit (expense)
|
26,154
|
|
45,840
|
|
(10,254
|
)
|
(19,686
|
)
|
-42.9
|
%
|
56,094
|
|
**
|
||||||||||||
|
Net (loss) income
|
$
|
(510,720
|
)
|
$
|
(546,494
|
)
|
$
|
11,769
|
|
$
|
35,774
|
|
6.5
|
%
|
$
|
(558,263
|
)
|
**
|
|||||||
|
OTHER DATA:
|
|||||||||||||||||||||||||
|
Adjusted EBITDA
|
$
|
205,867
|
|
|
$
|
259,145
|
|
$
|
329,526
|
|
$
|
(53,278
|
)
|
-20.6
|
%
|
$
|
(70,381
|
)
|
-21.4
|
%
|
|||||
|
**
|
Calculation is not meaningful.
|
Year Ended
December 31, 2016
compared to Year Ended
December 31, 2015
Net Revenue
Net revenue for the year ended
December 31, 2016
decreased
$27.3 million
, or
2.3%
, to
$1,141.4 million
compared to
$1,168.7 million
for the year ended
December 31, 2015
. The decrease resulted from declines of
$27.1 million
,
$13.7 million
and
$0.1 million
in broadcast advertising, license fees and other revenue and digital advertising, respectively, partially offset by an increase of
$13.6 million
in political advertising revenue. For a discussion of net revenue by segment and changes therein from the year ended December 31, 2015 to the year ended December 31, 2016, see the following discussion under "Segment Results of Operations."
Content Costs
Content costs for the year ended
December 31, 2016
increased
$31.4 million
, or
7.9%
, to
$427.8 million
compared to
$396.4 million
for the year ended
December 31, 2015
. The increase was primarily driven by an expense of $14.2 million at Westwood One related to payments to CBS to resolve previously disputed syndicated programming and network inventory expenses, as well as increases in the Radio Station Group in music license fees and sports broadcasting rights of $14.9 million,
40
$3.2 million of which was a one time correction for expenses that occurred in prior periods. The remainder of the increase was attributed to other programming related expense increases of $2.3 million.
Selling, General & Administrative Expenses
Selling, general & administrative expenses for the year ended
December 31, 2016
decreased by
$4.4 million
, or
0.9%
, to
$472.9 million
compared to
$477.3 million
for the year ended
December 31, 2015
. The decrease was primarily driven by a decrease in selling expenses at the Radio Station Group, partially offset by $0.3 million of legal expenses in Westwood One related to the dispute with CBS described under the heading "Content Costs" above.
Depreciation and Amortization
Depreciation and amortization for the year ended
December 31, 2016
decreased
$14.8 million
, or
14.5%
, to
$87.3 million
compared to
$102.1 million
for the year ended
December 31, 2015
. This decrease was primarily caused by a decrease in amortization expense on our definite-lived intangible assets, which resulted from the accelerated amortization methodology we have applied since acquisition of these assets that is based on the expected pattern in which the underlying assets' economic benefits are being consumed.
LMA Fees
LMA fees for the year ended
December 31, 2016
increased
$2.7 million
, or
26.6%
, to
$12.8 million
compared to
$10.1 million
for the year ended
December 31, 2015
. This increase was related to an expense of $2.7 million for the contract termination with Universal Media in the San Francisco market.
Corporate Expenses, Including Stock-based Compensation Expense
Corporate expenses, including stock-based compensation expense for the year ended
December 31, 2016
decreased
$33.3 million
, or
45.3%
, to
$40.1 million
compared to
$73.4 million
for the year ended
December 31, 2015
. This decrease was primarily because of one-time compensation expenses incurred during the year ended December 31, 2015 associated with the departure of certain executives.
Impairment of Intangible Assets and Goodwill
During the year ended
December 31, 2016
, we recorded impairment charges related to goodwill and intangible assets of $568.1 million and $36.9 million, respectively. During the year ended
December 31, 2015
, because of the sustained declines in our operating results, we recorded impairment charges related to goodwill and indefinite-lived intangible assets (FCC Licenses) of $549.7 million and $15.9 million, respectively. For additional information on these charges, see Note 4, Intangible Assets and Goodwill in the consolidated financial statements included elsewhere in this Form 10-K.
(Gain) Loss on Sale of Assets or Stations
During the year ended
December 31, 2016
, we recorded a gain on sale of assets or stations of
$95.7 million
primarily related to the completed sale of certain land and buildings for $110.6 million in cash. In conjunction with this sale we
recorded a one-time net gain of $94.0 million during the period. During the year ended
December 31, 2015
, we recorded a loss on sale of assets or stations of
$2.9 million
, related to our sales of individual stations and assets.
Interest Expense
Interest expense for the year ended
December 31, 2016
decreased $3.1 million to
$138.6 million
compared to
$141.7 million
for the year ended
December 31, 2015
. Interest expense associated with outstanding debt under the Credit Agreement decreased by
$2.6 million
to
$79.5 million
as compared to
$82.0 million
in the prior year because of a lower average amount of indebtedness outstanding in 2016. The following summary details the components of our interest expense (dollars in thousands):
|
Year Ended December 31,
|
2016 vs 2015
|
|||||||||||||
|
2016
|
2015
|
$ Change
|
% Change
|
|||||||||||
|
7.75% Senior Notes
|
$
|
47,275
|
|
$
|
47,275
|
|
$
|
—
|
|
—
|
%
|
|||
|
Bank borrowings – term loans and revolving credit facilities
|
79,451
|
|
82,031
|
|
(2,580
|
)
|
(3.1
|
)%
|
||||||
|
Other, including debt issue cost amortization
|
11,908
|
|
12,373
|
|
(465
|
)
|
(3.8
|
)%
|
||||||
|
Interest expense
|
$
|
138,634
|
|
$
|
141,679
|
|
$
|
(3,045
|
)
|
(2.1
|
)%
|
|||
41
Income Tax Benefit (Expense)
We recorded an income tax benefit on continuing operations of
$26.2 million
in
2016
as compared to an income tax benefit of
$45.8 million
during the prior year. The tax benefit recorded in both periods were primarily the result of the pre-tax losses on continuing operations net of the amount of goodwill impairment with no related deferred tax liability.
Adjusted EBITDA
As a result of the factors described above, Adjusted EBITDA for the year ended
December 31, 2016
decreased
$53.3 million
, or
20.6%
, to
$205.9 million
compared to
$259.1 million
for the year ended
December 31, 2015
.
Reconciliation of Non-GAAP Financial Measure
The following table reconciles Adjusted EBITDA to net income (the most directly comparable financial measure calculated and presented in accordance with GAAP) as presented in the accompanying consolidated statements of operations (dollars in thousands):
|
Year Ended December 31,
|
||||||||||
|
2016
|
2015
|
% Change
|
||||||||
|
GAAP net loss
|
$
|
(510,720
|
)
|
$
|
(546,494
|
)
|
6.5
|
%
|
||
|
Income tax benefit
|
(26,154
|
)
|
(45,840
|
)
|
(42.9
|
)%
|
||||
|
Non-operating expenses, including net interest expense
|
136,102
|
|
127,041
|
|
7.1
|
%
|
||||
|
LMA fees
|
12,824
|
|
10,129
|
|
26.6
|
%
|
||||
|
Depreciation and amortization
|
87,267
|
|
102,105
|
|
(14.5
|
)%
|
||||
|
Stock-based compensation expense
|
2,948
|
|
21,033
|
|
(86.0
|
)%
|
||||
|
(Gain) loss on sale of assets or stations
|
(95,695
|
)
|
2,856
|
|
**
|
|||||
|
Impairment of intangible assets and goodwill
|
604,965
|
|
565,584
|
|
7.0
|
%
|
||||
|
Impairment charges - equity interest in Pulser Media Inc.
|
—
|
|
19,364
|
|
**
|
|||||
|
Acquisition-related and restructuring costs
|
1,817
|
|
16,640
|
|
(89.1
|
)%
|
||||
|
Franchise and state taxes
|
530
|
|
(51
|
)
|
**
|
|||||
|
Gain on early extinguishment of debt
|
(8,017
|
)
|
(13,222
|
)
|
(39.4
|
)%
|
||||
|
Adjusted EBITDA
|
$
|
205,867
|
|
$
|
259,145
|
|
(20.6
|
)%
|
||
|
** Calculation is not meaningful
|
||||||||||
Intangible Assets (including Goodwill), net.
Intangible assets, net of amortization, were
$1,791.9 million
and
$2,456.0 million
as of
December 31, 2016
and
2015
, respectively. These intangible asset balances primarily consist of broadcast licenses and goodwill. Intangible assets, net, decreased from the prior year primarily due to impairment charges related to goodwill and indefinite-lived intangible assets and amortization recognized on definite-lived intangible assets.
Our impairment testing requires us to make certain assumptions in determining fair value, including assumptions about the cash flow growth of our businesses. Additionally, fair values are significantly impacted by macroeconomic factors, including market multiples at the time the impairments tests are performed. The following factors could adversely impact the current carrying value of our broadcast licenses and goodwill: (a) a sustained decline in the price of our common stock, (b) the potential for a decline in our forecasted operating profit margins or expected cash flow growth rates, (c) a decline in our industry forecasted operating profit margins, (d) the potential for a continued decline in advertising market revenues within the markets in which we operate stations, or (e) the sustained decline in the selling prices of radio stations.
42
Year Ended
December 31, 2015
compared to Year Ended
December 31, 2014
Net Revenue
Net revenue for the year ended
December 31, 2015
decreased
$94.7 million
, or
7.5%
, to
$1,168.7 million
compared to
$1,263.4 million
for the year ended
December 31, 2014
. The decrease resulted from decreases of
$58.3 million
,
$16.0 million
,
$15.9 million
and
$4.5 million
in broadcast advertising, digital advertising, political advertising and license fees and other revenue, respectively. The decreases in national broadcast advertising revenue and network broadcast advertising revenue were a result of three distinct factors. First, national spot advertising sales are heavily dependent on ratings across our stations. Declining ratings in certain key markets resulted in a significant decrease in national spot revenue period over period. Second, our largest competitor has strategically shifted its focus towards national advertising clients, resulting in lower market share and revenues for us and the remainder of the industry. Third, our sales execution in 2015 compared to 2014 was less successful partially due to national advertisers seeking more digital advertising components than we were able to fulfill. Local spot advertising revenue also decreased but at a lesser rate than national spot advertising and network advertising revenue. While local spot advertising is also impacted by ratings changes, it can be more easily augmented through local events and local talent endorsements. Local advertising clients tend to focus more on the direct results of their advertising campaigns, instead of purely basing their decisions on audience metrics. This is particularly true in smaller and mid-sized markets where ratings measurements are taken only two or four times a year, versus weekly ratings measurements in major markets that impact national spot sales. Local advertising clients also place less emphasis on newer digital advertising products, allowing us to retain more revenue than in the national spot marketplace. The decrease in political advertising revenue was due to revenue in 2015 having less activity compared to increased activity associated with mid-term and gubernatorial elections that drove revenue in 2014. The decrease in digital revenue was principally driven by the winding down of our advertising relationship with Rdio.com.
Content Costs
Content costs for the year ended
December 31, 2015
decreased
$37.2 million
, or
8.6%
, to
$396.4 million
compared to
$433.6 million
for the year ended
December 31, 2014
. This decrease was primarily attributable to our ongoing rationalization of operating costs highlighted by continuing expense synergies resulting from our December 2013 acquisition of Westwood One.
Selling, General & Administrative Expenses
Selling, general & administrative expenses for the year ended
December 31, 2015
decreased
$6.9 million
, or
1.5%
, to
$477.3 million
compared to
$470.4 million
for the year ended
December 31, 2014
.
Depreciation and Amortization
Depreciation and amortization for the year ended
December 31, 2015
decreased
$13.2 million
, or
11.4%
, to
$102.1 million
compared to
$115.3 million
for the year ended
December 31, 2014
. The decrease was primarily attributable to a decrease in amortization expense on our definite lived intangible assets, which resulted from the accelerated amortization methodology that is based on the expected pattern in which the underlying assets' economic benefits are consumed.
LMA Fees
LMA fees for the year ended
December 31, 2015
increased
$2.9 million
, or
40.8%
, to
$10.1 million
compared to
$7.2 million
for the year ended
December 31, 2014
. This increase was primarily related to contractual scheduled increases in LMA fees in certain markets.
Corporate Expenses, Including Stock-based Compensation Expense
Corporate expenses, including stock-based compensation expense for the year ended
December 31, 2015
, decreased
$3.0 million
or
4.0%
, to
$73.4 million
compared to
$76.4 million
for the year ended
December 31, 2014
. This decrease was primarily due to the reduction in severance and legal costs which were higher in 2014 due to our acquisition of Westwood One in December 2013, but which decreases were partially offset by one-time compensation expenses associated with the 2015 departure of two of our executives.
43
Impairment of Intangible Assets and Goodwill
During the year ended
December 31, 2015
, we recorded impairment charges related to goodwill and indefinite-lived intangible assets (FCC Licenses) of $549.7 million and $15.9 million, respectively, due to the sustained declines in our stock price and operating results. There were no similar impairments for the year ended
December 31, 2014
. For additional information on these charges, see Note 4, Intangible Assets and Goodwill in the consolidated financial statements included elsewhere in this Form 10-K.
Impairment Charges - Equity Interest In Pulser Media Inc.
Impairment charges on the equity interest in Pulser Media Inc. was $19.4 million for the year ended
December 31, 2015
. There were no impairment charges on the equity interest in Pulser Media Inc. for the year ended
December 31, 2014
. For additional information on these charges, see Note 7, Fair Value Measurements in the consolidated financial statements included elsewhere in this Form 10-K.
Loss (Gain) on Sale of Assets or Stations
During the year ended
December 31, 2015
, we recorded a loss on sale of assets or stations of
$2.9 million
. During the year ended
December 31, 2014
, we recorded a gain on sale of assets or stations of
$1.3 million
, in each case related to our sales of individual stations and assets.
Interest Expense
Interest expense for the year ended
December 31, 2015
decreased
$3.9 million
to
$141.7 million
compared to
$145.5 million
for the year ended
December 31, 2014
. Interest expense associated with outstanding debt under the Credit Agreement decreased by
$4.1 million
to $82.0 million as compared to $86.1 million in the prior year due to a lower average amount of indebtedness outstanding in 2015. The following summary details the components of our interest expense (dollars in thousands):
|
|
Year Ended December 31,
|
2015 vs 2014
|
||||||||||||
|
|
2015
|
2014
|
$ Change
|
% Change
|
||||||||||
|
7.75% Senior Notes
|
$
|
47,275
|
|
$
|
47,275
|
|
$
|
—
|
|
—
|
%
|
|||
|
Bank borrowings — term loans and revolving credit facilities
|
82,031
|
|
86,140
|
|
(4,109
|
)
|
(4.8
|
)%
|
||||||
|
Other, including debt issue cost amortization
|
12,373
|
|
12,111
|
|
262
|
|
2.2
|
%
|
||||||
|
Change in fair value of interest rate cap
|
—
|
|
7
|
|
(7
|
)
|
|
(100.0
|
)%
|
|||||
|
Interest expense
|
$
|
141,679
|
|
$
|
145,533
|
|
$
|
(3,854
|
)
|
(2.6
|
)%
|
|||
|
** Calculation is not meaningful
|
||||||||||||||
Income Tax Benefit (Expense)
We recorded an income tax benefit on continuing operations of
$45.8 million
in
2015
as compared to a
$10.3 million
expense during the prior year. The tax benefit recorded in
2015
is primarily the result of the pretax loss on continuing operations net of the amount of goodwill impairment with no related deferred tax liability.
Adjusted EBITDA
As a result of the factors described above, Adjusted EBITDA for the year ended
December 31, 2015
decreased
$70.4 million
, or
21.4%
, to
$259.1 million
compared to
$329.5 million
for the year ended
December 31, 2014
.
Reconciliation of Non-GAAP Financial Measure
The following table reconciles Adjusted EBITDA to net income (the most directly comparable financial measure calculated and presented in accordance with GAAP) as presented in the accompanying consolidated statements of operations (dollars in thousands):
44
|
|
Year Ended December 31,
|
|||||||||
|
|
2015
|
2014
|
% Change
|
|||||||
|
GAAP net (loss) income
|
$
|
(546,494
|
)
|
$
|
11,769
|
|
**
|
|||
|
Income tax (benefit) expense
|
(45,840
|
)
|
10,254
|
|
**
|
|||||
|
Non-operating expenses, including net interest expense
|
127,041
|
|
139,807
|
|
(9.1
|
)%
|
||||
|
LMA fees
|
10,129
|
|
7,195
|
|
40.8
|
%
|
||||
|
Depreciation and amortization
|
102,105
|
|
115,275
|
|
(11.4
|
)%
|
||||
|
Stock-based compensation expense
|
21,033
|
|
17,638
|
|
19.2
|
%
|
||||
|
Loss (gain) on sale of assets or stations
|
2,856
|
|
(1,342
|
)
|
**
|
|||||
|
Impairment of intangible assets and goodwill
|
565,584
|
|
—
|
|
**
|
|||||
|
Impairment charges -- equity interest in Pulser Media Inc
|
19,364
|
|
—
|
|
**
|
|||||
|
Acquisition-related and restructuring costs
|
16,640
|
|
28,326
|
|
(41.3
|
)%
|
||||
|
Franchise and state taxes
|
(51
|
)
|
604
|
|
**
|
|||||
|
Gain on early extinguishment of debt
|
(13,222
|
)
|
—
|
|
**
|
|||||
|
Adjusted EBITDA
|
$
|
259,145
|
|
$
|
329,526
|
|
(21.4
|
)%
|
||
|
** Calculation is not meaningful
|
||||||||||
Intangible Assets (including Goodwill), net.
Intangible assets, net of amortization, were
$2,456.0 million
and
$3,094.2 million
as of
December 31, 2015
and
2014
, respectively. These intangible asset balances primarily consist of broadcast licenses and goodwill. Intangible assets, net, decreased from the prior year primarily as a result of impairment charges related to goodwill and indefinite-lived intangible assets and amortization recognized on definite-lived intangible assets.
Our impairment testing requires us to make certain assumptions in determining fair value, including assumptions about the cash flow growth of our businesses. Additionally, fair values are significantly impacted by macroeconomic factors, including market multiples at the time the impairments tests are performed. The following factors could adversely impact the current carrying value of our broadcast licenses and goodwill: (a) the potential for a decline in our forecasted operating profit margins or expected cash flow growth rates, (b) a decline in our industry forecasted operating profit margins, (c) the potential for a continued decline in advertising market revenues within the markets in which we operate stations, or (d) the sustained decline in the selling prices of radio stations.
Segment Results of Operations
During the first quarter of 2016 we modified our management reporting framework affecting how we evaluate operating performance and internally report financial information. This modification resulted in a reorganization of our reportable segments. Prior to this reorganization, we operated in
one
reportable business segment which consisted of, radio broadcasting, advertising and related services. We now operate in
two
reportable segments, the Radio Station Group and Westwood One, for which there is discrete financial information available and whose operating results are reviewed by the chief operating decision maker. Historical information included in these financial statements has been revised to reflect the change to
two
segments, with no impact to previously disclosed consolidated financial results.
As described above, the Company presents Adjusted EBITDA as the financial metric utilized by us to analyze the cash flow generated by our reportable segments. The reconciliation of segment Adjusted EBITDA to net income (loss) is presented in Note 16, "Segment Data" of the notes to the condensed consolidated financial statements.
The Radio Station Group revenue is derived primarily from the sale of advertising time to local, regional and national advertisers. Westwood One revenue is generated primarily through the sale of network advertising.
Corporate and Other includes overall executive, administrative and support functions for each of the Company’s reportable segments, including finance and administration, legal, human resources and information technology functions.
The Company’s financial data by segment is presented in the tables below:
45
|
Year Ended December 31, 2016
|
||||||||||||||||
|
|
Radio Station Group
|
Westwood One
|
Corporate and Other
|
Consolidated
|
||||||||||||
|
Net revenue
|
$
|
802,396
|
|
$
|
336,610
|
|
$
|
2,394
|
|
$
|
1,141,400
|
|
||||
|
% of total revenue
|
70.3
|
%
|
29.5
|
%
|
0.2
|
%
|
100.0
|
%
|
||||||||
|
$ change from year ended December 31, 2015
|
$
|
6,013
|
|
$
|
(32,358
|
)
|
$
|
(934
|
)
|
$
|
(27,279
|
)
|
||||
|
% change from year ended December 31, 2015
|
0.8
|
%
|
(8.8
|
)%
|
(28.1
|
)%
|
(2.3
|
)%
|
||||||||
|
Year Ended December 31, 2015
|
||||||||||||||||
|
|
Radio Station Group
|
Westwood One
|
Corporate and Other
|
Consolidated
|
||||||||||||
|
Net revenue
|
$
|
796,383
|
|
$
|
368,968
|
|
$
|
3,328
|
|
$
|
1,168,679
|
|
||||
|
% of total revenue
|
68.1
|
%
|
31.6
|
%
|
0.3
|
%
|
100.0
|
%
|
||||||||
Net revenue for the year ended
December 31, 2016
decreased
$27.3 million
, or
2.3%
, to
$1,141.4 million
, compared to
$1,168.7 million
for the year ended
December 31, 2015
. The decrease resulted from decreases of
$32.4 million
and
$0.9 million
in the Westwood One and Corporate and Other revenue, respectively, partially offset by an increase of
$6.0 million
in the Radio Station Group. The decrease in revenue at Westwood One was primarily driven by industry-wide weakness, lower trade revenue, and the shutdown of the print version of NASH Country Weekly. The increase in revenue at the Radio Station Group was primarily driven by political advertising, digital and national spot revenue, partially offset by declines in local advertising.
|
Year Ended December 31, 2016
|
||||||||||||||||
|
Radio Station Group
|
Westwood One
|
Corporate and Other
|
Consolidated
|
|||||||||||||
|
Adjusted EBITDA
|
$
|
218,192
|
|
$
|
22,984
|
|
$
|
(35,309
|
)
|
$
|
205,867
|
|
||||
|
$ change from year ended December 31, 2015
|
$
|
(23,481
|
)
|
$
|
(29,974
|
)
|
$
|
177
|
|
$
|
(53,278
|
)
|
||||
|
% change from year ended December 31, 2015
|
(9.7
|
)%
|
(56.6
|
)%
|
0.5
|
%
|
(20.6
|
)%
|
||||||||
|
Year Ended December 31, 2015
|
||||||||||||||||
|
Radio Station Group
|
Westwood One
|
Corporate and Other
|
Consolidated
|
|||||||||||||
|
Adjusted EBITDA
|
$
|
241,673
|
|
$
|
52,958
|
|
$
|
(35,486
|
)
|
$
|
259,145
|
|
||||
Adjusted EBITDA for the year ended
December 31, 2016
decreased
$53.3 million
, or
20.6%
, to
$205.9 million
from
$259.1 million
for the year ended
December 31, 2015
. The decrease resulted from Adjusted EBITDA decreases of
$23.5 million
,
$30.0 million
and
$0.2 million
in the Radio Station Group, Westwood One and Corporate and Other, respectively. The decrease in Adjusted EBITDA in the Radio Station Group was caused by an increase in operating expenses, partially offset by a small increase in revenue. The decrease in Adjusted EBITDA in Westwood One was caused by a decrease in revenue, partially offset by a decrease in operating expenses. Refer to the discussions under the heading "Content Costs" above for an explanation of the increase in operating costs for each segment.
46
|
Year Ended December 31, 2015
|
||||||||||||||||
|
|
Radio Station Group
|
Westwood One
|
Corporate and Other
|
Consolidated
|
||||||||||||
|
Net revenue
|
$
|
796,383
|
|
$368,968
|
$
|
3,328
|
|
$
|
1,168,679
|
|
||||||
|
% of total revenue
|
68.1
|
%
|
31.6
|
%
|
0.3
|
%
|
100.0
|
%
|
||||||||
|
$ Change from year ended December 31, 2014
|
$
|
(42,184
|
)
|
$
|
(52,032
|
)
|
$
|
(528
|
)
|
$
|
(94,744
|
)
|
||||
|
% Change from year ended December 31, 2014
|
(5.0
|
)%
|
(12.4
|
)%
|
(13.7
|
)%
|
(7.5
|
)%
|
||||||||
|
Year Ended December 31, 2014
|
||||||||||||||||
|
|
Radio Station Group
|
Westwood One
|
Corporate and Other
|
Consolidated
|
||||||||||||
|
Net revenue
|
$
|
838,567
|
|
$
|
421,000
|
|
$
|
3,856
|
|
$
|
1,263,423
|
|
||||
|
% of total revenue
|
66.4
|
%
|
33.3
|
%
|
0.3
|
%
|
100.0
|
%
|
||||||||
Net revenue for the year ended
December 31, 2015
decreased
$94.7 million
, or
7.5%
, to
$1,168.7 million
, compared to
$1,263.4 million
for the year ended
December 31, 2014
. The decrease resulted from decreases of
$42.2 million
,
$52.0 million
and
$0.5 million
in the Radio Station Group, Westwood One and Corporate and Other revenue, respectively.
|
Year Ended December 31, 2015
|
||||||||||||||||
|
Radio Station Group
|
Westwood One
|
Corporate and Other
|
Consolidated
|
|||||||||||||
|
Adjusted EBITDA
|
$
|
241,673
|
|
$
|
52,958
|
|
$
|
(35,486
|
)
|
$
|
259,145
|
|
||||
|
$ change from year ended December 31, 2014
|
$
|
(31,810
|
)
|
$
|
(33,273
|
)
|
$
|
(5,298
|
)
|
$
|
(70,381
|
)
|
||||
|
% change from year ended December 31, 2014
|
(11.6
|
)%
|
(38.6
|
)%
|
(17.6
|
)%
|
(21.4
|
)%
|
||||||||
|
Year Ended December 31, 2014
|
||||||||||||||||
|
Radio Station Group
|
Westwood One
|
Corporate and Other
|
Consolidated
|
|||||||||||||
|
Adjusted EBITDA
|
$
|
273,483
|
|
$
|
86,231
|
|
$
|
(30,188
|
)
|
$
|
329,526
|
|
||||
Adjusted EBITDA for the year ended
December 31, 2015
decreased
$70.4 million
, or
21.4%
, to
$259.1 million
from
$329.5 million
for the year ended
December 31, 2014
. The decrease resulted from Adjusted EBITDA decreases of
$31.8 million
,
$33.3 million
and
$5.3 million
in the Radio Station Group, Westwood One and Corporate and Other, respectively. The decreases in Adjusted EBITDA in the Radio Station Group and Westwood One were caused by decreases in revenue and increases in operating expenses. Refer to the discussions under the heading "Content Costs" above for an explanation of the increase in operating costs for each segment.
The following tables reconcile segment net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to segment Adjusted EBITDA, for the years ended
December 31, 2016
,
2015
, and
2014
(dollars in thousands):
47
|
Year Ended December 31, 2016
|
||||||||||||||||
|
|
Radio Station Group
|
Westwood One
|
Corporate and Other
|
Consolidated
|
||||||||||||
|
GAAP net loss
|
$
|
(356,198
|
)
|
$
|
(11,071
|
)
|
$
|
(143,451
|
)
|
$
|
(510,720
|
)
|
||||
|
Income tax benefit
|
—
|
|
—
|
|
(26,154
|
)
|
(26,154
|
)
|
||||||||
|
Non-operating expense, including net interest expense
|
13
|
|
122
|
|
135,967
|
|
136,102
|
|
||||||||
|
LMA fees
|
12,824
|
|
—
|
|
—
|
|
12,824
|
|
||||||||
|
Depreciation and amortization
|
54,071
|
|
31,178
|
|
2,018
|
|
87,267
|
|
||||||||
|
Stock-based compensation expense
|
—
|
|
—
|
|
2,948
|
|
2,948
|
|
||||||||
|
Gain on sale of assets or stations
|
(95,667
|
)
|
—
|
|
(28
|
)
|
(95,695
|
)
|
||||||||
|
Impairment of intangible assets and goodwill
|
603,149
|
|
1,816
|
|
—
|
|
604,965
|
|
||||||||
|
Acquisition-related and restructuring costs
|
—
|
|
939
|
|
878
|
|
1,817
|
|
||||||||
|
Franchise and state taxes
|
—
|
|
—
|
|
530
|
|
530
|
|
||||||||
|
Gain on early extinguishment of debt
|
—
|
|
—
|
|
(8,017
|
)
|
(8,017
|
)
|
||||||||
|
Adjusted EBITDA
|
$
|
218,192
|
|
$
|
22,984
|
|
$
|
(35,309
|
)
|
$
|
205,867
|
|
||||
|
Year Ended December 31, 2015
|
||||||||||||||||
|
|
Radio Station Group
|
Westwood One
|
Corporate and Other
|
Consolidated
|
||||||||||||
|
GAAP net loss
|
$
|
(265,263
|
)
|
$
|
(141,179
|
)
|
$
|
(140,052
|
)
|
$
|
(546,494
|
)
|
||||
|
Income tax benefit
|
—
|
|
—
|
|
(45,840
|
)
|
(45,840
|
)
|
||||||||
|
Non-operating (income) expense, including net interest expense
|
(6
|
)
|
1,247
|
|
125,800
|
|
127,041
|
|
||||||||
|
LMA fees
|
10,127
|
|
—
|
|
2
|
|
10,129
|
|
||||||||
|
Depreciation and amortization
|
63,342
|
|
36,538
|
|
2,225
|
|
102,105
|
|
||||||||
|
Stock-based compensation expense
|
—
|
|
—
|
|
21,035
|
|
21,035
|
|
||||||||
|
Loss on sale of assets or stations
|
668
|
|
2,081
|
|
107
|
|
2,856
|
|
||||||||
|
Impairment of intangible assets and goodwill
|
432,805
|
|
132,671
|
|
104
|
|
565,580
|
|
||||||||
|
Impairment charges -- equity interest in Pulser Media Inc.
|
—
|
|
19,364
|
|
—
|
|
19,364
|
|
||||||||
|
Acquisition-related and restructuring costs
|
—
|
|
2,236
|
|
14,405
|
|
16,641
|
|
||||||||
|
Franchise and state taxes
|
—
|
|
—
|
|
(50
|
)
|
(50
|
)
|
||||||||
|
Gain on early extinguishment of debt
|
—
|
|
—
|
|
(13,222
|
)
|
(13,222
|
)
|
||||||||
|
Adjusted EBITDA
|
$
|
241,673
|
|
$
|
52,958
|
|
$
|
(35,486
|
)
|
$
|
259,145
|
|
||||
48
|
Year Ended December 31, 2014
|
||||||||||||||||
|
|
Radio Station Group
|
Westwood One
|
Corporate and Other
|
Consolidated
|
||||||||||||
|
GAAP net income (loss)
|
$
|
195,925
|
|
$
|
27,247
|
|
$
|
(211,403
|
)
|
$
|
11,769
|
|
||||
|
Income tax expense
|
—
|
|
—
|
|
10,254
|
|
10,254
|
|
||||||||
|
Non-operating (income) expense, including net interest expense
|
(3,309
|
)
|
1,265
|
|
141,851
|
|
139,807
|
|
||||||||
|
LMA fees
|
7,188
|
|
—
|
|
7
|
|
7,195
|
|
||||||||
|
Depreciation and amortization
|
74,397
|
|
38,487
|
|
2,392
|
|
115,276
|
|
||||||||
|
Stock-based compensation expense
|
—
|
|
—
|
|
17,638
|
|
17,638
|
|
||||||||
|
Gain on sale of assets or stations
|
(718
|
)
|
—
|
|
(625
|
)
|
(1,343
|
)
|
||||||||
|
Acquisition-related and restructuring costs
|
—
|
|
19,232
|
|
9,094
|
|
28,326
|
|
||||||||
|
Franchise and state taxes
|
—
|
|
—
|
|
604
|
|
604
|
|
||||||||
|
Adjusted EBITDA
|
$
|
273,483
|
|
$
|
86,231
|
|
$
|
(30,188
|
)
|
$
|
329,526
|
|
||||
Seasonality and Cyclicality
Our operations and revenues tend to be seasonal in nature, with generally lower revenue generated in the first quarter of the year and generally higher revenue generated in the second and fourth quarters of the year. This seasonality causes and will likely continue to cause a variation in our quarterly operating results. Such variations could have a material effect on the timing of our cash flows and cash on hand at the end of any period.
In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political candidates, political parties and special interest groups. This political spending typically is heaviest during the fourth quarter.
Liquidity and Capital Resources
Liquidity Considerations
The following table summarizes our principal funding obligations for the years ended
December 31, 2016
,
2015
and
2014
(dollars in thousands):
|
2016
|
2015
|
2014
|
|||||||||
|
Repayments of bank borrowings
|
$
|
20,000
|
|
$
|
50,000
|
|
$
|
156,125
|
|
||
|
Interest payments
|
$
|
126,515
|
|
$
|
129,314
|
|
$
|
135,392
|
|
||
|
Capital expenditures
|
$
|
23,037
|
|
$
|
19,236
|
|
$
|
19,026
|
|
||
|
Acquisitions and purchase of intangible assets
|
—
|
|
—
|
|
8,500
|
|
|||||
Net Cash Provided by Operating Activities
|
2016
|
2015
|
2014
|
|||||||||
|
(Dollars in thousands)
|
|
|
|
||||||||
|
Net cash provided by operating activities
|
$
|
35,745
|
|
$
|
82,432
|
|
$
|
136,796
|
|
||
For the year ended
December 31, 2016
, net cash provided by operating activities decreased by
$46.7 million
over the prior year. The decrease was because of an increase in operating cash flows from changes in our assets and liabilities of $6.4 million, primarily due to the timing of our cash collections and payments of accounts payable and prepaid expenses, and a decrease in operating cash flows from net income and adjustments for depreciation and amortization of intangibles and debt issuance costs/discounts, gain (loss) on sale of assets or stations, impairment charges, deferred income taxes and stock-based compensation expense of $53.1 million, primarily due to the non-cash gain on the August 2016 sale of certain assets in our Los
49
Angeles market.
For the year ended
December 31, 2015
, the decrease was primarily due to a decrease in working capital driven by slightly worse collections and the decline in revenue as compared to the prior year.
Net Cash Provided by (Used in) Investing Activities
|
2016
|
|
2015
|
|
2014
|
|||||||
|
(Dollars in thousands)
|
|
|
|
||||||||
|
Net cash provided by (used in) investing activities
|
$
|
83,854
|
|
$
|
(7,961
|
)
|
$
|
(15,572
|
)
|
||
For the year ended
December 31, 2016
, net cash provided by investing activities increased
$91.8 million
as compared to the prior year, primarily because of the $104.6 million in proceeds from our sale of certain land and buildings in our Los Angeles market. For the year ended
December 31, 2015
, net cash used in investing activities decreased $7.6 million as compared to the prior year, primarily due to less cash used in acquisitions and reductions in proceeds from the sale and exchange of assets or stations.
Net Cash Used in Financing Activities
|
2016
|
2015
|
2014
|
|||||||||
|
(Dollars in thousands)
|
|
|
|
||||||||
|
Net cash used in financing activities
|
$
|
(19,997
|
)
|
$
|
(50,085
|
)
|
$
|
(146,745
|
)
|
||
For the year ended
December 31, 2016
, net cash used in financing activities decreased
$30.1 million
as compared to the year ended
December 31, 2015
. The decrease was primarily the result of a $30.0 million decrease in net repayments on borrowings. For the year ended
December 31, 2015
, net cash used in financing activities decreased $96.7 million as compared to the year ended December 31, 2014, primarily the result of a $95.6 million decrease in net repayments on borrowings.
For additional detail regarding the Company’s material liquidity considerations, see “Liquidity Considerations” above.
Amended and Restated Credit Agreement
On December 23, 2013, the Company entered into an Amended and Restated Credit Agreement, among the Company, Cumulus Media Holdings Inc., a direct wholly-owned subsidiary of the Company (“Cumulus Holdings”), as borrower, and certain lenders and agents. The Credit Agreement consists of a
$2.025 billion
term loan maturing in December 2020 and a
$200.0 million
revolving credit facility maturing in December 2018. Under the Revolving Credit Facility, up to
$30.0 million
of availability may be drawn in the form of letters of credit.
Term Loan borrowings and borrowings under the Revolving Credit Facility bear interest, at the option of Cumulus Holdings, based on the Base Rate (as defined below) or the London Interbank Offered Rate (“LIBOR”), plus
3.25%
on LIBOR-based borrowings and
2.25%
on Base Rate-based borrowings. LIBOR-based borrowings are subject to a LIBOR floor of
1.0%
under the Term Loan. Base Rate-based borrowings are subject to a Base Rate floor of
2.0%
under the Term Loan. Base Rate is defined, for any day, as the rate per annum equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of
1.0%
, (ii) the prime commercial lending rate of JPMorgan Chase Bank, N.A., as established from time to time, and (iii) 30 day LIBOR plus
1.0%
. Amounts outstanding under the Term Loan amortize at a rate of
1.0%
per annum of the original principal amount of the Term Loan, payable quarterly, with the balance payable on the maturity date. The Company's
7.75%
Senior Notes (defined below) mature on May 1, 2019. If
91
days prior to the stated maturity date of the
7.75%
Senior Notes (the "Springing Maturity Date") the aggregate principal amount of
7.75%
Senior Notes outstanding exceeds
$200.0 million
, the Term Loan maturity date shall be accelerated to the Springing Maturity Date.
At
December 31, 2016
, the Term Loan bore interest at
4.25%
per annum.
The representations, covenants and events of default in the Credit Agreement are customary for financing transactions of this nature. Events of default in the Credit Agreement include, among others: (a) the failure to pay when due the obligations owing thereunder; (b) the failure to comply with (and not timely remedy, if applicable) certain covenants; (c) certain defaults and accelerations under other indebtedness; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against the Company or any of its restricted subsidiaries; (f) the loss, revocation or suspension of, or any material impairment in the ability to use one or more of, any material FCC licenses; (g) any representation or warranty made, or report, certificate or financial statement delivered to the lenders subsequently proven to have been incorrect in any material respect; and (h) the occurrence of a Change in Control (as defined in the Credit Agreement). Upon the occurrence of an event of default, the lenders
50
may terminate the loan commitments, accelerate all loans and exercise any of their rights under the Credit Agreement and the ancillary loan documents as a secured party.
In the event amounts are outstanding under the Revolving Credit Facility or any letters of credit are outstanding that have not been collateralized by cash as of the end of each quarter, the Credit Agreement requires compliance with a consolidated first lien leverage ratio covenant. The required ratio at
December 31, 2016
was 5.00 to 1 and periodically decreases over time until it reaches 4.0 to 1 on March 31, 2018. At March 31, 2017, the required ratio covenant will be 4.5 to 1. As we currently have no borrowings outstanding under the Revolving Credit Facility, we are not required to comply with this ratio. However, as of December 31, 2016, our actual leverage ratio was in excess of the required ratio.
Certain mandatory prepayments on the Term Loan are required upon the occurrence of specified events, including upon the incurrence of certain additional indebtedness, upon the sale of certain assets and upon the occurrence of certain condemnation or casualty events, and from excess cash flow.
The Company’s, Cumulus Holdings’ and their respective restricted subsidiaries’ obligations under the Credit Agreement are collateralized by a first priority lien on substantially all of the Company’s, Cumulus Holdings’ and their respective restricted subsidiaries’ assets (excluding the Company’s accounts receivable collateralizing the Company's revolving accounts receivable securitization facility (the “Securitization Facility”) with Wells Fargo Capital Finance ("Wells Fargo") as described below) in which a security interest may lawfully be granted, including, without limitation, intellectual property and substantially all of the capital stock of the Company’s direct and indirect domestic wholly-owned subsidiaries and
66%
of the capital stock of any future first-tier foreign subsidiaries. In addition, Cumulus Holdings’ obligations under the Credit Agreement are guaranteed by the Company and substantially all of its restricted subsidiaries, other than Cumulus Holdings.
In December 2016, we completed a discounted prepayment of $28.7 million of face value of the Term Loan for $20.0 million, a discount to par value of 30%. The terms of the Credit Agreement remained unchanged. As a result of the prepayment, we recognized a gain, net of transaction costs, of $8.5 million for the year ended December 31, 2016.
At
December 31, 2016
, after giving effect to the prepayment, the Company had
$1.810 billion
outstanding under the Term Loan and
no
amounts outstanding under the Revolving Credit Facility.
7.75% Senior Notes
On May 13, 2011, the Company issued
$610.0 million
aggregate principal amount of the
7.75%
Senior Notes. Proceeds from the sale of the
7.75%
Senior Notes were used to, among other things, repay the
$575.8 million
outstanding under the term loan facility under the Company's prior credit agreement.
On September 16, 2011, the Company and Cumulus Holdings entered into a supplemental indenture with the trustee under the indenture governing the
7.75%
Senior Notes which provided for, among other things, the (i) assumption by Cumulus Holdings of all obligations of the Company; (ii) substitution of Cumulus Holdings for the Company as issuer; (iii) release of the Company from all obligations as original issuer; and (iv) Company’s guarantee of all of Cumulus Holdings’ obligations, in each case under the indenture and the
7.75%
Senior Notes.
Interest on the
7.75%
Senior Notes is payable on May 1 and November 1 of each year. The
7.75%
Senior Notes mature on May 1, 2019.
Cumulus Holdings, as issuer of the
7.75%
Senior Notes, may redeem all or part of the
7.75%
Senior Notes at any time at a price equal to
100%
of the principal amount, plus a “make-whole” premium. If Cumulus Holdings sells certain assets or experiences specific kinds of changes in control, it will be required to make an offer to purchase the
7.75%
Senior Notes.
The indenture governing the
7.75%
Senior Notes contains representations, covenants and events of default customary for financing transactions of this nature. At
December 31, 2016
, the Company was in compliance with all required covenants under the indenture governing the
7.75%
Senior Notes.
In connection with the substitution of Cumulus Holdings as the issuer of the
7.75%
Senior Notes, the Company has also guaranteed the
7.75%
Senior Notes. In addition, each existing and future domestic restricted subsidiary that guarantees the Company’s indebtedness, Cumulus Holdings’ indebtedness or indebtedness of the Company’s subsidiary guarantors (other than the Company’s subsidiaries that hold the licenses for the Company’s radio stations) guarantees, and will guarantee, the
7.75%
Senior Notes. The
7.75%
Senior Notes are senior unsecured obligations of Cumulus Holdings and rank equally in right of payment to all existing and future senior unsecured debt of Cumulus Holdings and senior in right of payment to all future subordinated debt of Cumulus Holdings. The
7.75%
Senior Notes guarantees are the Company’s and the other guarantors’
51
senior unsecured obligations and rank equally in right of payment to all of the Company’s and the other guarantors’ existing and future senior debt and senior in right of payment to all of the Company’s and the other guarantors’ future subordinated debt. The
7.75%
Senior Notes and the guarantees are effectively subordinated to any of Cumulus Holdings’, the Company’s or the guarantors’ existing and future secured debt to the extent of the value of the assets securing such debt. In addition, the
7.75%
Senior Notes and the guarantees are structurally subordinated to all indebtedness and other liabilities, including preferred stock, of the Company’s non-guarantor subsidiaries, including all of the liabilities of the Company’s and the guarantors’ foreign subsidiaries and the Company’s subsidiaries that hold the licenses for the Company’s radio stations.
Accounts Receivable Securitization Facility
On December 6, 2013, the Company entered into a
5
-year,
$50.0 million
Securitization Facility with Wells Fargo (as successor to General Electric Capital Corporation), as a lender, as swingline lender and as administrative agent (together with any other lenders party thereto from time to time, the “Lenders”).
In connection with the entry into the Securitization Facility, pursuant to a Receivables Sale and Servicing Agreement, dated as of December 6, 2013 (the “Sale Agreement”), certain subsidiaries of the Company (collectively, the “Originators”) sell and/or contribute their existing and future accounts receivable (representing all or a portion of the Company’s accounts receivable) to a special purpose entity and wholly owned subsidiary of the Company (the “SPV”). The SPV may thereafter make borrowings from the Lenders, which borrowings will be secured by those receivables, pursuant to an Amended and Restated Receivables Funding and Administration Agreement, dated as of March 15, 2017 (the “Funding Agreement”). Cumulus Holdings services the accounts receivable on behalf of the SPV.
Advances available under the Funding Agreement at any time are based on advance rates relating to the value of the eligible receivables held by the SPV at that time. The Securitization Facility matures on December 6, 2018, subject to earlier termination at the election of the SPV. Advances bear interest based on either LIBOR plus
2.50%
or the Index Rate (as defined in the Funding Agreement) plus
1.00%
. The SPV is also required to pay a monthly fee based on any unused portion of the Securitization Facility. The Securitization Facility contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type.
At
December 31, 2016
and
2015
, there were
no
amounts outstanding under the Securitization Facility.
Critical Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate estimates, including, among others, those related to revenue recognition, bad debts, intangible assets, income taxes, stock-based compensation, contingencies, litigation, and purchase price allocation. We base our estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts and results may differ materially from these estimates. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
Revenue Recognition
We recognize revenue from the sale of commercial broadcast time to advertisers when the commercials are broadcast, subject to meeting certain conditions such as persuasive evidence that an arrangement exists and collection is reasonably assured. These criteria are generally met at the time an advertisement is broadcast.
Accounts Receivable and Concentration of Credit Risks
Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on several factors including the length of time receivables are past due, trends and current economic factors. All balances are reviewed and evaluated on a consolidated basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off-balance-sheet credit exposure related to our customers.
52
In the opinion of our management, credit risk with respect to accounts receivable is limited due to the large number of customers and the geographic diversification of our customer base. We perform ongoing credit evaluations of our customers and believe that adequate allowances for any uncollectible accounts receivable are maintained.
Intangible Assets
We have significant intangible assets recorded in our accounts. These intangible assets are comprised primarily of FCC licenses and goodwill acquired through the acquisition of radio stations. We are required to review the carrying value of certain intangible assets and our goodwill annually for impairment, and more frequently if circumstances warrant, and record any impairment to results of operations in the periods in which the recorded value of those assets is more than their fair value. As of December 31, 2016, we had $1.8 billion in intangible assets and goodwill, which represented approximately 74.3% of our total assets.
We perform our annual impairment tests for FCC licenses and goodwill as of December 31, 2016. The impairment tests require us to make certain assumptions in determining fair value, including assumptions about the cash flow growth rates of our businesses. Additionally, the fair values are significantly impacted by macroeconomic factors outside of our control. More specifically, the following could adversely impact the current carrying value of our FCC licenses and goodwill: (a) a decline in our forecasted operating profit margins or expected cash flow growth rates, (b) a decline in our forecasted industry operating profit margins, (c) a continued decline in advertising market revenues within the markets we operate stations, or (d) the sustained decline in the selling prices of radio stations, which is generally determined as a multiple of EBITDA. The calculation of the fair value is prepared using an income approach and discounted cash flow methodology.
During the first quarter of 2016, the Company modified its management reporting framework. This modification resulted in a reorganization of the Company's reportable segments and reporting units. Prior to this reorganization, the Company had three reporting units for purposes of goodwill allocation. The Company's top 50 Nielsen Audio rated markets and Westwood One comprised one reporting unit, the second reporting unit consisted of all of the Company's other radio markets while the third reporting unit, in which there was no goodwill, consisted of all non-radio lines of business. After the modification, all of the Company's radio markets comprise one reporting unit ("Reporting Unit 1" or the "Radio Station Group"), Westwood One comprises the second reporting unit ("Reporting Unit 2" or "Westwood One") and the third reporting unit in which there is no goodwill, continues to consist of all the Company's non-radio lines of business ("Reporting Unit 3" or "Corporate and Other"). As part of the reorganization, the Company's reporting units more closely align with its reportable segments. The Company allocated goodwill to the new reporting unit structure based upon a relative fair value approach. The Company determined that goodwill was not impaired before or immediately after the allocation.
Annual Impairment Test - Goodwill
For our annual goodwill impairment test, we performed the Step 1 goodwill test (the “Step 1 test”) and compared the fair value of each reporting unit to the carrying value of its net assets as of December 31, 2016 as follows:
Step 1 Goodwill Test
In performing our annual impairment testing of goodwill, fair value was calculated using a discounted cash flow analysis, which is an income approach. The discounted cash flow analysis requires the projection of future cash flows and the discounting of these cash flows to their present value equivalent via a discount rate. We used a five-year projection period to derive operating cash flow projections. We made certain assumptions regarding future revenue growth based on industry market data and historical and expected performance. We then projected future operating expenses based primarily on historical financial performance in order to derive operating profits, which we combined with expected working capital additions and capital expenditures to determine operating cash flows. Our projections were based on then-current market and economic conditions and our historical knowledge of each of the relevant the reporting units.
During the 2016 year, based on interim financial performance, we determined that no indicators were present which would suggest the fair value of the reporting units may have declined below the carrying value. However, during the annual impairment test and as part of our 2017 budgeting process, we lowered our forecasted revenue and profitability levels for 2017 and future periods.
The material assumptions utilized in these analyses, for both reporting units that have goodwill, included overall future market revenue growth rates for the residual year of 1.1% and a weighted average cost of capital of 9.3%. The residual year growth rate is estimated based on a perpetual nominal growth rate, which is based on long-term industry projections obtained from third party sources. The weighted average cost of capital was determined based on (i) the cost of equity, which includes
53
estimates of the risk-free return, stock risk premiums and industry beta; (ii) the cost of debt, which includes estimates for corporate borrowing rates and (iii) estimated average percentages of equity and debt in capital structures.
The table below presents the percentages by which the fair value was above the carrying value of the Company's reporting units under the Step 1 test as of December 31, 2016 (dollars in thousands).
|
|
Reporting Unit 1
|
Reporting Unit 2
|
Reporting Unit 3
|
||||||
|
Goodwill balance
|
$
|
568,141
|
|
$
|
135,213
|
|
N/A **
|
||
|
Carrying value (including goodwill)
|
$
|
2,040,207
|
|
$
|
194,282
|
|
N/A **
|
||
|
Percentage fair value above carrying value
|
N/A*
|
|
63.8
|
%
|
N/A **
|
||||
|
* Reporting Unit 1 failed the Step 1 test
|
|||||||||
|
** Contains no goodwill
|
|||||||||
The Company's analysis determined that, based on its Step 1 goodwill test, the fair value of Reporting Unit 1 was below its carrying value at December 31, 2016, therefore a Step 2 test was performed. For Reporting Unit 2, no impairment indicator existed in Step 1, therefore the Company determined that a Step 2 test was not required and goodwill was appropriately stated as of December 31, 2016.
As a measure of sensitivity, if the weighted average cost of capital had been 100 basis points higher or lower than management estimates, or the market revenue growth rates were 100 basis points higher or lower than management estimates, there would have been no impact and a Step 2 test would have still been required for Reporting Unit 1 and no Step 2 test would have been required for Reporting Unit 2 as of December 31, 2016.
Step 2 Goodwill Test
As required by the Step 2 test, the Company prepared an allocation of the fair value of Reporting Unit 1 which was identified in the Step 1 test as containing indications of impairment. The allocation of fair value in the Step 2 test showed that the fair value of the individual assets of Reporting Unit 1 was above the fair value of Reporting Unit 1 calculated in the Step 1 test. As a result, the Company recorded a non-cash impairment charge of $568.1 million, reducing the goodwill in Reporting Unit 1 to $0.0 million at December 31, 2016. During the year ended December 31, 2015, the Company recorded a non-cash impairment charge of $549.7 million as a result of an interim impairment test of goodwill.
If actual results or events underlying the material assumptions are less favorable than those projected by us or if a triggering event occurs or circumstances change that would more likely than not reduce the fair value of our goodwill below the amounts reflected in the balance sheet, we may be required to recognize impairment charges in future periods.
Annual Impairment Test - FCC Licenses
As part of its annual impairment testing of indefinite-lived intangibles, in addition to testing goodwill for impairment, the Company also tests its FCC licenses for impairment during the fourth quarter of each year and on an interim basis if events or circumstances indicate that the asset may be impaired. As part of the overall planning associated with the test, the Company determined that its geographic markets are the appropriate unit of accounting for FCC license impairment testing and therefore the Company has combined its FCC licenses within each geographic market cluster into a single unit of accounting for impairment testing purposes.
For the impairment test, we utilized the income approach, specifically the Greenfield Method. This approach values a license by calculating the value of a hypothetical start-up company that initially has no assets except the asset to be valued (the license). The value of the asset under consideration (the license) can be considered as equal to the value of this hypothetical start-up company. In completing the appraisals, we conducted a thorough review of all aspects of the assets being valued.
The estimated fair values of our FCC licenses represent the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the Company and willing market participants at the measurement date. The estimated fair value also assumes the highest and best use of the asset by market participants, considering a use of the asset that is physically possible, legally permissible and financially feasible.
54
A basic assumption in our valuation of these FCC licenses was that these radio stations were new radio stations, signing on the air as of the date of the valuation. We assumed the competitive situation that existed in those markets as of that date, except that these stations were just beginning operations.
In estimating the value of the licenses, we began with market revenue projections. Next, we estimated the percentage of the market’s total revenue, or market share, that market participants could reasonably expect an average start-up station to attain, as well as the duration (in years) required to reach the average market share. The estimated average market share was computed based on market share data, by type (i.e., AM and FM).
After market revenue and market shares have been estimated, operating expenses, including depreciation based on assumed investments in fixed assets and future capital expenditures of a start-up station or operation are similarly estimated based on industry-average cost data. Appropriate estimated income taxes are then subtracted, estimated depreciation added back, estimated capital expenditures subtracted, and estimated working capital adjustments are made to calculate estimated free cash flow during the build-up period until a steady state or mature “normalized” operation is achieved.
The analysis included overall future market revenue growth rates for the residual year of 1.1% and a weighted average cost of capital of 9.3%. The residual year growth rate is estimated based on a perpetual nominal growth rate, which is based on long-term industry projections obtained from third party sources. The weighted average cost of capital was based on (i) the cost of equity, which includes estimates of the risk-free return, stock risk premiums and industry beta; (ii) the cost of debt, which includes estimates for corporate borrowing rates; and (iii) estimated average percentages of equity and debt in other radio broadcasters capital structures.
In order to estimate what listening audience share could be expected to be achieved for each station by market, we analyzed the average local commercial share garnered by similar AM and FM stations competing in those radio markets. We may make adjustments to the listening share and revenue share based on a station's signal coverage within the market and the surrounding area population as compared to the other stations in the market. Based on our knowledge of the industry and familiarity with similar markets, we determined that approximately three years would be required for the stations to reach maturity. We also incorporated the following additional assumptions into the discounted cash flow valuation model:
|
•
|
projected operating revenues and expenses over a five-year period;
|
|
•
|
the estimation of initial and on-going capital expenditures (based on market size);
|
|
•
|
depreciation on initial and on-going capital expenditures (we calculated depreciation using accelerated double declining balance guidelines over five years for the value of the tangible assets necessary for a radio station to go on the air);
|
|
•
|
the estimation of working capital requirements (based on working capital requirements for comparable companies); and
|
|
•
|
amortization of the intangible asset — the FCC license.
|
As a result of the impairment test of our FCC licenses, conducted as of December 31, 2016, we recorded a non-cash impairment charge of $35.0 million.
Sensitivity tests show that if the discount rate had been 100 basis points lower than management estimates, there would have been no impact to the carrying value of our FCC licenses. Had the discount rate been 100 basis points higher than management estimates, we would have recognized an additional $90.6 million impairment charge.
As of December 31, 2016, the FCC license fair value of 11 of the Company's 90 geographical markets exceeded carrying values by less than 10 percent. The aggregated carrying value of these markets was $264.7 million.
Stock-based Compensation Expense
Stock-based compensation expense recognized under ASC Topic 718,
Compensation — Share-Based Payment
(“ASC 718”), for the years ended
December 31, 2016
,
2015
and
2014
, was
$2.9 million
,
$21.0 million
, and
$17.6 million
, respectively. Upon adopting ASC 718 for awards with service conditions, an election was made to recognize stock-based compensation expense on a straight-line basis over the requisite service period for the entire award. For stock options with service conditions only, we utilize the Black-Scholes option pricing model to estimate the fair value of options issued. For restricted stock awards with service conditions, we utilize the intrinsic value method. For restricted stock awards with performance conditions, we evaluate the probability of vesting of the awards in each reporting period and adjust compensation cost based on this assessment. The fair value is based on the use of certain assumptions regarding a number of highly complex and subjective variables. If other assumptions are used, the results could differ.
55
Income Taxes
We use the liability method of accounting for deferred income taxes. Except for goodwill, deferred income taxes are recognized for all temporary differences between the tax and financial reporting bases of our assets and liabilities based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded against a deferred tax asset to measure its net realizable value when it is not more likely than not that the benefits of its recovery will be recognized. We continually review the adequacy of our valuation allowance on our deferred tax assets and recognize the benefits of deferred tax assets only as the reassessment indicates that it is more likely than not that the deferred tax assets will be recognized in accordance with ASC Topic 740,
Income Taxes
("ASC 740").
The Company records valuation allowances to reduce its deferred tax assets to amounts that are more likely than not to be realized. In assessing the need for a valuation allowance, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets. The weight given to the positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified. As such, it is generally difficult for positive evidence regarding projected future taxable income exclusive of reversing taxable temporary differences to outweigh objective negative evidence of recent financial reporting losses. This assessment, which is completed on a taxing jurisdiction basis, takes into account a number of types of evidence, including the following:
|
l
|
Nature, frequency, and severity of current and cumulative financial reporting losses. A pattern of objectively-measured recent financial reporting losses is heavily weighted as a source of negative evidence. Three year cumulative pre-tax losses generally are considered to be significant negative evidence regarding future profitability. Also, the strength and trend of the Company's earnings, as well as other relevant factors, are considered. In certain circumstances, historical information may not be as relevant due to changes in the business operations;
|
|||
|
l
|
Sources of future taxable income. Future reversals of existing temporary differences are heavily-weighted sources of objectively verifiable positive evidence. Projections of future taxable income exclusive of reversing temporary differences and carryforwards are a source of positive evidence only when the projections are combined with a history of recent profits and can be reasonably estimated. Otherwise, these projections are considered inherently subjective and generally will not be sufficient to overcome negative evidence that includes relevant cumulative losses in recent years, particularly if the projected future taxable income is dependent on an anticipated turnaround to profitability that has not yet been achieved. In such cases, we generally give these projections of future taxable income limited weight for the purposes of our valuation allowance assessment pursuant to GAAP;
|
|||
|
l
|
Taxable income in prior carryback year(s), if carryback is permitted under the tax law, would be considered significant positive evidence, depending on availability, when evaluating current period losses; and
|
|||
|
l
|
Tax planning strategies. If necessary and available, tax planning strategies would be implemented to accelerate taxable amounts to utilize expiring carry forwards. These strategies would be a source of additional positive evidence and, depending on their nature, could be heavily weighted.
|
|||
If the company were to determine that it would be able to realize deferred tax assets in the future in excess of the Company's net recorded amount, an adjustment to the net deferred tax asset would increase income in the period that such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its net deferred tax assets in the future, an adjustment to the net deferred tax asset would decrease income in the period such
determination was made. The Company regularly evaluates the need for valuation allowances against its deferred tax assets.
As of
December 31, 2016
, we continue to maintain and record a valuation allowance on certain state net operating loss carryforwards which we do not believe will be able to meet the more likely than not recognition standard for recovery.
Should our judgment about the future profitability of the Company change where we believe it is more likely than not that certain state net operating loss carryovers will be realized, we will record a deferred tax benefit in the period of such change in judgment. Conversely, should our judgment about the future profitability of the Company change where we believe it is not more likely than not that one or all of our deferred tax assets will be recovered, we will record deferred tax expense in the period of such change in judgment.
56
Legal Proceedings
We are currently party to, or a defendant in, various claims or lawsuits that are generally incidental to our business. We also expect that from time to time in the future we will be party to, or a defendant in, various claims or lawsuits that are generally incidental to our business. We expect that we will vigorously contest any such claims or lawsuits and believe that the ultimate resolution of any known claim or lawsuit will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.
Trade Transactions
We provide advertising time in exchange for certain products, supplies and services. We include the value of such exchanges in both station revenues and station operating expenses. Trade valuation is based upon our management’s estimate of the fair value of the products, supplies and services received. For the years ended
December 31, 2016
,
2015
and
2014
, amounts reflected under trade transactions were: (1) trade revenues of
$37.7 million
,
$39.2 million
and
$34.9 million
, respectively; and (2) trade expenses of
$36.2 million
,
$40.4 million
and
$36.8 million
, respectively.
Summary Disclosures about Contractual Obligations and Commercial Commitments
The following tables reflect a summary of our contractual cash obligations and other commercial commitments as of
December 31, 2016
(dollars in thousands):
Payments Due By Period
|
Contractual Cash Obligations
|
Total
|
Less Than 1
Year
|
1 to 3 Years
|
3 to 5 years
|
After 5 Years
|
||||||||||||||
|
Long-term debt (1)
|
$
|
2,912,994
|
|
$
|
125,430
|
|
$
|
250,860
|
|
$
|
2,536,704
|
|
$
|
—
|
|
||||
|
Operating leases (2)
|
111,368
|
|
22,475
|
|
36,179
|
|
22,547
|
|
30,167
|
|
|||||||||
|
Other contractual obligations (3)
|
227,631
|
|
121,308
|
|
51,886
|
|
1,462
|
|
52,975
|
|
|||||||||
|
Total contractual cash obligations
|
$
|
3,251,993
|
|
$
|
269,213
|
|
$
|
338,925
|
|
$
|
2,560,713
|
|
$
|
83,142
|
|
||||
|
(1)
|
Based on amounts outstanding, interest rates and required repayments as of
December 31, 2016
. Also assumes that outstanding indebtedness will not be refinanced prior to scheduled maturity.
|
|
(2)
|
Net of future minimum sublease income.
|
|
(3)
|
Consists of contractual obligations for goods or services including broadcast rights that are enforceable and legally binding obligations that include all significant terms. The potential purchase option related to Merlin Media, LLC, as discussed in more detail in Note 13 "Commitments and Contingencies", has been excluded from the above contractual obligations.
|
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of
December 31, 2016
.
New Accounting Standards
Refer to Note 1 "Description of Business, Basis of Presentation and Summary of Significant Accounting Policies" to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Interest Rate Risk
As of
December 31, 2016
, 74.8% of our long-term debt, or $1.810 billion, bore interest at variable rates. Accordingly, our earnings and after-tax cash flow are subject to change based on changes in interest rates and could be materially affected, depending on the timing thereof and the amount of variable interest rate debt we have outstanding. Assuming the level of borrowings outstanding at
December 31, 2016
at variable interest rates and assuming a one percentage point increase (decrease) in the
2016
average interest rate payable on these borrowings, it is estimated that our
2016
interest expense would have increased (decreased) and net income would have decreased (increased) by $24.2 million.
From time to time in the past we have managed, and may in the future seek to manage, our interest rate risk on a portion of our variable rate debt by entering into interest rate swap agreements in which we receive payments based on variable interest rates and made payments based on a fixed interest rate. We were not party to any such swap agreements on
December 31, 2016
.
Foreign Currency Risk
None of our operations are measured in foreign currencies. As a result, our financial results are not subject to factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets.
57
|
Item 8.
|
Financial Statements and Supplementary Data
|
The information in response to this item is included in our consolidated financial statements, together with the report thereon of PricewaterhouseCoopers LLP, beginning on page F-2 of this Annual Report on Form 10-K, which follows the signature page hereto.
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Not applicable.
|
Item 9A.
|
Controls and Procedures
|
(a) Evaluation of Disclosure Controls and Procedures
We maintain a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) of the Exchange Act) designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Such disclosure controls and procedures are designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Executive Vice President, Treasurer and Chief Financial Officer (“CFO”) (the principal executive and principal financial officers, respectively), as appropriate, to allow timely decisions regarding required disclosure. At the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, the CEO and CFO have concluded our disclosure controls and procedures were effective at the reasonable assurance level as of
December 31, 2016
.
(b) Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s management assessed the effectiveness of its internal control over financial reporting as of
December 31, 2016
. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on this assessment, management has concluded that, as of
December 31, 2016
, the Company’s internal control over financial reporting was effective.
The effectiveness of our internal control over financial reporting as of
December 31, 2016
has been audited by PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm, as stated in their report which appears herein.
|
/s/ Mary G. Berner
|
/s/ John Abbot
|
|
Director and Chief Executive Officer
|
Executive Vice President, Treasurer and Chief Financial Officer
|
(c) Changes in Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting during the fourth quarter of
2016
that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
|
Item 9B.
|
Other Information
|
Effective March 14, 2017, the Company entered into indemnification agreements with the Company’s executive vice president, treasurer and chief financial officer and senior vice president, secretary and general counsel and the Company’s directors, including the Company’s chief executive officer. The agreements provide for the indemnification, to the full extent permitted by law, of expenses, judgments, fines, penalties and amounts paid in settlement incurred by the director or applicable executive officer in connection with any threatened, pending or completed action, suit or proceeding on account of service as a director, officer, employee or agent of Cumulus.
58
|
Item 10.
|
Directors and Executive Officers and Corporate Governance
|
The information required by this item with respect to our directors, compliance with Section 16(a) of the Exchange Act and our code of ethics is incorporated by reference to the information, to be set forth under the captions “Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Information about the Board of Directors” and “Code of Ethics” in our definitive proxy statement for the
2017
Annual Meeting of Stockholders, expected to be filed within 120 days of our fiscal year end (the “
2017
Proxy Statement”). The required information regarding our executive officers is contained in Part I of this 10-K Report.
|
Item 11.
|
Executive Compensation
|
The information required by this item is incorporated by reference to the information to be set forth under the caption “Executive Compensation” in our
2017
Proxy Statement.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
The information required by this item with respect to the security ownership of our management and certain beneficial owners is incorporated by reference to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our
2017
Proxy Statement.
Securities Authorized For Issuance Under Equity Incentive Plans
The following table sets forth, as of
December 31, 2016
, the number of securities outstanding under our equity compensation plans, the weighted average exercise price of such securities and the number of securities available for grant under these plans:
|
Plan Category
|
To be Issued
Upon Exercise of
Outstanding Options
Warrants and Rights (a)
|
Weighted-Average
Exercise Price of
Outstanding Options
Warrants and Rights
|
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a))
|
||||||
|
Equity Compensation Plans Approved by Stockholders
|
3,472,455
|
|
$
|
31.46
|
|
320,865
|
|
||
|
Equity Compensation Plans Not Approved by Stockholders
|
—
|
|
—
|
|
—
|
|
|||
|
Total
|
3,472,455
|
|
$
|
31.46
|
|
320,865
|
|
||
59
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
The information required by this item is incorporated by reference to the information to be set forth under the caption “Certain Relationships and Related Transactions” in our
2017
Proxy Statement.
|
Item 14.
|
Principal Accountant Fees and Services
|
The information required by this item is incorporated by reference to the information to be set forth under the caption “Auditor Fees and Services” in our
2017
Proxy Statement.
60
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
(a) (1)-(2)
Financial Statements.
The financial statements and financial statement schedule listed in the Index to Consolidated Financial Statements appearing on page F-1 of this Annual Report on Form 10-K are filed as a part of this report. All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission have been omitted either because they are not required under the related instructions or because they are not applicable.
(3)
Exhibits
|
2.1
|
Agreement and Plan of Merger, dated August 30, 2013, by and among Cumulus Media Holdings Inc., Dial Global, Inc., Cardinals Merger Corporation and DG LA Members, LLC (incorporated by reference to Exhibit 2.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on December 13, 2013).
|
|
|
3.1**
|
Third Amended and Restated Certificate of Incorporation of Cumulus Media Inc., as amended effective as of October 12, 2016.
|
|
|
3.2
|
Amended and Restated Bylaws of Cumulus Media Inc. (incorporated herein by reference to Exhibit 3.3 to Cumulus Media Inc.’s Quarterly Report on Form 10-Q, File No. 000-24525, filed on November 14, 2011).
|
|
|
4.1
|
Form of Class A Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on August 2, 2002).
|
|
|
4.2
|
Form of Class B Common Stock Certificate (incorporated herein by reference to Exhibit 4.2 to Amendment No. 1 to Cumulus Media Inc.’s Registration Statement on Form S-3/A, File No. 333-176294, filed on September 22, 2011).
|
|
|
4.3
|
Warrant Agreement, dated as of June 29, 2009, among Cumulus Media Inc., the Consenting Lenders signatory thereto and Lewis W. Dickey, Sr., Lewis W. Dickey, Jr., John W. Dickey, Michael W. Dickey, David W. Dickey, Lewis W. Dickey, Sr. Revocable Trust and DBBC, LLC (incorporated herein by reference to Exhibit 10.2 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on June 30, 2009).
|
|
|
4.4
|
Form of Warrant Certificate (incorporated herein by reference to Exhibit 4.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on June 30, 2009).
|
|
|
4.5
|
Warrant Agreement, dated as of September 16, 2011, between Cumulus Media Inc., Computershare Inc. and Computershare Trust Company, N.A., as Warrant Agent (incorporated herein by reference to Exhibit 4.2 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
|
|
|
4.6
|
Form of Warrant Statement (included as Exhibit A-1 in Exhibit 4.5) (incorporated herein by reference to Exhibit 4.3 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
|
|
|
4.7
|
Form of Global Warrant Certificate (included as Exhibit A-2 in Exhibit 4.5) (incorporated herein by reference to Exhibit 4.4 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
|
|
|
4.8
|
Warrant, dated as of September 16, 2011, issued to Crestview Radio Investors, LLC (incorporated herein by reference to Exhibit 4.5 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
|
|
61
|
4.9
|
Registration Rights Agreement, effective as of August 1, 2011, by and among Cumulus Media Inc. and the stockholders (as defined therein) that are parties thereto (incorporated herein by reference to Exhibit 4.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on August 4, 2011).
|
|
|
4.10
|
Registration Rights Agreement, effective as of September 16, 2011, by and among Cumulus Media Inc., Crestview Radio Investors, LLC, UBS Securities LLC and other investors signatory thereto (incorporated herein by reference to Exhibit 10.5 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
|
|
|
4.11
|
Stockholders’ Agreement, dated as of September 16, 2011, among Cumulus Media Inc., BA Capital Company, L.P. and Banc of America Capital Investors SBIC, L.P., Blackstone FC Communications Partners L.P., Lewis W. Dickey, Jr., John W. Dickey, David W. Dickey, Michael W. Dickey, Lewis W. Dickey, Sr. and DBBC, L.L.C., Crestview Radio Investors, LLC, MIHI LLC, UBS Securities LLC and any other person who becomes a party thereto (incorporated herein by reference to Exhibit 10.6 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
|
|
|
4.12
|
Indenture, dated as of May 13, 2011, among Cumulus Media Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to Cumulus Media Inc.’s Current Report on Form 8- K, File No. 000-24525, filed on May 16, 2011).
|
|
|
4.13
|
Form of 7.75% Senior Notes due 2019 (included as Exhibits A and B in Exhibit 4.15) (incorporated herein by reference to Exhibit 4.2 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on May 16, 2011).
|
|
|
4.14
|
First Supplemental Indenture, dated as of September 16, 2011, by and among Cumulus Media Holdings Inc., Cumulus Media Inc., the other parties signatory thereto and U.S. Bank National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
|
|
|
4.15
|
Second Supplemental Indenture, dated as of October 16, 2011, by and among Cumulus Media Holdings Inc., each of the subsidiaries of Cumulus Media Holdings Inc. signatory thereto and U.S. Bank National Association, as Trustee (incorporated herein by reference to Exhibit 4.12 to Cumulus Media Inc.’s Quarterly Report on Form 10-Q, File No. 000-24525, filed on November 14, 2011).
|
|
|
4.16
|
Third Supplemental Indenture, effective October 17, 2011, by and among Cumulus Media Holdings Inc., each of the subsidiaries of Cumulus Media Holdings Inc. signatory thereto and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.5 to Cumulus Media Inc. Registration Statement on Form S-4/A, File No. 333-178647, filed on March 5, 2012).
|
|
|
4.17
|
Fourth Supplemental Indenture, dated as of December 23, 2013, by and among Cumulus Media Holdings Inc., each of the subsidiaries of Cumulus Media Holdings Inc. signatory thereto and U.S. Bank National Association, as Trustee (incorporated herein by reference to Exhibit 4.17 to Cumulus Media Inc.'s Annual Report on Form 10-K, File No. 000-24525, filed on March 17, 2014).
|
|
|
4.18
|
First Amendment to Stockholders' Agreement, dated April 27, 2015 (incorporated by reference to Exhibit 10.1 to Cumulus Media Inc.'s Current Report on Form 8-K, File No. 000-24525, filed with the SEC on April 28, 2015).
|
|
|
10.1 *
|
Form of Employment Agreement, dated September 29, 2015, by and between the Company and Mary G. Berner (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 30, 2015).
|
|
|
10.2 *
|
Form of Amendment to Stock Option Award Certificate, dated September 29, 2015, by and between Lewis W. Dickey, Jr. and the Company (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on September 30, 2015).
|
|
62
|
10.3 *
|
Form of Non Qualified Stock Option Agreement as of October 13, 2015, by and between the Company and Mary G. Berner (incorporated by reference to
Exhibit A
to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 30, 2015)
|
|
|
10.4 *
|
Form of Stock Option Award Certificate (incorporated herein by reference to Exhibit (d)(8) to Cumulus Media Inc.’s Schedule TO-I, File No. 005-54277, filed on December 1, 2008).
|
|
|
10.5 *
|
Form of 2008 Equity Incentive Plan Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on March 4, 2009).
|
|
|
10.6 *
|
Form of 2008 Equity Incentive Plan Stock Option Award Agreement (incorporated by reference to Exhibit 10.14 to Cumulus Media Inc.’s Annual Report on Form 10-K, File No. 000-24525, filed on March 16, 2009).
|
|
|
10.7 *
|
Cumulus Media Inc. 2011 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.7 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
|
|
|
10.8 *
|
Form of Nonqualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.8 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
|
|
|
10.9 *
|
Form of Non-employee Director Restricted Stock Agreement under the Cumulus Media Inc. 2011 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Cumulus Media Inc.’s Quarterly Report on Form 10-Q, File No. 000- 24525, filed on May 7, 2012).
|
|
|
10.10 *
|
Form of Employment Agreement with certain executive officers, dated as of November 29, 2011 (incorporated herein by reference to Exhibit 10.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on December 2, 2011).
|
|
|
10.11
|
Receivables Sale and Servicing Agreement, dated as of December 6, 2013, by and among each of the originators party thereto, CMI Receivables Funding LLC, as Buyer, and Cumulus Media Holdings Inc., as Servicer (incorporated by reference to Exhibit 10.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24545, filed on December 12, 2013).
|
|
|
10.12
|
Receivables Funding and Administration Agreement, dated as of December 6, 2013, by and among CMI Receivables Funding LLC, as Borrower, the lenders signatory thereto from time to time and General Electric Capital Corporation, as a lender, as Swing Line Lender and as Administrative Agent (incorporated by reference to Exhibit 10.2 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24545, filed on December 12, 2013).
|
|
|
10.13
|
Amended and Restated Credit Agreement, dated as of December 23, 2013, among Cumulus Media Inc., Cumulus Media Holdings Inc., as Borrower, certain lenders, JPMorgan Chase Bank, N.A., as lender and Administrative Agent, Royal Bank of Canada and Macquarie Capital (USA) Inc., as co-syndication agents, and Credit Suisse AG, Cayman Islands Branch, Fifth Third Bank, Goldman Sachs Bank USA and ING Capital LLC, as co-documentation agents (incorporated by reference to Exhibit 10.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24545, filed on December 23, 2013).
|
|
|
10.14
|
First Lien Guarantee and Collateral Agreement, dated as of September 16, 2011, made by Cumulus Media Inc., Cumulus Media Holdings Inc. and certain subsidiaries of Cumulus Media Inc. in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.3 to Cumulus Media Inc.’s Current Report on Form 8- K, File No. 000-24525, filed on September 22, 2011).
|
|
|
10.15 *
|
First Amendment to Employment Agreement, dated April 18, 2015, between Lewis W. Dickey, Jr. and Cumulus Media Inc. (incorporated by reference to Exhibit 10.2 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on April 28, 2015).
|
|
|
10.16 *
|
First Amendment to Employment Agreement, dated March 30, 2016, by and between Cumulus Media Inc. and Richard S. Denning (incorporated by reference to Exhibit 10.2 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on March 31, 2016).
|
|
63
|
10.17 *
|
Second Amendment to Employment Agreement, dated August 26, 2016, by and between Cumulus Media Inc. and Richard S. Denning (incorporated by reference to Exhibit 10.1 to Cumulus Media Inc.'s Quarterly Report on Form 10-Q filed with the SEC on March 31, 2016).
|
|
|
10.18 **
|
Employment Agreement, dated July 1, 2016, by and between Cumulus Media Inc. and John Abbot.
|
|
|
10.19 *
|
First Amendment to Employment Agreement, dated March 30, 2016, by and between Cumulus Media Inc. and Joseph P. Hannan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K Filed with the SEC on March 31, 2016).
|
|
|
10.20 *
|
Employment Agreement, dated as of December 13, 2015, by and between Cumulus Media Inc. and Suzanne Grimes (incorporated by reference to Exhibit 10.3 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on March 31, 2016).
|
|
|
10.21 *
|
First Amendment to Employment Agreement, dated March 30, 2016, by and between Cumulus Media Inc. and Suzanne Grimes (incorporated by reference to Exhibit 10.4 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on March 31, 2016).
|
|
|
10.22 *
|
First Amendment to Employment Agreement, dated March 30, 2016, by and between Cumulus Media Inc. and Mary G. Berner (incorporated by reference to Exhibit 10.5 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on March 31, 2016).
|
|
|
10.23**
|
Form of Indemnification Agreement with directors and certain executive officers.
|
|
|
10.24**
|
Refinancing Support Agreement, dated December 6, 2016, by and among Cumulus Media Inc., Cumulus Media Holdings Inc., and certain direct and indirect subsidiaries and Supporting Noteholders
|
|
|
12.1 **
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
21.1 **
|
Subsidiaries of Cumulus Media Inc.
|
|
|
23.1 **
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
31.1 **
|
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31.2 **
|
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.1 **
|
Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101.INS
|
XBRL Instance Document.
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
*
|
Management contract or compensatory plan or arrangement.
|
|
**
|
Filed or furnished herewith.
|
64
|
(b)
|
Exhibits. See Exhibits above.
|
|
(c)
|
Financial Statement Schedules. Schedule II – Valuation and Qualifying Accounts.
|
|
Item 16.
|
Form 10-K Summary
|
None.
65
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 16
th
day of March 2017.
|
CUMULUS MEDIA INC.
|
|||
|
By
|
|
/s/ John Abbot
|
|
|
|
John Abbot
Executive Vice President, Treasurer
and Chief Financial Officer
|
||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Signature
|
Title
|
Date
|
||
|
/s/ Mary G. Berner
|
President, Chief Executive Officer and
|
March 16, 2017
|
||
|
Mary G. Berner
|
Director
|
|||
|
/s/ John Abbot
|
Executive Vice President, Treasurer and
|
March 16, 2017
|
||
|
John Abbot
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|||
|
/s/ Jeffrey Marcus
|
Director
|
March 16, 2017
|
||
|
Jeffrey Marcus
|
||||
|
/s/ Brian Cassidy
|
Director
|
March 16, 2017
|
||
|
Brian Cassidy
|
||||
|
/s/ Lewis W Dickey
|
Director
|
March 16, 2017
|
||
|
Lewis W. Dickey
|
||||
|
/s/ Ralph B. Everett
|
Director
|
March 16, 2017
|
||
|
Ralph B. Everett
|
||||
|
/s/ Alexis Glick
|
Director
|
March 16, 2017
|
||
|
Alexis Glick
|
||||
|
/s/ David M. Tolley
|
Director
|
March 16, 2017
|
||
|
David M. Tolley
|
||||
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
The following Consolidated Financial Statements of Cumulus Media Inc. are included in Item 8:
66
|
Page
|
||
|
(1)
|
Financial Statements
|
|
|
(2)
|
Financial Statement Schedule
|
|
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Cumulus Media Inc.:
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of stockholders’ (deficit) equity and of cash flows present fairly, in all material respects, the financial position of Cumulus Media Inc. and its subsidiaries
at December 31, 2016 and December 31, 2015, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 2016
in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in
Internal Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for its debt issuance costs in 2016.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/PricewaterhouseCoopers LLP
Atlanta, Georgia
March 16, 2017
F-2
CUMULUS MEDIA INC.
December 31, 2016
and
2015
(Dollars in thousands, except for share data)
|
2016
|
2015
|
||||||
|
Assets
|
|||||||
|
Current assets:
|
|||||||
|
Cash and cash equivalents
|
$
|
131,259
|
|
$
|
31,657
|
|
|
|
Restricted cash
|
8,025
|
|
7,981
|
|
|||
|
Accounts receivable, less allowance for doubtful accounts of $4,691 and $4,923 in 2016 and 2015, respectively
|
231,585
|
|
243,428
|
|
|||
|
Trade receivable
|
4,985
|
|
4,146
|
|
|||
|
Assets held for sale
|
30,150
|
|
45,157
|
|
|||
|
Prepaid expenses and other current assets
|
33,923
|
|
26,906
|
|
|||
|
Total current assets
|
439,927
|
|
359,275
|
|
|||
|
Property and equipment, net
|
162,063
|
|
169,437
|
|
|||
|
Broadcast licenses
|
1,540,183
|
|
1,578,066
|
|
|||
|
Other intangible assets, net
|
116,499
|
|
174,530
|
|
|||
|
Goodwill
|
135,214
|
|
703,354
|
|
|||
|
Other assets
|
18,805
|
|
17,726
|
|
|||
|
Total assets
|
$
|
2,412,691
|
|
$
|
3,002,388
|
|
|
|
Liabilities and Stockholders’ (Deficit) Equity
|
|||||||
|
Current liabilities:
|
|||||||
|
Accounts payable and accrued expenses
|
$
|
96,241
|
|
$
|
118,396
|
|
|
|
Trade payable
|
4,550
|
|
4,374
|
|
|||
|
Total current liabilities
|
100,791
|
|
122,770
|
|
|||
|
Term loan, net of debt issuance costs/discounts of $29,909 and $37,524 at December 31, 2016 and 2015, respectively
|
1,780,357
|
|
1,801,416
|
|
|||
|
7.75% senior notes, net of debt issuance costs of $6,200 and $8,515 at December 31, 2016 and 2015, respectively
|
603,800
|
|
601,485
|
|
|||
|
Other liabilities
|
31,431
|
|
44,804
|
|
|||
|
Deferred income taxes
|
388,050
|
|
415,881
|
|
|||
|
Total liabilities
|
2,904,429
|
|
2,986,356
|
|
|||
|
Commitments and Contingencies (Note 13)
|
|
|
|||||
|
Stockholders’ (deficit) equity:
|
|||||||
|
Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 32,031,054 and 31,987,862 shares issued and 29,225,765 and 29,182,118 shares outstanding at 2016 and 2015, respectively
|
320
|
|
320
|
|
|||
|
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding at 2016 and 2015
|
1
|
|
1
|
|
|||
|
Treasury stock, at cost, 2,806,187 and 2,805,743 shares at 2016 and 2015, respectively
|
(229,310
|
)
|
(229,310
|
)
|
|||
|
Additional paid-in-capital
|
1,624,815
|
|
1,621,865
|
|
|||
|
Accumulated deficit
|
(1,887,564
|
)
|
(1,376,844
|
)
|
|||
|
Total stockholders’ (deficit) equity
|
(491,738
|
)
|
16,032
|
|
|||
|
Total liabilities and stockholders’ equity
|
$
|
2,412,691
|
|
$
|
3,002,388
|
|
|
See accompanying notes to the consolidated financial statements.
F-3
CUMULUS MEDIA INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended
December 31, 2016
,
2015
and
2014
(Dollars in thousands, except for share and per share data)
|
2016
|
2015
|
2014
|
|||||||||
|
Net revenue
|
$
|
1,141,400
|
|
|
$
|
1,168,679
|
|
$
|
1,263,423
|
|
|
|
Operating expenses:
|
|
|
|
||||||||
|
Content costs
|
427,780
|
|
|
396,426
|
|
433,596
|
|
||||
|
Selling, general & administrative expenses
|
472,900
|
|
|
477,327
|
|
470,441
|
|
||||
|
Depreciation and amortization
|
87,267
|
|
|
102,105
|
|
115,275
|
|
||||
|
LMA fees
|
12,824
|
|
|
10,129
|
|
7,195
|
|
||||
|
Corporate expenses (including stock-based compensation expense of $2,948, $21,033, and $17,638, respectively)
|
40,148
|
|
|
73,403
|
|
76,428
|
|
||||
|
(Gain) loss on sale of assets or stations
|
(95,695
|
)
|
|
2,856
|
|
(1,342
|
)
|
||||
|
Impairment of intangible assets and goodwill
|
604,965
|
|
|
565,584
|
|
—
|
|
||||
|
Impairment charges - equity interest in Pulser Media Inc.
|
—
|
|
19,364
|
|
—
|
|
|||||
|
Total operating expenses
|
1,550,189
|
|
|
1,647,194
|
|
1,101,593
|
|
||||
|
Operating (loss) income
|
(408,789
|
)
|
|
(478,515
|
)
|
161,830
|
|
||||
|
Non-operating expense:
|
|
|
|
||||||||
|
Interest expense
|
(138,634
|
)
|
|
(141,679
|
)
|
(145,533
|
)
|
||||
|
Interest income
|
493
|
|
|
433
|
|
1,388
|
|
||||
|
Gain on early extinguishment of debt
|
8,017
|
|
|
13,222
|
|
—
|
|
||||
|
Other income, net
|
2,039
|
|
|
14,205
|
|
4,338
|
|
||||
|
Total non-operating expense, net
|
(128,085
|
)
|
|
(113,819
|
)
|
(139,807
|
)
|
||||
|
(Loss) income before income taxes
|
(536,874
|
)
|
|
(592,334
|
)
|
22,023
|
|
||||
|
Income tax benefit (expense)
|
26,154
|
|
|
45,840
|
|
(10,254
|
)
|
||||
|
Net (loss) income
|
$
|
(510,720
|
)
|
|
$
|
(546,494
|
)
|
$
|
11,769
|
|
|
|
Basic and diluted (loss) income per common share
(see Note 11, “Earnings (Loss) Per Share”):
|
|
|
|
||||||||
|
Basic: (Loss) income per share
|
$
|
(17.45
|
)
|
|
$
|
(18.72
|
)
|
$
|
0.40
|
|
|
|
Diluted: (Loss) income per share
|
$
|
(17.45
|
)
|
|
$
|
(18.72
|
)
|
$
|
0.40
|
|
|
|
Weighted average basic common shares outstanding
|
29,270,455
|
|
|
29,176,930
|
|
28,267,807
|
|
||||
|
Weighted average diluted common shares outstanding
|
29,270,455
|
|
|
29,176,930
|
|
28,620,395
|
|
||||
See accompanying notes to the consolidated financial statements.
F-4
CUMULUS MEDIA INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY
Years Ended
December 31, 2016
,
2015
and
2014
(Dollars in Thousands)
|
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
Class C
Common Stock
|
|
Treasury
Stock
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
|
Number of
Shares
|
Par
Value
|
|
Number of
Shares
|
|
Par
Value
|
|
Number of
Shares
|
|
Par
Value
|
|
Number of
Shares
|
|
Value
|
|
Additional
Paid-In Capital |
|
Accumulated
Deficit |
|
Total
|
|||||||||||||||||||
|
Balance at December 31, 2013
|
27,799,878
|
|
$
|
278
|
|
1,928,118
|
|
$
|
19
|
|
80,609
|
|
$
|
1
|
|
3,025,650
|
|
$
|
(251,193
|
)
|
$
|
1,605,754
|
|
$
|
(842,119
|
)
|
$
|
512,740
|
|
||||||||||
|
Net Income
|
|
|
|
|
|
|
|
|
|
11,769
|
|
11,769
|
|
||||||||||||||||||||||||||
|
Conversion of equity upon exercise of warrants
|
1,990,123
|
|
20
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5,115
|
|
(270
|
)
|
363
|
|
—
|
|
113
|
|
|||||||||||||||||
|
Shares returned in lieu of tax payments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24,859
|
|
(1,332
|
)
|
—
|
|
—
|
|
(1,332
|
)
|
|||||||||||||||||
|
Restricted shares issued from treasury
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(11,664
|
)
|
956
|
|
(956
|
)
|
—
|
|
—
|
|
|||||||||||||||||
|
Stock option exercises
|
156,623
|
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
88,273
|
|
(4,730
|
)
|
5,348
|
|
—
|
|
620
|
|
|||||||||||||||||
|
Stock based compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
17,638
|
|
—
|
|
17,638
|
|
|||||||||||||||||
|
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
32
|
|
—
|
|
32
|
|
|||||||||||||||||
|
Stock conversion
|
1,928,117
|
|
19
|
|
(1,928,118
|
)
|
(19
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||||||
|
Citadel Bankruptcy shares issued
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(304,789
|
)
|
24,981
|
|
(24,981
|
)
|
—
|
|
—
|
|
|||||||||||||||||
|
Balance at December 31, 2014
|
31,874,741
|
|
319
|
|
—
|
|
—
|
|
80,609
|
|
1
|
|
2,827,444
|
|
(231,588
|
)
|
1,603,198
|
|
(830,350
|
)
|
541,580
|
|
|||||||||||||||||
|
Net loss
|
|
|
|
|
|
|
|
|
|
(546,494
|
)
|
(546,494
|
)
|
||||||||||||||||||||||||||
|
Conversion of equity upon exercise of warrants
|
113,121
|
|
$
|
1
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
6,288
|
|
$
|
(115
|
)
|
$
|
120
|
|
$
|
—
|
|
$
|
6
|
|
||||||||||
|
Shares returned in lieu of tax payments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(93
|
)
|
—
|
|
—
|
|
(93
|
)
|
|||||||||||||||||
|
Restricted shares issued from treasury
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(27,989
|
)
|
2,486
|
|
(2,486
|
)
|
—
|
|
—
|
|
|||||||||||||||||
|
Stock based compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
21,033
|
|
—
|
|
21,033
|
|
|||||||||||||||||
|
Balance at December 31, 2015
|
31,987,862
|
|
320
|
|
—
|
|
—
|
|
80,609
|
|
1
|
|
2,805,743
|
|
(229,310
|
)
|
1,621,865
|
|
(1,376,844
|
)
|
16,032
|
|
|||||||||||||||||
|
Net loss
|
|
|
|
|
|
|
|
|
|
(510,720
|
)
|
(510,720
|
)
|
||||||||||||||||||||||||||
|
Conversion of equity upon exercise of warrants
|
43,192
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|||||||||||||||||
|
Stock based compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,948
|
|
—
|
|
2,948
|
|
|||||||||||||||||
|
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
444
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||||||
|
Balance at December 31, 2016
|
32,031,054
|
|
$
|
320
|
|
—
|
|
$
|
—
|
|
80,609
|
|
$
|
1
|
|
2,806,187
|
|
$
|
(229,310
|
)
|
$
|
1,624,815
|
|
$
|
(1,887,564
|
)
|
$
|
(491,738
|
)
|
||||||||||
See accompanying notes to the consolidated financial statements.
F-5
CUMULUS MEDIA INC.
Years Ended
December 31, 2016
,
2015
and
2014
(Dollars in thousands)
|
2016
|
2015
|
2014
|
|||||||||
|
Cash flows from operating activities:
|
|||||||||||
|
Net (loss) income
|
$
|
(510,720
|
)
|
$
|
(546,494
|
)
|
$
|
11,769
|
|
||
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|||||||||||
|
Depreciation and amortization
|
87,267
|
|
102,105
|
|
115,275
|
|
|||||
|
Amortization of debt issuance costs/discounts
|
9,961
|
|
9,541
|
|
9,493
|
|
|||||
|
Provision for doubtful accounts
|
1,103
|
|
4,501
|
|
4,302
|
|
|||||
|
(Gain) loss on sale of assets or stations
|
(95,695
|
)
|
2,856
|
|
(1,342
|
)
|
|||||
|
Impairment of intangible assets and goodwill
|
604,965
|
|
565,584
|
|
—
|
|
|||||
|
Impairment charges - equity interest in Pulser Media Inc.
|
—
|
|
19,364
|
|
—
|
|
|||||
|
Fair value adjustment of derivative instruments
|
—
|
|
—
|
|
21
|
|
|||||
|
Deferred income taxes
|
(27,831
|
)
|
(48,262
|
)
|
6,902
|
|
|||||
|
Stock-based compensation expense
|
2,948
|
|
21,033
|
|
17,638
|
|
|||||
|
Gain on early extinguishment of debt
|
(8,017
|
)
|
(13,222
|
)
|
—
|
|
|||||
|
Changes in assets and liabilities (excluding acquisitions and dispositions):
|
|||||||||||
|
Accounts receivable
|
10,740
|
|
371
|
|
12,195
|
|
|||||
|
Trade receivable
|
(839
|
)
|
(1,691
|
)
|
1,964
|
|
|||||
|
Prepaid expenses and other current assets
|
(7,017
|
)
|
16,983
|
|
(14,750
|
)
|
|||||
|
Other assets
|
(1,106
|
)
|
(6,208
|
)
|
(6,716
|
)
|
|||||
|
Accounts payable and accrued expenses
|
(16,816
|
)
|
(34,122
|
)
|
7,074
|
|
|||||
|
Trade payable
|
176
|
|
410
|
|
118
|
|
|||||
|
Other liabilities
|
(13,374
|
)
|
(10,317
|
)
|
(27,147
|
)
|
|||||
|
Net cash provided by operating activities
|
35,745
|
|
82,432
|
|
136,796
|
|
|||||
|
Cash flows from investing activities:
|
|||||||||||
|
Restricted cash
|
(44
|
)
|
2,074
|
|
(3,909
|
)
|
|||||
|
Proceeds from sale of assets or stations
|
106,935
|
|
9,201
|
|
15,843
|
|
|||||
|
Capital expenditures
|
(23,037
|
)
|
(19,236
|
)
|
(19,006
|
)
|
|||||
|
Acquisitions less cash acquired
|
—
|
|
—
|
|
(8,500
|
)
|
|||||
|
Net cash provided by (used in) investing activities
|
83,854
|
|
(7,961
|
)
|
(15,572
|
)
|
|||||
|
Cash flows from financing activities:
|
|||||||||||
|
Repayment of borrowings under term loans and revolving credit facilities
|
(20,000
|
)
|
(50,000
|
)
|
(156,125
|
)
|
|||||
|
Proceeds from borrowings under term loans and revolving credit facilities
|
—
|
|
—
|
|
10,000
|
|
|||||
|
Tax withholding payments on behalf of employees
|
—
|
|
(93
|
)
|
(1,332
|
)
|
|||||
|
Proceeds from exercise of warrants
|
3
|
|
8
|
|
113
|
|
|||||
|
Proceeds from exercise of options
|
—
|
|
—
|
|
620
|
|
|||||
|
Deferred financing costs
|
—
|
|
—
|
|
(21
|
)
|
|||||
|
Net cash used in financing activities
|
(19,997
|
)
|
(50,085
|
)
|
(146,745
|
)
|
|||||
|
Increase (decrease) in cash and cash equivalents
|
99,602
|
|
24,386
|
|
(25,521
|
)
|
|||||
|
Cash and cash equivalents at beginning of period
|
31,657
|
|
7,271
|
|
32,792
|
|
|||||
|
Cash and cash equivalents at end of period
|
$
|
131,259
|
|
$
|
31,657
|
|
$
|
7,271
|
|
||
|
Supplemental disclosures of cash flow information:
|
|||||||||||
|
Interest paid
|
$
|
126,515
|
|
$
|
129,314
|
|
$
|
135,392
|
|
||
|
Income taxes paid
|
4,451
|
|
2,620
|
|
9,633
|
|
|||||
|
Supplemental disclosures of non-cash flow information:
|
|||||||||||
|
Trade revenue
|
$
|
37,691
|
|
$
|
39,237
|
|
$
|
34,876
|
|
||
|
Trade expense
|
36,158
|
|
40,427
|
|
36,753
|
|
|||||
|
Equity interest in Pulser Media, Inc.
|
—
|
|
2,025
|
|
17,235
|
|
|||||
|
Transfer of deposit from escrow - Los Angeles land and building sale
|
6,000
|
|
—
|
|
—
|
|
|||||
See accompanying notes to the consolidated financial statements.
F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business, Basis of Presentation and Summary of Significant Accounting Policies
Description of Business
Cumulus Media Inc. (and its consolidated subsidiaries, except as the context may otherwise require, “Cumulus,” “Cumulus Media,” “we,” “us,” “our,” or the “Company”) is a Delaware corporation, organized in 2002, and successor by merger to an Illinois corporation with the same name that had been organized in 1997.
Basis of Presentation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Reverse Stock Split
On October 12, 2016, the Company effected a one-for-eight (1:
8
) reverse stock split (the "Reverse Stock Split"). As a result of the Reverse Stock Split, every
eight
shares of each class of the Company's outstanding common stock were combined into one share of the same class of common stock and the authorized shares of each class of the Company's common stock were reduced by the same ratio. No fractional shares were issued in connection with the Reverse Stock Split. The number and strike price of the Company's outstanding stock options and warrants were adjusted proportionally, as appropriate. The par value of the Company's common stock was not adjusted as a result of the Reverse Stock Split. All authorized, issued and outstanding stock and per share amounts contained within the accompanying unaudited condensed consolidated financial statements and these footnotes have been retroactively adjusted to reflect this Reverse Stock Split for all periods presented.
Out of Period Adjustment
In connection with the preparation of the unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2016, we recorded a correction of an immaterial misstatement that occurred in prior periods, which resulted in an increase in content costs of
$3.6 million
in the second quarter of 2016. The correction related to the Radio Station Group segment only and was not material to the prior year quarterly or annual results. The effect of this correction is not material to the 2016 annual financial statements.
Reportable Segments
During the first quarter of 2016, the Company modified its management reporting framework affecting how the Company evaluates operating performance and internally reports financial information. This modification resulted in a reorganization of the Company's reportable segments. Prior to this reorganization, the Company operated in
one
reportable business segment which consisted of radio broadcasting, advertising and related services. The Company now operates in
two
reportable segments, the Radio Station Group and Westwood One, for which there is discrete financial information available and whose operating results are reviewed by the chief operating decision maker. Historical information included in these financial statements has been revised to reflect the change to
two
segments, with no impact to previously disclosed consolidated results (See Note 4, "Intangible Assets and Goodwill" and Note 16, "Segment Data").
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluated its estimates, including significant estimates related to revenue recognition, bad debts, intangible assets, income taxes, stock-based compensation, contingencies, litigation, and, if applicable, purchase price allocation. The Company based its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts and results may differ materially from these estimates.
Comprehensive Income
Comprehensive income (loss) includes net income (loss) and certain items that are excluded from net income (loss) and recorded as a separate component of stockholders' equity (deficit). During the years ended December 31, 2016, 2015 and 2014, the Company had no items of other comprehensive income (loss) and, therefore, comprehensive income does not differ from reported net income (loss).
F-7
Cash and Cash Equivalents
The Company considered all highly liquid investments with original maturities of three months or less to be cash equivalents.
Accounts Receivable, Allowance for Doubtful Accounts and Concentration of Credit Risk
Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determined the allowance based on several factors, including the length of time receivables are past due, trends and current economic factors. All balances are reviewed and evaluated quarterly on a consolidated basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.
In the opinion of management, credit risk with respect to accounts receivable is limited due to the large number of customers and the geographic diversification of the Company’s customer base. The Company performs ongoing credit evaluations of its customers and believes that adequate allowances for any uncollectible accounts receivable are maintained.
Assets Held for Sale
During the year ended
December 31, 2015
, the Company entered into an agreement to sell certain land in the Company's Washington, DC market to a third party. The closing of the transaction is subject to various conditions and approvals, which remain pending. The identified assets have been classified as held for sale in the accompanying consolidated balance sheets at
December 31, 2016
and
2015
. The estimated fair value of the land and buildings to be disposed of are in excess of their carrying value.
Dispositions
On August 30, 2016, the Company completed the sale of certain land and buildings in Los Angeles for
$110.6 million
in cash. In conjunction with this sale, the Company recorded a net gain of
$94.0 million
, which is included in (gain) loss on sale of assets or stations in the accompanying consolidated statements of operations for the year-ended December 31, 2016. The identified assets were classified as held for sale in the accompanying December 31, 2015 consolidated balance sheet.
Insurance Recoveries
During the year ended December 31, 2015, the Company received
$14.6 million
of insurance proceeds related to a business interruption claim arising from Hurricane Katrina in 2005. The Company recorded
$12.4 million
in other income (expense), net and
$2.2 million
as an offset to corporate expenses in the consolidated statement of operations for the year ended December 31, 2015.
Property and Equipment
Property and equipment are stated at cost. Property and equipment acquired in business combinations accounted for under the purchase method of accounting are recorded at their estimated fair values on the date of acquisition. Equipment held under capital leases is stated at the present value of minimum future lease payments.
Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets. Equipment held under capital leases and leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the remaining term of the lease. Depreciation of construction in progress is not recorded until the assets are placed into service.
Impairment of Long-Lived Assets
Long-lived assets, such as property and equipment and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.
Intangible Assets and Goodwill
F-8
The Company’s intangible assets are comprised of broadcast licenses, certain other intangible assets and goodwill. Goodwill is equal to the difference between the purchase price and the value assigned to the tangible and intangible assets acquired and liabilities assumed in a business combination. Intangible assets and goodwill acquired in a business combination and determined to have an indefinite useful life, which include the Company’s broadcast licenses, are not amortized, but instead tested for impairment at least annually, or if a triggering event occurs. Intangible assets with definite useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
In determining that the Company’s broadcast licenses qualified as indefinite lived intangibles, management considered a variety of factors including the Federal Communications Commission’s (“FCC”) historical record of renewing broadcast licenses, the cost to the Company of renewing such licenses, the relative stability and predictability of the radio industry and the relatively low level of capital investment required to maintain the physical plant of a radio station. The Company's evaluation of the recoverability of its indefinite-lived assets, which include FCC licenses and goodwill, is based on certain judgments and estimates. Future events may impact these judgments and estimates. If events or changes in circumstances were to indicate that an asset’s carrying value is not recoverable, a write-down of the asset would be recorded through a charge to operations.
Investments
The Company follows Accounting Standards Codification (“ASC”) Topic 325-20,
Cost Method Investments
(“ASC 325-20”) to account for its ownership interest in noncontrolled entities. Under ASC 325-20, equity securities that do not have readily determinable fair values (i.e., non-marketable equity securities) and are not required to be accounted for under the equity method are typically carried at cost (i.e., cost method investments). Investments of this nature are initially recorded at cost. Income is recorded for dividends received that are distributed from net accumulated earnings of the noncontrolled entity subsequent to the date of investment. Dividends received in excess of earnings subsequent to the date of investment are considered a return of investment and are recorded as reductions in the cost of the investment. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred. During the year ended December 31, 2015, the Company recognized an impairment charge of
$19.4 million
related to the decline in the fair value of a cost-method investment. During the year ended December 31, 2014, the Company sold one of its cost method investments for
$13.0 million
, recognizing a gain on sale of
$3.2 million
, which is included in other income, net in the consolidated statement of operations. As of
December 31, 2016
and
2015
, there were no cost-method investments in the consolidated balance sheets.
Debt Issuance Costs
The costs related to the issuance of debt are capitalized and amortized to interest expense over the life of the related debt using the effective interest method. In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-03. The amendments in this ASU required that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of long-term debt, consistent with debt discounts or premiums. We adopted this standard retrospectively in the first quarter of 2016. The balance sheet as of December 31, 2015 was retrospectively adjusted, which resulted in reductions to other assets of
$22.4 million
and long-term debt of
$22.4 million
.
Derivative Financial Instruments
The Company recognizes all derivatives on the consolidated balance sheets at fair value. Fair value changes are recorded as income for any contracts not classified as qualifying hedging instruments.
Revenue Recognition
Revenue is derived primarily from the sale of commercial airtime to local and national advertisers. Revenue is recognized as commercials are broadcast. Revenues presented in the financial statements are reflected on a net basis, after the deduction of advertising agency fees by the advertising agencies, usually at a rate of
15.0%
, which is the industry standard.
In those instances in which we function as the principal in the transaction, the revenue and associated operating costs are presented on a gross basis. In those instances where we function as an agent or sales representative, our effective commission is presented as revenue with no corresponding operating expenses.
Advertising Costs
Advertising costs are expensed as incurred. For the years ended
December 31, 2016
,
2015
, and
2014
, the costs incurred were
$4.9 million
,
$3.9 million
and
$1.9 million
, respectively.
Local Marketing Agreements
F-9
In certain circumstances, the Company may enter into a local marketing agreement (“LMA”) or time brokerage agreement with an FCC licensee of a radio station. In a typical LMA, the licensee of the station makes available, for a fee, airtime on its station to a party, which supplies programming to be broadcast on that airtime, and collects revenues from advertising aired during such programming. Revenues earned and fees incurred pursuant to LMAs or time brokerage agreements are recognized at their gross amounts in the accompanying consolidated statements of operations.
As of
December 31, 2016
, the Company operated
five
radio stations under LMAs. At each of December 31,
2015
and
2014
, the Company operated
six
radio stations under LMAs. The stations operated under LMAs contributed
$23.2 million
,
$24.5 million
, and
$22.6 million
in
2016
,
2015
, and
2014
, respectively, to the consolidated net revenue of the Company.
Stock-based Compensation Expense
Stock-based compensation expense recognized under ASC Topic 718,
Compensation — Share-Based Payment
(“ASC 718”), for the years ended
December 31, 2016
,
2015
and
2014
, was
$2.9 million
,
$21.0 million
, and
$17.6 million
, respectively. Upon adopting ASC 718 for awards with service conditions, an election was made to recognize stock-based compensation expense on a straight-line basis over the requisite service period for the entire award. For stock options with service conditions only, the Company utilized the Black-Scholes option pricing model to estimate the fair value of options issued. For restricted stock awards with service conditions, the Company utilized the intrinsic value method. For restricted stock awards with performance conditions, the Company evaluated the probability of vesting of the awards in each reporting period and adjusted compensation cost based on this assessment. The fair value is based on the use of certain assumptions regarding a number of highly complex and subjective variables. If other assumptions are used, the results could differ.
Trade Transactions
The Company provided commercial airtime in exchange for goods and services used principally for promotional, sales, programming and other business activities. An asset and liability is recorded at the fair value of the goods or services received. Trade revenue is recorded and the liability is relieved when commercials are broadcast and trade expense is recorded and the asset relieved when goods or services are consumed. Trade valuation is based upon management’s estimate of the fair value of the products, supplies and services received. For the years ended
December 31, 2016
,
2015
, and
2014
, amounts reflected under trade transactions were: (1) trade revenues of
$37.7 million
,
$39.2 million
and
$34.9 million
, respectively; and (2) trade expenses of
$36.2 million
,
$40.4 million
and
$36.8 million
, respectively.
Income Taxes
The Company used the liability method of accounting for deferred income taxes. Deferred income taxes are recognized for all temporary differences between the tax and financial reporting bases of the Company’s assets and liabilities based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded for a net deferred tax asset balance when it is more likely than not that the benefits of the tax asset will not be realized. The Company continues to assess the need for its deferred tax asset valuation allowance in the jurisdictions in which it operates. Any adjustment to the deferred tax asset valuation allowance is recorded in the income statement of the period that the adjustment is determined to be required. See Note 13, “Income Taxes” for further discussion.
Earnings per Share
Basic income (loss) per share is computed on the basis of the weighted average number of common shares outstanding. The Company allocated undistributed net income (loss) from continuing operations between each class of common stock on an equal basis after any allocations for preferred stock dividends in accordance with the terms of the Company’s third amended and restated certificate of incorporation, as amended (the “Third Amended and Restated Charter”).
Non-vested restricted shares of Class A common stock and Company Warrants (defined below) are considered participating securities for purposes of calculating basic weighted average common shares outstanding in periods in which the Company recorded net income. Diluted earnings per share is computed in the same manner as basic earnings per share after assuming the issuance of common stock for all potentially dilutive equivalent shares, which included stock options and certain other outstanding warrants to purchase common stock. Antidilutive instruments are not considered in this calculation. Under the two-class method, net income is allocated to common stock and participating securities to the extent that each security may share in earnings, as if all of the earnings for the period had been distributed. Earnings are allocated to each participating security and common share equally, after deducting dividends declared or accreted on preferred stock.
Fair Values of Financial Instruments
F-10
The carrying values of cash equivalents, restricted cash, accounts receivables, accounts payable, trade payables and receivables and accrued expenses approximate fair value due to the short term to maturity of these instruments (See Note 7, "Fair Value Measurements").
Accounting for National Advertising Agency Contract
The Company has engaged Katz Media Group, Inc. (“Katz”) as its national advertising sales agent. The Company’s contract with Katz has several economic elements that principally reduce the overall expected commission rate below the stated base rate. The Company estimates the overall expected commission rate over the entire contract period and applies that rate to commissionable revenue throughout the contract period with the goal of estimating and recording a stable commission rate over the life of the contract.
The potential commission adjustments are estimated and combined in the consolidated balance sheets with the contractual termination liability. That liability is accreted to commission expense to effectuate the stable commission rate over the term of the Katz contract. Over the term of the contract with Katz, management updates its assessment of the effective commission expense attributable to national sales in an effort to record a consistent commission rate in each period.
The Company’s accounting for and calculation of commission expense to be realized over the life of the Katz contract requires management to make estimates and judgments that affect reported amounts of commission expense in each period. Actual results in any period may differ from management’s estimates.
Variable Interest Entities
The Company accounted for entities qualifying as variable interest entities (“VIEs”) in accordance with ASC Topic 810,
Consolidation
(“ASC 810”). VIEs are required to be consolidated by the primary beneficiary. The primary beneficiary is the entity that holds the majority of the beneficial interests in the VIE. A VIE is an entity for which the primary beneficiary’s interest in the entity can change with changes in factors other than the amount of investment in the entity. From time to time, the Company enters into LMAs in connection with pending acquisitions or dispositions of radio stations and the requirements of ASC 810 may apply, depending on the facts and circumstances related to each transaction.
Adoption of New Accounting Standards
ASU 2015-03.
In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-03. The amendments in this ASU require that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of long-term debt, consistent with debt discounts or premiums. We adopted this standard retrospectively in the first quarter of 2016. The balance sheet as of December 31, 2015 was retrospectively adjusted, which resulted in reductions to other assets of
$22.4 million
and long-term debt of
$22.4 million
.
ASU 2014-15.
In August 2014, the FASB issued ASU 2014-15. The amendments in this ASU provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. These amendments should standardize the timing and content of footnote disclosures. The Company adopted this ASU effective December 31, 2016. The adoption of this guidance did not have an impact on the consolidated financial statements.
Recent Accounting Standards Updates
ASU 2014-09 and related updates.
In May 2014, the FASB issued ASU 2014-09. The amended guidance under this ASU outlines a single comprehensive revenue model for entities to use in accounting for revenue arising from contracts with customers. The guidance supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the single comprehensive revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” In August 2015, the FASB issued ASU 2015-14, which delayed the effective date of ASU 2014-09 by one year. Transition to the new guidance may be done using either a full or modified retrospective method. ASU 2014-09, as amended, is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In March 2016, the FASB issued ASU 2016-08 which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10 which amends the revenue recognition guidance on accounting for licenses of intellectual property and identifying performance obligations as well as clarifies when a promised good or service is separately identifiable. In May 2016, the FASB issued ASU 2016-12 which provides clarifying guidance in certain narrow areas such as an assessment of collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition as well as adds some practical expedients. In
F-11
December 2016, the FASB issued ASU 2016-20 which provides technical corrections and improvements to Topic 606. The amendments in ASU 2014-09, ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 may be applied either retrospectively to each prior period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09, ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12 and 2016-20 at the date of initial application.
The new standard permits adoption either by using (i) a full retrospective approach for all periods presented in the period of adoption or (ii) a modified retrospective approach with the cumulative effect of initially applying the new standard recognized at the date of initial application and providing certain additional disclosures. The new standard is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted for annual reporting periods beginning after December 15, 2016. The Company does not plan to early adopt, and accordingly, will adopt the new standard effective January 1, 2018.
The Company is currently evaluating the adoption approach. The Company's final determination will depend on a number of factors, such as the significance of the impact of the new standard on our financial results, system readiness, and our ability to accumulate and analyze the information necessary to assess the impact on prior period financial statements and the Company's ability to maintain two sets of financials under current and new standards if we were to adopt the full retrospective approach. The Company is in the initial stages of our evaluation of the impact of the new standard on our accounting policies, processes, and system requirements. The Company has assigned internal resources to the evaluation to enable timely and accurate reporting under the new standard.
The Company continues to assess the potential impacts of the new standard, including the areas described above, and anticipate this standard could have a material impact on our consolidated financial statements, we do not know or cannot reasonably estimate quantitative information related to the impact of the new standard on our financial statements at this time.
ASU 2016-01.
In January 2016, the FASB issued ASU 2016-01. The amendments in this ASU enhance the reporting model for financial instruments including aspects of recognition, measurement, presentation and disclosure of financial instruments. The new guidance revises the accounting requirements related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. The update also changes certain disclosure requirements associated with the fair value of financial instruments. These changes will require an entity to measure, at fair value, investments in equity securities and other ownership interests in an entity - including investments in partnerships, unincorporated joint ventures and limited liability companies that do not result in consolidation and are not accounted for under the equity method - and recognize the changes in fair value within net income. This ASU will be effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. Early adoption is not permitted, except for certain amendments within the ASU. The Company is currently assessing the expected impact, if any, that this ASU will have on the consolidated financial statements.
ASU 2016-02.
In February 2016, the FASB issued ASU 2016-02. The amendments in this ASU provide guidance for accounting for leases. This update requires lessees to recognize, on the balance sheet, assets and liabilities for the rights and obligations created by leases of greater than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This ASU will be effective for fiscal years beginning after December 15, 2018, and interim periods thereafter. A modified retrospective transition method is required, with the option to elect a package of practical expedients. Early adoption is permitted. The Company is currently assessing the expected impact that this ASU will have on the consolidated financial statements.
ASU 2016-09.
In March 2016, the FASB issued ASU 2016-09. The amendments in this ASU provide guidance for employee share-based payment accounting. This update removes the requirement that reporting entities present tax benefits as excess cash flows from financing activities and cash flows from operating activities. As a result of this amendment, cash flows related to excess tax benefits will be classified only in operating activities. This ASU will be effective for fiscal years beginning after December 15, 2016, and interim periods thereafter. The Company does not expect that this ASU will have a material impact on the consolidated financial statements.
ASU 2016-15
. In August 2016, the FASB issued ASU 2016-15. The amendments in the ASU provide guidance for several new and/or revised disclosures pertaining to the classification of certain cash receipts and cash payments on the statement of cash flows, including contingent consideration payments made after a business acquisition. This ASU will be effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial condition, results of operation or disclosures.
ASU 2016-16
. In October 2016, the FASB issued ASU 2016-16. The amendments in the ASU provide guidance for the accounting for the income tax consequences of intra-entity transfers of assets other than inventory when the transfer occurs
F-12
between entities in different tax jurisdictions. This ASU will be effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial condition, results of operation or disclosures.
ASU 2016-18
. In November 2016, the FASB issued ASU 2016-18. The amendments in the ASU provide guidance for the accounting for the disclosure of restricted cash on the Statement of Cash Flows. This ASU will be effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial condition, results of operation or disclosures.
ASU 2017-01.
In January 2017, the FASB issued final guidance that revises the definition of a business. The definition of a business affects many areas of accounting (e.g., acquisitions, disposals, goodwill impairment, consolidation). According to feedback received by the FASB, application of the current guidance is commonly thought to be too complex and results in too many transactions qualifying as business combinations. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial condition, results of operation or disclosures.
ASU 2017-04.
In January 2017, the FASB issued guidance to simplify the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company intends to early adopt this ASU effective January 1, 2017. As this standard is prospective in nature, the impact to our financial statements by not performing Step 2 to measure the amount of any potential goodwill impairment will depend on various factors. However, the elimination of Step 2 will reduce the complexity and cost of subsequent measurements of goodwill.
2. Restricted Cash
As of both years,
December 31, 2016
and
2015
, the Company’s balance sheets included approximately
$8.0 million
in restricted cash of which
$6.5 million
and
$7.4 million
, respectively, relating to collateralizing standby letters of credit pertaining to certain leases and insurance policies. In addition,
$1.5 million
and
$0.6 million
, respectively, related to securing the maximum exposure generated by automated clearinghouse transactions in the Company's operating bank accounts and as dictated by the Company's banks' internal policies with respect to cash.
3. Property and Equipment
Property and equipment consisted of the following as of
December 31, 2016
and
2015
(dollars in thousands):
|
Estimated Useful Life
|
2016
|
2015
|
|||||||
|
Land
|
$
|
63,484
|
|
$
|
63,627
|
|
|||
|
Broadcasting and other equipment
|
3 to 30 years
|
234,760
|
|
229,989
|
|
||||
|
Computer and capitalized software costs
|
1 to 3 years
|
29,591
|
|
28,959
|
|
||||
|
Furniture and fixtures
|
5 years
|
14,899
|
|
14,183
|
|
||||
|
Leasehold improvements
|
5 years
|
40,242
|
|
36,242
|
|
||||
|
Buildings
|
9 to 20 years
|
46,351
|
|
45,988
|
|
||||
|
Construction in progress
|
14,036
|
|
2,043
|
|
|||||
|
443,363
|
|
421,031
|
|
||||||
|
Less: accumulated depreciation
|
(281,300
|
)
|
(251,594
|
)
|
|||||
|
$
|
162,063
|
|
$
|
169,437
|
|
||||
Depreciation expense for the years ended
December 31, 2016
,
2015
and
2014
was
$31.1 million
,
$33.0 million
and
$35.3 million
, respectively.
F-13
4. Intangible Assets and Goodwill
The following tables present goodwill balances and accumulated impairment losses on a segment and consolidated basis as of December 31, 2015 and
December 31, 2016
(dollars in thousands):
Radio Station Group
|
Goodwill:
|
|||
|
Balance as of December 31, 2015:
|
|||
|
Goodwill
|
$
|
1,278,526
|
|
|
Accumulated impairment losses
|
(710,386
|
)
|
|
|
Total
|
$
|
568,140
|
|
|
Balance as of December 31, 2016:
|
|||
|
Goodwill
|
1,278,526
|
|
|
|
Accumulated impairment losses
|
(1,278,526
|
)
|
|
|
Total
|
$
|
—
|
|
Westwood One
|
Goodwill:
|
|||
|
Balance as of December 31, 2015:
|
|||
|
Goodwill
|
$
|
304,280
|
|
|
Accumulated impairment losses
|
(169,066
|
)
|
|
|
Total
|
$
|
135,214
|
|
|
Balance as of December 31, 2016:
|
|||
|
Goodwill
|
304,280
|
|
|
|
Accumulated impairment losses
|
(169,066
|
)
|
|
|
Total
|
$
|
135,214
|
|
Consolidated
|
Goodwill:
|
|||
|
Balance as of December 31, 2015:
|
|||
|
Goodwill
|
$
|
1,582,806
|
|
|
Accumulated impairment losses
|
(879,452
|
)
|
|
|
Total
|
$
|
703,354
|
|
|
Balance as of December 31, 2016:
|
|||
|
Goodwill
|
1,582,806
|
|
|
|
Accumulated impairment losses
|
(1,447,592
|
)
|
|
|
Total
|
$
|
135,214
|
|
F-14
The following table presents the changes in intangible assets, other than goodwill, on a consolidated basis during the period December 31, 2015 to
December 31, 2016
, and balances as of such dates (dollars in thousands):
|
FCC Licenses
|
Definite-Lived
|
Total
|
|||||||||
|
Intangible Assets:
|
|||||||||||
|
Balance as of January 1, 2015
|
$
|
1,596,715
|
|
$
|
243,640
|
|
$
|
1,840,355
|
|
||
|
Impairment
|
(15,873
|
)
|
—
|
|
(15,873
|
)
|
|||||
|
Disposition
|
(2,776
|
)
|
—
|
|
(2,776
|
)
|
|||||
|
Amortization
|
—
|
|
(69,110
|
)
|
(69,110
|
)
|
|||||
|
Balance as of December 31, 2015
|
$
|
1,578,066
|
|
$
|
174,530
|
|
$
|
1,752,596
|
|
||
|
Balance as of January 1, 2016
|
$
|
1,578,066
|
|
$
|
174,530
|
|
$
|
1,752,596
|
|
||
|
Impairment
|
(35,000
|
)
|
(1,816
|
)
|
(36,816
|
)
|
|||||
|
Disposition
|
(2,883
|
)
|
—
|
|
(2,883
|
)
|
|||||
|
Amortization
|
—
|
|
(56,215
|
)
|
(56,215
|
)
|
|||||
|
Balance as of December 31, 2016
|
$
|
1,540,183
|
|
$
|
116,499
|
|
$
|
1,656,682
|
|
||
The Company's definite-lived intangible assets primarily consist of broadcast advertising and affiliate relationships. Total amortization expense related to the Company’s definite-lived intangible assets was
$56.2 million
,
$69.1 million
and
$80.0 million
for the years ended
December 31, 2016
,
2015
, and
2014
, respectively. As of
December 31, 2016
, estimated future amortization expense related to the Company's definite-lived intangible assets was as follows (dollars in thousands):
|
2017
|
$
|
33,505
|
|
|
2018
|
18,201
|
|
|
|
2019
|
17,257
|
|
|
|
2020
|
17,197
|
|
|
|
2021
|
17,114
|
|
|
|
Thereafter
|
13,225
|
|
|
|
Total other intangibles, net
|
$
|
116,499
|
|
The Company performs its annual impairment testing of FCC licenses and goodwill as of December 31 and on an interim basis if events or circumstances indicate that FCC licenses or goodwill may be impaired. The Company reviews the carrying value of its definite-lived intangible assets for recoverability prior to its annual impairment test of goodwill and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
Impairment Test - Definite-Lived Intangibles
The Company tested definite-lived intangible assets for recoverability by comparing the carrying value of an asset group to its undiscounted cash flows. As of December 31, 2016, the Company considered the lower than expected revenue and profitability levels as business indicators of impairment for its definite-lived intangible assets. Based on the results of the recoverability test, however, the Company determined that the future undiscounted cash flows expected to result from the continued use of the assets and their eventual disposition continued to exceed the carrying value of the applicable asset groups and were therefore recoverable. The Company did not recognize any impairment charges for its definite-lived intangible assets in 2016 as a result of this analysis.
During the second quarter of 2016, the Company recorded an impairment charge to its definite-lived intangible assets of
$1.8 million
at the Westwood One segment for all customer lists and trademark definite-lived intangible assets related to the print publication of NASH Country Weekly as the Company re-positioned the print publication to a digital only medium. There were no similar impairments in 2015.
F-15
Annual Impairment Test - Goodwill
As described in Note 1, "Description of Business, Basis of Presentation and Summary of Significant Accounting Policies" and Note 16 "Segment Data," during the first quarter of 2016 the Company modified its management reporting framework. This modification resulted in a reorganization of the Company's reportable segments and reporting units. Prior to this reorganization, the Company had
three
reporting units for purposes of goodwill allocation. The Company's top 50 Nielsen Audio rated markets and Westwood One comprised one reporting unit, the second reporting unit consisted of all of the Company's other radio markets while the third reporting unit, in which there was no goodwill, consisted of all non-radio lines of business. After the modification, all of the Company's radio markets comprise one reporting unit ("Reporting Unit 1" or the "Radio Station Group"), Westwood One comprises the second reporting unit ("Reporting Unit 2" or "Westwood One") and the third reporting unit, in which there is no goodwill, continues to consist of all of the Company's non-radio lines of business ("Reporting Unit 3"). As part of the reorganization, the Company's reporting units more closely align with its reportable segments. The Company allocated goodwill to the new reporting unit structure based upon a relative fair value approach. The Company determined that goodwill was not impaired before or immediately after the allocation.
For the Company's annual goodwill impairment test, we performed the Step 1 goodwill test (the “Step 1 test”) and compared the fair value of each reporting unit to the carrying value of its net assets as of December 31, 2016 as follows:
Step 1 Goodwill Test
In performing our annual impairment testing of goodwill, fair value was calculated using a discounted cash flow analysis, which is an income approach. The discounted cash flow analysis requires the projection of future cash flows and the discounting of these cash flows to their present value equivalent via a discount rate. We used a five-year projection period to derive operating cash flow projections. We made certain assumptions regarding future revenue growth based on industry market data and historical and expected performance. We then projected future operating expenses based primarily on historical financial performance in order to derive operating profits, which we combined with expected working capital additions and capital expenditures to determine operating cash flows. Our projections were based on then-current market and economic conditions and our historical knowledge of each of the relevant the reporting units.
During the 2016 year, based on interim financial performance, we determined that no indicators were present which would suggest the fair value of the reporting units may have declined below the carrying value. However, during the annual impairment test and as part of our 2017 budgeting process, we lowered our forecasted revenue and profitability levels for 2017 and future periods.
The material assumptions utilized in these analyses, for both reporting units that have goodwill, included overall future market revenue growth rates for the residual year of
1.1%
and a weighted average cost of capital of
9.3%
. The residual year growth rate is estimated based on a perpetual nominal growth rate, which is based on long-term industry projections obtained from third party sources. The weighted average cost of capital was determined based on (i) the cost of equity, which includes estimates of the risk-free return, stock risk premiums and industry beta; (ii) the cost of debt, which includes estimates for corporate borrowing rates and (iii) estimated average percentages of equity and debt in capital structures.
The table below presents the percentages by which the fair value was above the carrying value of the Company's reporting units under the Step 1 test as of
December 31, 2016
(dollars in thousands).
|
|
Reporting Unit 1
|
Reporting Unit 2
|
Reporting Unit 3
|
||||||
|
Goodwill balance
|
$
|
568,141
|
|
$
|
135,213
|
|
N/A **
|
||
|
Carrying value (including goodwill)
|
$
|
2,040,207
|
|
$
|
194,282
|
|
N/A **
|
||
|
Percentage fair value above carrying value
|
N/A*
|
|
63.8
|
%
|
N/A **
|
||||
|
* Reporting Unit 1 failed the Step 1 test
|
|||||||||
|
** Contains no goodwill
|
|||||||||
The Company's analysis determined that, based on its Step 1 goodwill test, the fair value of Reporting Unit 1 was below its carrying value at December 31, 2016, therefore a Step 2 test was performed. For Reporting Unit 2, no impairment
F-16
indicator existed in Step 1, therefore the Company determined that a Step 2 test was not required and goodwill was appropriately stated as of December 31, 2016.
Step 2 Goodwill Test
As required by the Step 2 test, the Company prepared an allocation of the fair value of Reporting Unit 1 which was identified in the Step 1 test as containing indications of impairment. The allocation of fair value in the Step 2 test showed that the fair value of the individual assets of Reporting Unit 1 was above the fair value of Reporting Unit 1 calculated in the Step 1 test. As a result, the Company recorded a non-cash impairment charge of
$568.1 million
, reducing the goodwill in Reporting Unit 1 to
$0.0 million
at December 31, 2016. During the year ended December 31, 2015, the Company recorded a non-cash impairment charge of
$549.7 million
as a result of an interim impairment test of goodwill.
If actual results or events underlying the material assumptions are less favorable than those projected by us or if a triggering event occurs or circumstances change that would more likely than not reduce the fair value of our goodwill below the amounts reflected in the balance sheet, we may be required to recognize impairment charges in future periods.
Annual Impairment Test - FCC Licenses
As part of its annual impairment testing of indefinite-lived intangibles, in addition to testing goodwill for impairment, the Company also tests its FCC licenses for impairment during the fourth quarter of each year and on an interim basis if events or circumstances indicate that the asset may be impaired. As part of the overall planning associated with the test, the Company determined that its geographic markets are the appropriate unit of accounting for FCC license impairment testing and therefore the Company has combined its FCC licenses within each geographic market cluster into a single unit of accounting for impairment testing purposes.
For the impairment test, we utilized the income approach, specifically the Greenfield Method. This approach values a license by calculating the value of a hypothetical start-up company that initially has no assets except the asset to be valued (the license). The value of the asset under consideration (the license) can be considered as equal to the value of this hypothetical start-up company. In completing the appraisals, we conducted a thorough review of all aspects of the assets being valued.
The estimated fair values of our FCC licenses represent the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the Company and willing market participants at the measurement date. The estimated fair value also assumes the highest and best use of the asset by market participants, considering a use of the asset that is physically possible, legally permissible and financially feasible.
A basic assumption in our valuation of these FCC licenses was that these radio stations were new radio stations, signing on the air as of the date of the valuation. We assumed the competitive situation that existed in those markets as of that date, except that these stations were just beginning operations.
In estimating the value of the licenses, we began with market revenue projections. Next, we estimated the percentage of the market’s total revenue, or market share, that market participants could reasonably expect an average start-up station to attain, as well as the duration (in years) required to reach the average market share. The estimated average market share was computed based on market share data, by type (i.e., AM and FM).
After market revenue and market shares have been estimated, operating expenses, including depreciation based on assumed investments in fixed assets and future capital expenditures of a start-up station or operation are similarly estimated based on industry-average cost data. Appropriate estimated income taxes are then subtracted, estimated depreciation added back, estimated capital expenditures subtracted, and estimated working capital adjustments are made to calculate estimated free cash flow during the build-up period until a steady state or mature “normalized” operation is achieved.
The analysis included overall future market revenue growth rates for the residual year of
1.1%
and a weighted average cost of capital of
9.3%
. The residual year growth rate is estimated based on a perpetual nominal growth rate, which is based on long-term industry projections obtained from third party sources. The weighted average cost of capital was based on (i) the cost of equity, which includes estimates of the risk-free return, stock risk premiums and industry beta; (ii) the cost of debt, which includes estimates for corporate borrowing rates; and (iii) estimated average percentages of equity and debt in other radio broadcasters capital structures.
In order to estimate what listening audience share could be expected to be achieved for each station by market, we analyzed the average local commercial share garnered by similar AM and FM stations competing in those radio markets. We may make adjustments to the listening share and revenue share based on a station's signal coverage within the market and the
F-17
surrounding area population as compared to the other stations in the market. Based on our knowledge of the industry and familiarity with similar markets, we determined that approximately three years would be required for the stations to reach maturity. We also incorporated the following additional assumptions into the discounted cash flow valuation model:
|
•
|
projected operating revenues and expenses over a
five
-year period;
|
|
•
|
the estimation of initial and on-going capital expenditures (based on market size);
|
|
•
|
depreciation on initial and on-going capital expenditures (we calculated depreciation using accelerated double declining balance guidelines over five years for the value of the tangible assets necessary for a radio station to go on the air);
|
|
•
|
the estimation of working capital requirements (based on working capital requirements for comparable companies); and
|
|
•
|
amortization of the intangible asset — the FCC license.
|
As a result of the impairment test of our FCC licenses, conducted as of
December 31, 2016
, we recorded a non-cash impairment charge of
$35.0 million
.
5. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following as of
December 31, 2016
and
2015
(dollars in thousands):
|
December 31, 2016
|
December 31, 2015
|
||||||
|
Accrued employee costs
|
$
|
30,887
|
|
$
|
22,169
|
|
|
|
Accrued third party content costs
|
29,285
|
|
36,166
|
|
|||
|
Accounts payable
|
12,739
|
|
11,492
|
|
|||
|
Accrued other
|
14,494
|
|
23,998
|
|
|||
|
Accrued interest
|
8,334
|
|
8,106
|
|
|||
|
Accrued retention and severance costs
|
502
|
|
10,465
|
|
|||
|
Advance deposit received
|
—
|
|
6,000
|
|
|||
|
Total accounts payable and accrued expenses
|
$
|
96,241
|
|
$
|
118,396
|
|
|
The Company’s long-term debt consisted of the following at
December 31, 2016
and
2015
(dollars in thousands):
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
Term Loan
|
$
|
1,810,266
|
|
|
$
|
1,838,940
|
|
|
Less: unamortized term loan discount and debt issuance costs
|
(29,909
|
)
|
|
(37,524
|
)
|
||
|
Total term loan
|
1,780,357
|
|
|
1,801,416
|
|
||
|
7.75% Senior Notes
|
610,000
|
|
|
610,000
|
|
||
|
Less: unamortized debt issuance costs
|
(6,200
|
)
|
(8,515
|
)
|
|||
|
Total 7.75% Senior Notes
|
603,800
|
|
601,485
|
|
|||
|
Less: Current portion of long-term debt
|
—
|
|
|
—
|
|
||
|
Long-term debt, net
|
$
|
2,384,157
|
|
|
$
|
2,402,901
|
|
F-18
A summary of the future maturities of long-term debt follows, exclusive of the discount and issuance costs of debt (dollars in thousands):
|
2017
|
$
|
—
|
|
|
2018
|
—
|
|
|
|
2019
|
610,000
|
|
|
|
2020
|
1,810,266
|
|
|
|
2021
|
—
|
|
|
|
Thereafter
|
—
|
|
|
|
$
|
2,420,266
|
|
|
Amended and Restated Credit Agreement
On December 23, 2013, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”), among the Company, Cumulus Media Holdings Inc., a direct wholly-owned subsidiary of the Company (“Cumulus Holdings”), as borrower, and certain lenders and agents. The Credit Agreement consists of a
$2.025 billion
term loan (the “Term Loan”) maturing in December 2020 and a
$200.0 million
revolving credit facility (the “Revolving Credit Facility”) maturing in December 2018. Under the Revolving Credit Facility, up to
$30.0 million
of availability may be drawn in the form of letters of credit.
Notwithstanding the stated maturity date of the Term Loan, if
91
days prior to the stated maturity date of the
7.75%
Senior Notes (the "Springing Maturity Date") the aggregate principal amount of
7.75%
Senior Notes outstanding exceeds
$200.0 million
, the Term Loan maturity date shall be accelerated to the Springing Maturity Date. Term Loan borrowings and borrowings under the Revolving Credit Facility bear interest, at the option of Cumulus Holdings, based on the Base Rate (as defined below) or the London Interbank Offered Rate (“LIBOR”), plus
3.25%
on LIBOR-based borrowings and
2.25%
on Base Rate-based borrowings. LIBOR-based borrowings are subject to a LIBOR floor of
1.0%
under the Term Loan. Base Rate-based borrowings are subject to a Base Rate floor of
2.0%
under the Term Loan. Base Rate is defined, for any day, as the rate per annum equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of
1.0%
, (ii) the prime commercial lending rate of JPMorgan Chase Bank, N.A., as established from time to time, and (iii) 30 day LIBOR plus
1.0%
. Amounts outstanding under the Term Loan amortize at a rate of
1.0%
per annum of the original principal amount of the Term Loan, payable quarterly, with the balance payable on the maturity date. The Company's
7.75%
Senior Notes (defined below) mature on May 1, 2019.
At
December 31, 2016
, the Term Loan bore interest at
4.25%
per annum.
The representations, covenants and events of default in the Credit Agreement are customary for financing transactions of this nature. Events of default in the Credit Agreement include, among others: (a) the failure to pay when due the obligations owing thereunder; (b) the failure to comply with (and not timely remedy, if applicable) certain covenants; (c) certain defaults and accelerations under other indebtedness; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against the Company or any of its restricted subsidiaries; (f) the loss, revocation or suspension of, or any material impairment in the ability to use one or more of, any material FCC licenses; (g) any representation or warranty made, or report, certificate or financial statement delivered to the lenders subsequently proven to have been incorrect in any material respect; and (h) the occurrence of a Change in Control (as defined in the Credit Agreement). Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the Credit Agreement and the ancillary loan documents as a secured party.
In the event amounts are outstanding under the Revolving Credit Facility or any letters of credit are outstanding that have not been collateralized by cash as of the end of each quarter, the Credit Agreement requires compliance with a consolidated first lien leverage ratio covenant. The required ratio at
December 31, 2016
and
2015
was
5.0
0 to 1 and
5.50
to 1, respectively. The ratio periodically decreases until it reaches to
4.0
to 1 on March 31, 2018. As the Company currently has no borrowings outstanding under the Revolving Credit Facility, the Company is not required to comply with this ratio. However, as of
December 31, 2016
, the Company's actual leverage ratio was in excess of that ratio.
Certain mandatory prepayments on the Term Loan are required upon the occurrence of specified events, including upon the incurrence of certain additional indebtedness, upon the sale of certain assets and upon the occurrence of certain condemnation or casualty events, and from excess cash flow.
F-19
The Company’s, Cumulus Holdings’ and their respective restricted subsidiaries’ obligations under the Credit Agreement are collateralized by a first priority lien on substantially all of the Company’s, Cumulus Holdings’ and their respective restricted subsidiaries’ assets (excluding the Company’s accounts receivable collateralizing the Company's revolving accounts receivable securitization facility (the “Securitization Facility”) with Wells Fargo Capital Finance ("Wells Fargo") as described below) in which a security interest may lawfully be granted, including, without limitation, intellectual property and substantially all of the capital stock of the Company’s direct and indirect domestic wholly-owned subsidiaries and
66%
of the capital stock of any future first-tier foreign subsidiaries. In addition, Cumulus Holdings’ obligations under the Credit Agreement are guaranteed by the Company and substantially all of its restricted subsidiaries, other than Cumulus Holdings.
In December 2016, we completed a discounted prepayment of
$28.7 million
of face value of the Term Loan for
$20.0 million
, a discount to par value of
30%
. The terms of the Credit Agreement remained unchanged. As a result of the
prepayment, we recognized a gain, net of transaction costs, of
$8.5 million
for the year ended December 31, 2016.
At
December 31, 2016
, after giving effect to the prepayment, the Company had
$1.810 billion
outstanding under the Term Loan and
no
amounts outstanding under the Revolving Credit Facility.
7.75% Senior Notes
On May 13, 2011, the Company issued
$610.0 million
aggregate principal amount of
7.75%
Senior Notes due 2019 (the “
7.75%
Senior Notes”). Proceeds from the sale of the
7.75%
Senior Notes were used to, among other things, repay the
$575.8 million
outstanding under the term loan facility under the Company's prior credit agreement.
On September 16, 2011, the Company and Cumulus Holdings entered into a supplemental indenture with the trustee under the indenture governing the
7.75%
Senior Notes which provided for, among other things, the (i) assumption by Cumulus Holdings of all obligations of the Company; (ii) substitution of Cumulus Holdings for the Company as issuer; (iii) release of the Company from all obligations as original issuer; and (iv) Company’s guarantee of all of Cumulus Holdings’ obligations, in each case under the indenture and the
7.75%
Senior Notes.
Interest on the
7.75%
Senior Notes is payable on May 1 and November 1 of each year. The
7.75%
Senior Notes mature on May 1, 2019.
Cumulus Holdings, as issuer of the
7.75%
Senior Notes, may redeem all or part of the
7.75%
Senior Notes at any time at a price equal to
100%
of the principal amount, plus a “make-whole” premium. If Cumulus Holdings sells certain assets or experiences specific kinds of changes in control, it will be required to make an offer to purchase the
7.75%
Senior Notes.
The indenture governing the
7.75%
Senior Notes contains representations, covenants and events of default customary for financing transactions of this nature. At
December 31, 2016
, the Company was in compliance with all required covenants under the indenture governing the
7.75%
Senior Notes.
In connection with the substitution of Cumulus Holdings as the issuer of the
7.75%
Senior Notes, the Company also guaranteed the
7.75%
Senior Notes. In addition, each existing and future domestic restricted subsidiary that guarantees the Company’s indebtedness, Cumulus Holdings’ indebtedness or indebtedness of the Company’s subsidiary guarantors (other than the Company’s subsidiaries that hold the licenses for the Company’s radio stations) guarantees, and will guarantee, the
7.75%
Senior Notes. The
7.75%
Senior Notes are senior unsecured obligations of Cumulus Holdings and rank equally in right of payment to all existing and future senior unsecured debt of Cumulus Holdings and senior in right of payment to all future subordinated debt of Cumulus Holdings. The
7.75%
Senior Notes guarantees are the Company’s and the other guarantors’ senior unsecured obligations and rank equally in right of payment to all of the Company’s and the other guarantors’ existing and future senior debt and senior in right of payment to all of the Company’s and the other guarantors’ future subordinated debt. The
7.75%
Senior Notes and the guarantees are effectively subordinated to any of Cumulus Holdings’, the Company’s or the guarantors’ existing and future secured debt to the extent of the value of the assets securing such debt. In addition, the
7.75%
Senior Notes and the guarantees are structurally subordinated to all indebtedness and other liabilities, including preferred stock, of the Company’s non-guarantor subsidiaries, including all of the liabilities of the Company’s and the guarantors’ foreign subsidiaries and the Company’s subsidiaries that hold the licenses for the Company’s radio stations.
Accounts Receivable Securitization Facility
On December 6, 2013, the Company entered into a
5
-year,
$50.0 million
Securitization Facility with Wells Fargo (as successor to General Electric Capital Corporation), as a lender, as swingline lender and as administrative agent (together with any other lenders party thereto from time to time, the “Lenders”).
F-20
In connection with the entry into the Securitization Facility, pursuant to a Receivables Sale and Servicing Agreement, dated as of December 6, 2013 (the “Sale Agreement”), certain subsidiaries of the Company (collectively, the “Originators”) sell and/or contribute their existing and future accounts receivable (representing all of the Company’s accounts receivable) to a special purpose entity and wholly owned subsidiary of the Company (the “SPV”). The SPV may thereafter make borrowings from the Lenders, which borrowings will be secured by those receivables, pursuant to an Amended and Restated Receivables Funding and Administration Agreement, dated as of March 15, 2017 (the “Funding Agreement”). Cumulus Holdings services the accounts receivable on behalf of the SPV.
Advances available under the Funding Agreement at any time are based on advance rates relating to the value of the eligible receivables held by the SPV at that time. The Securitization Facility matures on December 6, 2018, subject to earlier termination at the election of the SPV. Advances bear interest based on either LIBOR plus
2.50%
or the Index Rate (as defined in the Funding Agreement) plus
1.00%
. The SPV is also required to pay a monthly fee based on any unused portion of the Securitization Facility. The Securitization Facility contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type.
At
December 31, 2016
and
2015
, there were
no
amounts outstanding under the Securitization Facility.
Amortization of Debt Discount and Debt Issuance Costs
For each of the years ended
December 31, 2016
and
2015
, the Company recorded an aggregate of
$10.0 million
and
$9.5 million
, respectively, of amortization of debt discount and debt issuance costs related to its Term Loan and
7.75%
Senior Notes.
7. Fair Value Measurements
The three levels of the fair value hierarchy to be applied when determining fair value of financial instruments are described below:
Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access;
Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities; and
Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The reconciliation below contains the components of the change in fair value associated with the equity interest in Pulser Media Inc. ("Pulser") for the year ended
December 31, 2015
(dollars in thousands):
|
Description
|
Equity Interest in Pulser
|
||
|
Fair value balance at January 1, 2015
|
$
|
17,339
|
|
|
Add: Additions to equity interest in Pulser
|
2,025
|
|
|
|
Less: Impairment charge
|
(19,364
|
)
|
|
|
Fair value balance at December 31, 2015
|
$
|
—
|
|
The following table shows the gross amount and fair value of the Company’s Term Loan and
7.75%
Senior Notes (dollars in thousands):
|
December 31, 2016
|
December 31, 2015
|
||||||
|
Term Loan:
|
|||||||
|
Carrying value
|
$
|
1,810,266
|
|
$
|
1,838,940
|
|
|
|
Fair value — Level 2
|
1,226,455
|
|
1,360,816
|
|
|||
|
7.75% Senior Notes:
|
|
||||||
|
Carrying value
|
$
|
610,000
|
|
$
|
610,000
|
|
|
|
Fair value — Level 2
|
249,673
|
|
204,350
|
|
|||
F-21
As of
December 31, 2016
, the Company used the closing trading prices as of the balance sheet date of
67.8%
to calculate the fair value of the Term Loan, and
40.9%
to calculate the fair value of the
7.75%
Senior Notes.
As of
December 31, 2015
, the Company used the closing trading prices as of the balance sheet date of
74.0%
to calculate the fair value of the Term Loan, and
33.5%
to calculate the fair value of the
7.75%
Senior Notes.
During the year ended
December 31, 2016
, the Company recorded impairment charges related to goodwill and FCC licenses of
$568.1 million
and
$35.0 million
, respectively. During the year ended
December 31, 2015
, the Company recorded impairment charges related to goodwill and FCC licenses of
$549.7 million
and
$15.9 million
, respectively. The fair value of goodwill and FCC licenses were measured using a discounted cash flow analysis and the Greenfield Method, respectively, both of which are Level 3 measurements.
8. Stockholders’ Equity
For information on the Company's October 12, 2016, Reverse Stock Split and the resulting adjustments to authorized, issued and outstanding common stock, warrants and options, see Note 1, "Description of Business, Basis of Presentation and Summary of Significant Accounting Policies: Reverse Stock Split."
The Company is authorized to issue an aggregate of
268,830,609
shares of stock divided into
four
classes consisting of:
(i)
93,750,000
shares designated as Class A common stock;
(ii)
75,000,000
shares designated as Class B common stock;
(iii)
80,609
shares designated as Class C common stock, and
(iv)
100,000,000
shares of preferred stock, each with a par value of
$0.01
per share.
Common Stock
Except with regard to voting and conversion rights, shares of Class A, Class B and Class C common stock are identical in all respects. The preferences, qualifications, limitations, restrictions, and the special or relative rights in respect of the common stock and the various classes of common stock are as follows:
|
•
|
Voting Rights.
The holders of shares of Class A common stock are entitled to
one
vote per share on any matter submitted to a vote of the stockholders of the Company, and the holders of shares of Class C common stock are entitled to
ten
votes for each share of Class C common stock held. Generally, the holders of shares of Class B common stock are not entitled to vote on any matter. However, holders of Class B common stock and Class C common stock are entitled to a separate class vote on any amendment or modification of any specific rights or obligations of the holders of Class B common stock or Class C common stock, respectively, that does not similarly affect the rights or obligations of the holders of Class A common stock. The holders of Class A common stock and of Class C common stock vote together, as a single class, on all matters submitted to a vote of the stockholders of the Company.
|
|
•
|
Conversion.
Each holder of Class B common stock and Class C common stock is entitled to convert at any time all or any part of such holder’s shares into an equal number of shares of Class A common stock; provided, however, that to the extent that such conversion would result in the holder holding more than
4.99%
of the shares of Class A common stock immediately following such conversion, the holder shall first deliver to the Company an ownership certification to enable the Company (a) to determine that such holder does not have an attributable interest in another entity that would cause the Company to violate applicable FCC rules and regulations and (b) to obtain any necessary approvals from the FCC or the Department of Justice. During the year ended December 31, 2014, all of the approximately
1.9 million
shares of outstanding Class B common stock were converted into shares of Class A common stock. There were no shares of Class B common stock issued or outstanding as of December 31, 2016 and 2015.
|
The holders of all classes of common stock are entitled to share ratably in any dividends that may be declared by the board of directors of the Company, to date, no dividends have been declared by the board of directors.
2009 Warrants
In June 2009, in connection with the execution of an amendment to the Company's then-existing credit agreement, the Company issued warrants to the lenders thereunder that allow them to acquire up to
156,250
shares of Class A common stock at an exercise price of
$1.17
per share (the “2009 Warrants”). The 2009 Warrants expire on June 29, 2019. The number of shares of Class A common stock issuable upon exercise of the 2009 Warrants is subject to adjustment in certain circumstances, including upon the payment of a dividend in shares of Class A common stock. None of the 2009 warrants were converted during the year ended
December 31, 2016
, and as of December 31, 2016,
40,057
of the 2009 Warrants remained outstanding.
Equity Held in Reserve
Pursuant to the agreement governing the Company's acquisition of Citadel Broadcasting Company ("Citadel") on September 16, 2011 (the "Citadel Merger"), warrants to purchase
300,000
shares of the Company’s common stock were reserved for potential future issuance in connection with the settlement of certain remaining allowed, disputed or not reconciled claims related to Citadel's bankruptcy. As part of the June 2014 completion of proceedings related to Citadel's bankruptcy, the
300,000
shares were issued from treasury stock for
$25.0 million
. The equity held in reserve was included in additional paid-in-capital on the accompanying consolidated statement of stockholders' equity at
December 31, 2014
.
F-22
Company Warrants
As a component of the Citadel Merger and the related financing transactions, the Company issued warrants to purchase an aggregate of
9.0 million
shares of Class A common stock (the "Company Warrants") under a warrant agreement dated September 16, 2011 (the "Warrant Agreement"). The Company Warrants are exercisable at any time prior to June 3, 2030, at an exercise price of
$0.01
per share with each Company Warrant providing the right to purchase one share. The number of shares for which the Company Warrants are exercisable is not subject to any anti-dilution protection, other than standard adjustments in the case of stock splits, dividends and certain other similar events. Pursuant to the terms and conditions of the Warrant Agreement, upon the request of a holder, the Company has the discretion to issue, upon exercise of the Company Warrants, shares of Class B common stock in lieu of an equal number of shares of Class A common stock and, upon request of a holder and at the Company’s discretion, the Company has the right to exchange such warrants to purchase an equivalent number of shares of Class B common stock for outstanding warrants to purchase shares of Class A common stock.
Conversion of the Company Warrants is subject to compliance with applicable FCC regulations, and the Company Warrants are exercisable provided that ownership of the Company’s securities by the holder does not cause the Company to violate applicable FCC rules and regulations relating to foreign ownership of broadcasting licenses.
Holders of Company Warrants are entitled to participate ratably in any distributions on the Company’s common stock on an as-exercised basis. No distribution will be made to holders of Company Warrants or common stock if (i) an FCC ruling, regulation or policy prohibits such distribution to holders of Company Warrants or (ii) the Company’s FCC counsel opines that such distribution is reasonably likely to cause (a) the Company to violate any applicable FCC rules or regulations or (b) any holder of Company Warrants to be deemed to hold an attributable interest in the Company.
Company Warrants to purchase
43,192
shares of Class A common stock were exercised during the year ended
December 31, 2016
. As of
December 31, 2016
,
31,955
Company Warrants remained outstanding.
Crestview Warrants
Also on September 16, 2011, but pursuant to a separate warrant agreement, the Company issued warrants to purchase
1.0 million
shares of Class A common stock with an exercise price, as adjusted to date, of
$34.56
per share (the "Crestview Warrants"). The Crestview Warrants are exercisable until September 16, 2021, and the per share exercise price is subject to standard weighted average adjustments in the event that the Company issues additional shares of common stock or common stock derivatives for less than the fair market value per share, as defined in the Crestview Warrants, as of the date of such issuance. In addition, the number of shares of Class A common stock issuable upon exercise of the Crestview Warrants, and the exercise price of the Crestview Warrants, are subject to adjustment in the case of stock splits, dividends and certain other similar events. As of
December 31, 2016
, all
1.0 million
Crestview Warrants remained outstanding.
9. Stock-Based Compensation Expense
The Company used the Black-Scholes option pricing model to estimate the fair value on the date of grant of stock options issued. The determination of the fair value of stock options is affected by the Company’s stock price, historical stock price volatility over the expected term of the awards, risk-free interest rates and expected dividends. With respect to restricted stock awards, the Company recognized compensation expense over the vesting period equal to the grant date fair value of the shares awarded. To the extent non-vested restricted stock awards include performance or market vesting conditions, management uses the requisite service period to recognize the cost associated with the award. There were no changes to the Black-Scholes calculations or assumptions during the year.
Generally, the Company’s grants of stock options vest over
four
years and have a maximum contractual term of
ten
years. The Company estimated the volatility of its common stock by using a weighted average of historical stock price volatility over the expected term of the options. The Company based the risk-free interest rate that it used in its option pricing model on United States Treasury issues with terms similar to the expected term of the options. The Company does not anticipate paying any cash dividends on the class of stock subject to granted stock options in the foreseeable future and therefore used an expected dividend yield of zero in the option pricing model. The Company is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from estimates. Stock-based compensation expense is recorded only for those awards that are expected to vest. All stock-based payment awards are amortized on a straight-line basis over the requisite service periods of the awards.
On May 22, 2014, the Company granted
11,664
shares of time-vesting restricted Class A common stock, with an aggregate grant date fair value of
$0.6 million
, to the non-employee directors of the Company with a cliff vesting term of
one
year.
F-23
On May 14, 2015, the Company granted
30,365
shares of time-vesting restricted Class A common stock, with an aggregate grant date fair value of
$0.6 million
, to the non-employee directors of the Company with a cliff vesting term of
one
year.
During
2015
, the Company granted
0.6 million
stock options with an aggregate grant date fair value of
$2.2 million
. The options range in exercise price from
$3.84
to
$34.72
per share, and provide for vesting on each of the first
four
anniversaries of the date of grant, with
30%
of each award vesting on each of the first
two
anniversaries thereof, and
20%
of each award vesting on each of the next
two
anniversaries thereof.
During
2016
, the Company granted
0.4 million
stock options with an aggregate grant date fair value of
$0.6 million
. The options range in exercise price from
$1.34
to
$24.00
per share, and provide for vesting on each of the first
four
anniversaries of the date of grant, with
30%
of each award vesting on each of the first
two
anniversaries thereof, and
20%
of each award vesting on each of the next
two
anniversaries thereof.
The total fair value of restricted stock awards that vested during the years ended
December 31, 2016
and
2015
was
$0.03 million
and
$0.6 million
, respectively.
In connection with the September 2015 announced departures from the Company of its then-President and CEO and Executive Vice President of Content and Programming, the Company recorded accelerated stock compensation costs of
$8.7 million
for the year ended December 31, 2015. These costs are included in corporate expenses and additional paid-in capital in the accompanying consolidated financial statements.
For the years ended
December 31, 2016
,
2015
and
2014
, the Company recognized approximately
$2.9 million
,
$21.0 million
and
$17.6 million
in non-cash stock-based compensation expense, respectively, related to equity awards. The associated tax benefits related to these non-cash stock-based compensation awards for the years ended
December 31, 2016
,
2015
and
2014
were
$0.2 million
,
$8.4 million
and
$7.1 million
, respectively.
As of
December 31, 2016
, unrecognized stock-based compensation expense of approximately
$2.8 million
related to equity awards is expected to be recognized over a weighted average remaining life of
1.40
years. Unrecognized stock-based compensation expense for equity awards will continue to be adjusted for future changes in estimated forfeitures.
As of
December 31, 2016
, the total number of shares of common stock that remain authorized, reserved and available for issuance under any of the Company’s equity incentive plans was approximately
30,000
, not including shares underlying outstanding awards. The Company is only authorized to make additional award grants under the 2011 Equity Incentive Plan.
There were
no
stock options exercised during the years ended
December 31, 2016
or
December 31, 2015
.
The following tables summarize the Company’s equity award activity for the year ended
December 31, 2016
:
|
Options
|
Weighted-
Average Exercise
Price
|
Weighted-
Average
Remaining
Contractual Term
(in years)
|
Aggregate
Intrinsic Value
(in thousands)
|
|||||||||
|
Options to Purchase Class A Common Stock
|
||||||||||||
|
Outstanding at January 1, 2016
|
3,216,193
|
|
$
|
34.88
|
|
|||||||
|
Granted
|
389,938
|
|
5.96
|
|
||||||||
|
Exercised
|
—
|
|
—
|
|
||||||||
|
Forfeited/Canceled
|
(41,523
|
)
|
42.85
|
|
||||||||
|
Expired
|
(92,153
|
)
|
37.61
|
|
||||||||
|
Outstanding at December 31, 2016
|
3,472,455
|
|
$
|
31.46
|
|
6.36
|
$
|
392
|
|
|||
|
Vested or expected to vest at December 31, 2016
|
3,472,455
|
|
$
|
31.46
|
|
6.36
|
$
|
18,081
|
|
|||
|
Exercisable at December 31, 2016
|
2,620,358
|
|
$
|
36.94
|
|
5.55
|
$
|
668
|
|
|||
F-24
|
Number of
Restricted
Stock
Awards
(in thousands)
|
Weighted-
Average
Grant Date
Fair Value
(in thousands)
|
|||||
|
Restricted Common Stock Awards
|
||||||
|
Outstanding at January 1, 2016
|
30,365
|
|
$
|
19.76
|
|
|
|
Granted
|
—
|
|
—
|
|
||
|
Vested
|
(30,365
|
)
|
19.76
|
|
||
|
Forfeited
|
—
|
|
—
|
|
||
|
Outstanding awards at December 31, 2016
|
—
|
|
$
|
—
|
|
|
2011 Equity Incentive Plan
The Board adopted the 2011 Equity Incentive Plan on July 8, 2011. Also, on July 8, 2011, stockholders holding a majority of the outstanding voting power of the Company, upon the recommendation of the Board, approved the 2011 Equity Incentive Plan.
The 2011 Equity Incentive Plan authorizes the grant of equity-based compensation in the form of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance shares, performance units, and other awards for the purpose of providing Cumulus Media’s non-employee directors, consultants, officers and other employees incentives and rewards that are aligned with the economic interests of the Company's shareholders.
The 2011 Equity Incentive Plan is administered by the Compensation Committee. The Compensation Committee may delegate its authority under the 2011 Equity Incentive Plan.
Total awards under the 2011 Equity Incentive Plan are limited to
4,375,000
shares (the “Authorized Plan Aggregate”) of Class A common stock. The 2011 Equity Incentive Plan also provides that: (i) the aggregate number of shares of Class A common stock actually issued or transferred upon the exercise of incentive stock options (“ISOs”) will not exceed
2,187,500
shares; (ii) the number of shares of Class A common stock issued as restricted stock, RSUs, performance shares, performance units and other awards (after taking into account any forfeitures and cancellations) will not, during the term of the 2011 Equity Incentive Plan, in the aggregate exceed
1,500,000
shares of Class A common stock; (iii) no participant will be granted stock options or SARs, in the aggregate, for more than
1,437,500
shares of Class A common stock during any calendar year; (iv) no participant will be granted awards of restricted stock, RSUs, performance shares or other awards that are intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), in the aggregate, for more than
375,000
shares of Class A common stock during any calendar year; and (v) no participant during any calendar year will be granted awards of performance units that are intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code, in the aggregate, for more than a maximum value of
$5,000,000
as of their respective dates of grant.
The 2011 Equity Incentive Plan provides that only shares with respect to awards that expire or are forfeited or canceled, or shares that were covered by an award the benefit of which is paid in cash instead of shares, will again be available for issuance under the 2011 Equity Incentive Plan. The following shares are not added back to the Authorized Plan Aggregate: (i) shares tendered in payment of a stock option exercise price; (ii) shares withheld by the Company to satisfy tax withholding obligations; and (iii) shares repurchased by the Company with stock option proceeds. Further, all shares covered by a SAR that is exercised and settled in shares, and whether or not all shares are actually issued to the participant upon exercise of the right, will be considered issued or transferred pursuant to the 2011 Equity Incentive Plan.
The 2011 Equity Incentive Plan provides that generally: (i) stock options and SARs may not become exercisable by the passage of time sooner than one-third per year over
three
years except in the event of retirement, death or disability of a participant or in the event of a change in control (described below); (ii) stock options and SARs that become exercisable upon the achievement of Management Objectives (as defined below) cannot become exercisable sooner than
one
year from the date of grant except in the event of retirement, death or disability of a participant or in the event of a change in control; (iii) restricted stock and RSUs may not become unrestricted by the passage of time sooner than one-third per year over
three
years unless restrictions lapse sooner by virtue of retirement, death or disability of a participant or in the event of a change in control; (iv) the period of time within which Management Objectives relating to performance shares and performance units must be achieved will be a minimum of
one
year, subject to earlier lapse or modification by virtue of retirement, death or disability of a participant or in the event of a change in control; (v) restricted stock and RSUs that vest upon the achievement of
F-25
Management Objectives cannot vest sooner than one year from the date of grant, but may be subject to earlier lapse or modification by virtue of retirement, death or disability of a participant or in the event of a change in control; and, (vi) as described below, a limited number of awards, however, including restricted stock and RSUs granted to non-employee directors, may be granted without regard to the above minimum vesting periods. Repricing of options and SARs is prohibited without stockholder approval under the 2011 Equity Incentive Plan.
In general, a change in control will be deemed to have occurred if: (i) there is a consummation of a sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries taken as a whole to any person or group; (ii) a plan relating to the liquidation or dissolution of the Company is adopted; (iii) there is a consummation of any transaction (including, without limitation, any purchase, sale, acquisition, disposition, merger or consolidation) the result of which is that any person or group becomes the beneficial owner (excluding any options to purchase equity securities of the Company held by such person or group) of more than
50%
of the aggregate voting power of all classes of capital stock of the Company having the right to elect directors under ordinary circumstances; or (iv) a majority of the members of the Board are not Continuing Directors. For purposes of this definition, a “Continuing Director” is, as of any date of determination, any member of the Board who (1) was a member of the Board on July 8, 2011 or (2) was nominated for election or elected to the Board with the approval of either two-thirds of the Continuing Directors who were members of the Board at the time of such nomination or election or two-thirds of those Company directors who were previously approved by Continuing Directors.
The 2011 Equity Incentive Plan provides that dividends or other distributions on performance shares, restricted stock or RSUs that are earned or that have restrictions that lapse as a result of the achievement of Management Objectives will be deferred until and paid contingent upon the achievement of the applicable Management Objectives. The 2011 Equity Incentive Plan also provides that dividends and dividend equivalents will not be paid on stock options or SARs.
The 2011 Equity Incentive Plan provides that no stock options or SARs will be granted with an exercise or base price less than the fair market value of the Class A common stock on the date of grant. The 2011 Equity Incentive Plan is designed to allow awards to qualify as qualified performance-based compensation under Section 162(m) of the Code.
The following performance metrics may be used as “Management Objectives”: profits, cash flow, returns, working capital, profit margins, liquidity measures, sales growth, gross margin growth, cost initiative and stock price metrics, and strategic initiative key deliverable metrics.
As of
December 31, 2016
, there were outstanding options to purchase a total of
3,421,986
shares of Class A common stock at exercise prices ranging from
$1.34
to
$51.68
per share under the 2011 Equity Incentive Plan, of which
852,097
options are unvested and
2,569,889
options were vested.
2008 Equity Incentive Plan
As of
December 31, 2016
, there were outstanding options to purchase a total of
50,469
shares of Class A common stock at exercise prices ranging from
$20.32
to
$26.40
per share under the 2008 Equity Incentive Plan. As of
December 31, 2016
, all of such outstanding options had vested. The Company is not authorized to issue additional grants under this plan.
F-26
10. Income Taxes
Income tax (benefit) expense from continuing operations for the years ended December 31,
2016
,
2015
and
2014
consisted of the following (dollars in thousands):
|
2016
|
2015
|
2014
|
||||||||||
|
Current income tax expense
|
||||||||||||
|
State and local
|
$
|
1,678
|
|
$
|
2,422
|
|
$
|
3,352
|
|
|||
|
Total current income tax expense
|
$
|
1,678
|
|
$
|
2,422
|
|
$
|
3,352
|
|
|||
|
Deferred tax (benefit) expense
|
||||||||||||
|
Federal
|
$
|
(19,496
|
)
|
$
|
(48,123
|
)
|
$
|
7,172
|
|
|||
|
State and local
|
(8,336
|
)
|
(139
|
)
|
(270
|
)
|
||||||
|
Total deferred tax (benefit) expense
|
(27,832
|
)
|
(48,262
|
)
|
6,902
|
|
||||||
|
Total income tax (benefit) expense
|
$
|
(26,154
|
)
|
$
|
(45,840
|
)
|
$
|
10,254
|
|
|||
Total income tax (benefit) expense from continuing operations differed from the amount computed by applying the federal statutory tax rate of
35.0%
for the years ended December 31,
2016
,
2015
and
2014
because of the following (dollars in thousands):
|
|
|
2016
|
2015
|
2014
|
||||||||
|
Pretax (loss) income at federal statutory rate
|
|
$
|
(187,906
|
)
|
|
$
|
(207,317
|
)
|
|
$
|
7,707
|
|
|
State income tax (benefit) expense, net federal (benefit) expense
|
|
(1,812
|
)
|
|
(1,385
|
)
|
|
992
|
|
|||
|
Meals and entertainment
|
429
|
|
380
|
|
424
|
|
||||||
|
Change in state tax rates
|
|
(1,618
|
)
|
|
1,605
|
|
|
(1,580
|
)
|
|||
|
Section 162 disallowance
|
|
538
|
|
|
110
|
|
|
562
|
|
|||
|
Impairment charges on goodwill with no tax basis
|
|
163,630
|
|
|
153,371
|
|
|
—
|
|
|||
|
Increase in valuation allowance
|
|
32
|
|
|
190
|
|
|
2,189
|
|
|||
|
Other
|
|
553
|
|
7,206
|
|
(40
|
)
|
|||||
|
Net income tax (benefit) expense
|
|
$
|
(26,154
|
)
|
|
$
|
(45,840
|
)
|
|
$
|
10,254
|
|
F-27
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at
December 31, 2016
and
2015
are presented below (dollars in thousands):
|
2016
|
2015
|
||||||
|
Noncurrent deferred tax assets:
|
|
||||||
|
Accounts receivable
|
$
|
1,422
|
|
$
|
1,849
|
|
|
|
Advertising relationships
|
2,548
|
|
3,686
|
|
|||
|
Other liabilities
|
27,014
|
|
28,140
|
|
|||
|
AMT tax credit
|
2,042
|
|
2,042
|
|
|||
|
Net operating loss
|
111,778
|
|
155,475
|
|
|||
|
Noncurrent deferred tax assets
|
144,804
|
|
191,192
|
|
|||
|
Less: valuation allowance
|
(17,205
|
)
|
(17,173
|
)
|
|||
|
Net noncurrent deferred tax assets
|
127,599
|
|
174,019
|
|
|||
|
Noncurrent deferred tax liabilities:
|
|
||||||
|
Intangible assets
|
482,620
|
|
527,775
|
|
|||
|
Property and equipment
|
20,485
|
|
30,260
|
|
|||
|
Cancellation of debt income
|
12,544
|
|
31,865
|
|
|||
|
Noncurrent deferred tax liabilities
|
515,649
|
|
589,900
|
|
|||
|
Net noncurrent deferred tax liabilities
|
388,050
|
|
415,881
|
|
|||
|
Net deferred tax liabilities
|
$
|
388,050
|
|
$
|
415,881
|
|
|
Deferred tax assets and liabilities are computed by applying the federal and state income tax rates in effect to the gross amounts of temporary differences and other tax attributes, such as net operating loss carry-forwards. In assessing if the deferred tax assets will be realized, the Company considered whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse. Based upon the Company's analysis of all sources of positive and negative evidence, including the expected generation of taxable income in future years in certain jurisdictions, the Company concluded that it is more likely than not certain deferred tax assets will be realized.
During the year ended December 31, 2015, the valuation allowance decreased by
$1.8 million
to
$17.2 million
. The
$1.8 million
decrease to the valuation allowance relates to an increase of
$0.3 million
related to state rate changes, an increase of
$0.2 million
related to the Company's estimates of its inability to recover certain state net operating losses and a decrease of
$2.3 million
related to the write off of certain state net operating losses expected to expire in the future. During the year ended December 31, 2016, the valuation allowance remained at
$17.2 million
. The changes in the valuation allowance relate to a decrease of
$0.2 million
related to state rate changes, an increase of
$0.8 million
related to the Company's estimates of its inability to recover certain state net operating losses and a decrease of
$0.6 million
related to the write off of certain state net operating losses expected to expire in the future. For the year ended December 31, 2016,
$0.6 million
of the change in valuation allowance was recorded to deferred tax expense as
$0.6 million
of the overall
zero
change in valuation allowance related directly to the write off of net operating losses with an existing valuation allowance.
At
December 31, 2016
, the Company had federal net operating loss carry forwards, which are available to offset future taxable income, of approximately
$271.4 million
which will expire in the years 2030 through 2032. At
December 31, 2016
, the Company had state net operating loss carry forwards available to offset future income of approximately
$1.2 billion
which, if not utilized, will expire in the years 2017 through 2036. In addition to the federal and state net operating loss carry forwards noted above, approximately
$1.5 million
of net operating loss carry forwards relate to windfall tax benefits associated with the Company's equity based compensation plan for which no deferred tax asset is recognized. The Company's policy is to treat these equity based net operating loss carry forwards as the last net operating loss carry forwards to be consumed.
The Company recorded interest and penalties related to unrecognized tax benefits in current income tax expense. Of this amount,
$2.9 million
was recorded to expense in
2016
. The total interest and penalties accrual as of
December 31, 2016
is
$2.1 million
. The overall decrease in accrued interest and penalty in
2016
of
$2.9 million
is due to additional accruals for interest and penalty on prior year positions of
$0.4 million
, and reductions to interest and penalty accruals of
$3.3 million
related to the reversal of positions associated with the expiration of certain statues of limitations. The total unrecognized tax benefits and accrued interest and penalties at
December 31, 2016
was
$14.0 million
. Of this total,
$12.4 million
represented the
F-28
unrecognized tax benefits and accrued interest and penalties that, if recognized, would favorably affect the effective income tax rate in future periods. Of the
$14.0 million
total unrecognized tax benefits and accrued interest and penalties,
$13.3 million
relates to items which are not expected to change significantly within the next 12 months. Substantially all federal, state, local and foreign income tax returns have been closed for the tax years through 2012; however, the various tax jurisdictions may adjust the Company's net operating loss carry forwards. The following table reconciles unrecognized tax benefits during the relevant years:
|
Balance at January 1, 2015
|
$
|
14,466
|
|
|
|
Settlements
|
(1,180
|
)
|
||
|
Lapse of statute of limitations
|
(657
|
)
|
||
|
Balance at December 31, 2015
|
$
|
12,629
|
|
|
|
Increase for prior year positions
|
275
|
|
||
|
Lapse of statute of limitations
|
(1,014
|
)
|
||
|
Balance at December 31, 2016
|
$
|
11,890
|
|
|
11. (Loss) Earnings Per Share (“EPS”)
For all periods presented, the Company has disclosed basic and diluted (loss) earnings per common share utilizing the two-class method. In accordance with, ASC Topic 260, "Earnings per Share," the presentation of basic and diluted EPS is required only for common stock and not for participating securities.
Non-vested restricted shares of Class A common stock are considered participating securities for purposes of calculating basic weighted average common shares outstanding in periods in which the Company recorded net (loss) income. In addition, Company Warrants are accounted for as participating securities, as holders of such Warrants, in accordance with and subject to the terms and conditions of the Warrant Agreement, are entitled to receive ratable distributions of the Company's earnings concurrently with such distributions made to the holders of Class A common stock.
Basic (loss) earnings per common share is calculated by dividing net (loss) income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. In accordance with the terms of the Company's certificate of incorporation, the Company allocated undistributed net income (loss) after any allocation for preferred stock dividends between each class of common stock on an equal basis per share. In accordance with the two-class method, earnings applicable to the non-vested restricted shares of Class A common stock and Company Warrants are excluded from the computation of basic EPS.
Diluted (loss) earnings per share is computed in the same manner as basic (loss) earnings per share after assuming issuance of common stock for all potentially dilutive equivalent shares, which included stock options and certain warrants to purchase common stock. Antidilutive instruments are not considered in this calculation. Under the two-class method, net income is allocated to common stock to the extent that each security may share in earnings, as if all of the (loss) earnings for the period had been distributed. (Loss) earnings are allocated to each class of common stock equally per share. The following table sets forth the computation of basic and diluted (loss) earnings per common share for the years ended
December 31, 2016
,
2015
and
2014
(amounts in thousands, except per share data):
F-29
|
2016
|
2015
|
2014
|
|||||||||
|
Basic (Loss) Earnings Per Share
|
|||||||||||
|
Numerator:
|
|||||||||||
|
Undistributed net (loss) income continuing operations
|
$
|
(510,720
|
)
|
$
|
(546,494
|
)
|
$
|
11,769
|
|
||
|
Less:
|
|||||||||||
|
Participation rights of the Company Warrants in undistributed earnings
|
—
|
|
—
|
|
358
|
|
|||||
|
Participation rights of unvested restricted stock in undistributed earnings
|
—
|
|
—
|
|
12
|
|
|||||
|
Basic undistributed net (loss) income from operations — attributable to common shares
|
$
|
(510,720
|
)
|
$
|
(546,494
|
)
|
$
|
11,399
|
|
||
|
Denominator:
|
|||||||||||
|
Basic weighted average common shares outstanding
|
29,270
|
|
29,177
|
|
28,268
|
|
|||||
|
Basic (loss) income from operations per share — attributable to common shares
|
$
|
(17.45
|
)
|
$
|
(18.72
|
)
|
$
|
0.40
|
|
||
|
Diluted (Loss) Earnings Per Share
|
|||||||||||
|
Numerator:
|
|||||||||||
|
Undistributed net (loss) income from operations
|
$
|
(510,720
|
)
|
$
|
(546,494
|
)
|
$
|
11,769
|
|
||
|
Less:
|
|||||||||||
|
Participation rights of the Company Warrants in undistributed net income
|
—
|
|
—
|
|
354
|
|
|||||
|
Participation rights of unvested restricted stock in undistributed earnings
|
—
|
|
—
|
|
12
|
|
|||||
|
Basic undistributed net (loss) income from continuing operations — attributable to common shares
|
$
|
(510,720
|
)
|
$
|
(546,494
|
)
|
$
|
11,403
|
|
||
|
Denominator:
|
|||||||||||
|
Basic weighted average shares outstanding
|
29,270
|
|
29,177
|
|
28,268
|
|
|||||
|
Effect of dilutive options and warrants
|
—
|
|
—
|
|
352
|
|
|||||
|
Diluted weighted average shares outstanding
|
29,270
|
|
29,177
|
|
28,620
|
|
|||||
|
Diluted (loss) income from operations per share — attributable to common shares
|
$
|
(17.45
|
)
|
$
|
(18.72
|
)
|
$
|
0.40
|
|
||
Potentially dilutive equivalent shares outstanding for the year ended
December 31, 2016
, excluded from the computation of diluted (loss) income per share consisted of approximately
0.01 million
shares of common stock underlying outstanding warrants and stock options.
12. Leases
The Company has non-cancelable operating leases, primarily for land, tower space, office-space, certain office equipment and vehicles. The operating leases generally contain renewal options for periods ranging from
one
to
ten years
and require the Company to pay all executory costs such as maintenance and insurance. Rental expense for operating leases was approximately
$25.2 million
,
$27.9 million
, and
$27.4 million
for the years ended
December 31, 2016
,
2015
and
2014
, respectively.
F-30
Future minimum payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year), future minimum sublease income to be received and a lease commitment under a sale leaseback agreement as of
December 31, 2016
are as follows (in thousands):
|
Year Ending December 31:
|
Future Minimum Rent Under Operating Leases
|
Future Minimum Sublease Income
|
Future Minimum Commitments Under Sale Leaseback Agreement
|
Net Commitments
|
||||||||||||
|
2017
|
23,503
|
|
(1,028
|
)
|
1,114
|
|
23,589
|
|
||||||||
|
2018
|
20,540
|
|
(1,028
|
)
|
1,153
|
|
20,665
|
|
||||||||
|
2019
|
17,695
|
|
(1,028
|
)
|
1,193
|
|
17,860
|
|
||||||||
|
2020
|
13,723
|
|
(1,028
|
)
|
—
|
|
12,695
|
|
||||||||
|
2021
|
10,880
|
|
(1,028
|
)
|
—
|
|
9,852
|
|
||||||||
|
Thereafter
|
32,481
|
|
(2,314
|
)
|
—
|
|
30,167
|
|
||||||||
|
$
|
118,822
|
|
$
|
(7,454
|
)
|
$
|
3,460
|
|
$
|
114,828
|
|
|||||
13. Commitments and Contingencies
Future Commitments
The radio broadcast industry’s principal ratings service is Nielsen Audio, which publishes surveys for domestic radio markets. Certain of the Company’s subsidiaries have agreements with Nielsen Audio under which they receive programming ratings materials in a majority of their respective markets. The remaining aggregate obligation under the agreements with Nielsen Audio is approximately
$46.2 million
and is expected to be paid in accordance with the agreements through December 2017.
The Company engages Katz Media Group, Inc. ("Katz") as its national advertising sales agent. The national advertising agency contract with Katz contains termination provisions that, if exercised by the Company during the term of the contract, would obligate the Company to pay a termination fee to Katz, calculated based upon a formula set forth in the contract.
The Company is committed under various contractual agreements to pay for broadcast rights that include sports and news services and to pay for talent, executives, research, weather information and other services.
The Company from time to time enters into radio network contractual obligations to guarantee a minimum amount of revenue share to contractual counterparties on certain programming in future years. Generally, these guarantees are subject to decreases dependent on clearance targets achieved. As of
December 31, 2016
, the Company believes that it will meet all such material minimum obligations.
On January 2, 2014 (the "Commencement Date”), Merlin Media, LLC (“Merlin”) and the Company entered into an LMA. Under this LMA, the Company is responsible for operating
two
FM radio stations in Chicago, Illinois, for monthly fees payable to Merlin of approximately
$0.3 million
,
$0.4 million
,
$0.5 million
and
$0.6 million
in the first, second, third and fourth years following the Commencement Date, respectively, in exchange for the Company retaining the operating profits from these radio stations.
In connection therewith, the Company and Merlin also entered into an agreement pursuant to which the Company has the right to purchase these
two
FM radio stations until October 4, 2017, for an amount in cash equal to the greater of (i)
$70.0 million
minus the aggregate amount of monthly fees paid by the Company on or prior to the earlier of the closing date or the date that is
four
years after the Commencement Date; or (ii)
$50.0 million
, and Merlin has the right to require the Company to purchase these
two
FM radio stations at any time during a
ten
-day period commencing October 4, 2017 for
$71.0 million
, minus the aggregate amount of monthly fees paid by the Company on or prior to the earlier of the closing date and January 2, 2018.
The Company determined through its review of the requirements of ASC Topic 810,
Consolidation
("ASC 810") that the Company is not the primary beneficiary of the LMA with Merlin, and, therefore, consolidation of the stations is not required.
On April 1, 2014, the Company initiated an exit plan for a lease because of a restructuring in connection with the acquisition of Westwood One (the "Exit Plan"), which included charges related to terminated contract costs. In connection with the Exit Plan, the Company recorded restructuring costs of
$5.2 million
for the year ended
December 31, 2015
, which costs are
F-31
included in corporate expenses in the consolidated statement of operations. As of
December 31, 2016
, liabilities related to the Exit Plan of
$0.5 million
were included in accounts payable and accrued expenses and are expected to be paid within one year and
$3.4 million
of non-current liabilities are included in other liabilities in the consolidated balance sheet. We anticipate no additional future charges for the Exit Plan other than true-ups to closed facilities lease charges and accretion expense.
Legal Proceedings
In March 2011, the Company and certain of our subsidiaries were named as defendants along with other radio companies, including Beasley Broadcast Group, Inc., CBS Radio, Inc., Entercom Communications, Greater Media, Inc. and Townsquare Media, LLC in a patent infringement suit. The case, Mission Abstract Data L.L.C., d/b/a Digimedia v. Beasley Broadcast Group, Inc., et. al., Civil Action Case No: 1:99-mc-09999, U.S. District Court for the District of Delaware (filed March 1, 2011), alleges that the defendants are infringing or have infringed on plaintiff’s patents entitled “Selection and Retrieval of Music from a Digital Database.” Plaintiff is seeking injunctive relief and unspecified damages. This case has been stayed, and is awaiting further action by the court.
In August 2015, we were named as a defendant in
two
separate putative class action lawsuits relating to our use and public performance of certain sound recordings fixed prior to February 15, 1972 (the "Pre-1972 Recordings"). The first suit, ABS Entertainment, Inc., et. al. v, Cumulus Media Inc., was filed in the United States District Court for the Central District of California and alleged, among other things, copyright infringement under California state law, common law conversion, misappropriation and unfair business practices. On December 11, 2015, this suit was dismissed without prejudice. The second suit, ABS Entertainment, Inc., v. Cumulus Media Inc., was filed in the United States District Court for the Southern District of New York and alleges, among other things, common law copyright infringement and unfair competition. The New York lawsuit was stayed pending an appeal before the Second Circuit involving unrelated third parties over whether the owner of a Pre-1972 Recording holds an exclusive right to publicly perform that recording under New York common law. On December 20, 2016, in a case not involving Cumulus Media, Inc., the New York Court of Appeals held that New York common law does not recognize a right of public performance for owners of pre-1972 Recordings. The stay remains in effect in our New York lawsuit until appeal rights are exhausted and the Second Circuit issues a mandate in the unrelated case.
The pending suit seeks unspecified damages. The Company is evaluating the suit, and intends to defend itself vigorously. The Company is not yet able to determine what effect the lawsuit will have, if any, on its financial position, results of operations or cash flows.
In the first quarter of 2016, CBS Radio Inc. ("CBS") filed a demand for arbitration against certain of our
subsidiaries. This action alleged that certain of our subsidiaries breached the terms of one or more contracts with CBS relating
to sports network radio programming and content. As previously disclosed, in the third quarter of 2016, the Company settled these claims in exchange for a one-time payment of
$13.3 million
. This payment was classified as a content cost in the accompanying consolidated statement of operations for the year ended December 31, 2016.
The Company currently is, and expects that from time to time in the future it will be, party to, or a defendant in, various other claims or lawsuits that are generally incidental to its business. The Company expects that it will vigorously contest any such claims or lawsuits and believes that the ultimate resolution of any such known claim or lawsuit will not have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows.
14. Quarterly Results (Unaudited)
The following table presents the Company’s selected unaudited quarterly results for each of the quarters ended during
2015
and
2016
(dollars in thousands, except per share data):
F-32
|
Three Months Ended
|
|||||||||||||||
|
March 31,
|
June 30,
|
September 30,
|
December 31,
|
||||||||||||
|
FOR THE YEAR ENDED DECEMBER 31, 2016
|
|||||||||||||||
|
Net revenue
|
$
|
268,530
|
|
$
|
287,193
|
|
$
|
286,136
|
|
$
|
299,541
|
|
|||
|
Operating income (loss)
|
$
|
10,114
|
|
$
|
36,665
|
|
$
|
113,017
|
|
$
|
(568,585
|
)
|
|||
|
(Loss) income before income taxes
|
$
|
(23,562
|
)
|
$
|
2,315
|
|
$
|
79,109
|
|
$
|
(594,736
|
)
|
|||
|
Net (loss) income
|
$
|
(14,429
|
)
|
$
|
1,066
|
|
$
|
46,321
|
|
$
|
(543,677
|
)
|
|||
|
Basic:
|
|||||||||||||||
|
(Loss) income per share
|
$
|
(0.49
|
)
|
$
|
0.04
|
|
$
|
1.58
|
|
$
|
(18.57
|
)
|
|||
|
Diluted:
|
|||||||||||||||
|
(Loss) income per share
|
$
|
(0.49
|
)
|
$
|
0.04
|
|
$
|
1.58
|
|
$
|
(18.57
|
)
|
|||
|
FOR THE YEAR ENDED DECEMBER 31, 2015
|
|||||||||||||||
|
Net revenue
|
$
|
271,079
|
|
$
|
299,334
|
|
$
|
289,441
|
|
$
|
308,825
|
|
|||
|
Operating income (loss)
|
$
|
11,875
|
|
$
|
48,003
|
|
$
|
(567,214
|
)
|
$
|
28,821
|
|
|||
|
(Loss) income before income taxes
|
$
|
(22,372
|
)
|
$
|
24,991
|
|
$
|
(603,034
|
)
|
$
|
8,081
|
|
|||
|
Net (loss) income
|
$
|
(12,015
|
)
|
$
|
12,299
|
|
$
|
(542,179
|
)
|
$
|
(4,599
|
)
|
|||
|
Basic:
|
|||||||||||||||
|
(Loss) income per share
|
$
|
(0.40
|
)
|
$
|
0.40
|
|
$
|
(18.56
|
)
|
$
|
(0.16
|
)
|
|||
|
Diluted:
|
|||||||||||||||
|
(Loss) income per share
|
$
|
(0.40
|
)
|
$
|
0.40
|
|
$
|
(18.56
|
)
|
$
|
(0.16
|
)
|
|||
F-33
15. Supplemental Condensed Consolidating Financial Information
At
December 31, 2016
, Cumulus (the "Parent Guarantor") and certain of its
100%
owned subsidiaries (such subsidiaries, the “Subsidiary Guarantors”) provided guarantees of the obligations of Cumulus Holdings (the "Subsidiary Issuer") under the
7.75%
Senior Notes. These guarantees are full and unconditional (subject to customary release provisions) as well as joint and several. Certain of the Subsidiary Guarantors may be subject to restrictions on their respective ability to distribute earnings to Cumulus Holdings or the Parent Guarantor. Not all of the subsidiaries of Cumulus and Cumulus Holdings guarantee the
7.75%
Senior Notes (such non-guaranteeing subsidiaries, collectively, the “Subsidiary Non-guarantors”).
The following tables present (i) condensed consolidating statements of operations for the years ended
December 31, 2016
,
2015
and
2014
, (ii) condensed consolidating balance sheets as of
December 31, 2016
and
2015
, and (iii) condensed consolidating statements of cash flows for the years ended
December 31, 2016
,
2015
, and
2014
of each of the Parent Guarantor, Cumulus Holdings, the Subsidiary Guarantors, and the Subsidiary Non-guarantors.
Investments in consolidated subsidiaries are held primarily by the Parent Guarantor in the net assets of its subsidiaries and have been presented using the equity method of accounting. The “Eliminations” entries in the following tables primarily eliminate investments in subsidiaries and intercompany balances and transactions. The columnar presentations in the following tables are not consistent with the Company’s business groups; accordingly, this basis of presentation is not intended to present the Company’s financial condition, results of operations or cash flows on a consolidated basis.
F-34
CUMULUS MEDIA INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Year Ended
December 31, 2016
(Dollars in thousands)
|
Cumulus
Media Inc.
(Parent Guarantor)
|
Cumulus Media
Holdings Inc.
(Subsidiary Issuer)
|
Subsidiary
Guarantors
|
Subsidiary Non-
guarantors
|
Eliminations
|
Total
Consolidated
|
||||||||||||||||||
|
Net revenue
|
$
|
—
|
|
$
|
165
|
|
$
|
1,141,235
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,141,400
|
|
|||||
|
Operating expenses:
|
|||||||||||||||||||||||
|
Content costs
|
—
|
|
—
|
|
427,780
|
|
—
|
|
—
|
|
427,780
|
|
|||||||||||
|
Selling, general & administrative expenses
|
—
|
|
—
|
|
470,546
|
|
2,354
|
|
—
|
|
472,900
|
|
|||||||||||
|
Depreciation and amortization
|
—
|
|
1,530
|
|
85,737
|
|
—
|
|
—
|
|
87,267
|
|
|||||||||||
|
LMA fees
|
—
|
|
—
|
|
12,824
|
|
—
|
|
—
|
|
12,824
|
|
|||||||||||
|
Corporate expenses (including stock-based compensation expense of $2,948)
|
—
|
|
40,148
|
|
—
|
|
—
|
|
—
|
|
40,148
|
|
|||||||||||
|
Gain on sale of assets or stations
|
—
|
|
—
|
|
(95,695
|
)
|
—
|
|
—
|
|
(95,695
|
)
|
|||||||||||
|
Impairment on intangible assets and goodwill
|
—
|
|
—
|
|
604,965
|
|
—
|
|
—
|
|
604,965
|
|
|||||||||||
|
Total operating expenses
|
—
|
|
41,678
|
|
1,506,157
|
|
2,354
|
|
—
|
|
1,550,189
|
|
|||||||||||
|
Operating loss
|
—
|
|
(41,513
|
)
|
(364,922
|
)
|
(2,354
|
)
|
—
|
|
(408,789
|
)
|
|||||||||||
|
Non-operating (expense) income:
|
|
||||||||||||||||||||||
|
Interest (expense) income, net
|
(8,711
|
)
|
(129,733
|
)
|
493
|
|
(190
|
)
|
—
|
|
(138,141
|
)
|
|||||||||||
|
Gain on early extinguishment of debt
|
—
|
|
8,017
|
|
—
|
|
—
|
|
—
|
|
8,017
|
|
|||||||||||
|
Other income, net
|
—
|
|
—
|
|
2,039
|
|
—
|
|
—
|
|
2,039
|
|
|||||||||||
|
Total non-operating (expense) income, net
|
(8,711
|
)
|
(121,716
|
)
|
2,532
|
|
(190
|
)
|
—
|
|
(128,085
|
)
|
|||||||||||
|
Loss before income taxes
|
(8,711
|
)
|
(163,229
|
)
|
(362,390
|
)
|
(2,544
|
)
|
—
|
|
(536,874
|
)
|
|||||||||||
|
Income tax benefit (expense)
|
3,484
|
|
65,292
|
|
(43,640
|
)
|
1,018
|
|
—
|
|
26,154
|
|
|||||||||||
|
(Loss) earnings from consolidated subsidiaries
|
(505,493
|
)
|
(407,556
|
)
|
(1,526
|
)
|
—
|
|
914,575
|
|
—
|
|
|||||||||||
|
Net (loss) income
|
$
|
(510,720
|
)
|
$
|
(505,493
|
)
|
$
|
(407,556
|
)
|
$
|
(1,526
|
)
|
$
|
914,575
|
|
$
|
(510,720
|
)
|
|||||
F-35
CUMULUS MEDIA INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Year Ended
December 31, 2015
(Dollars in thousands)
|
Cumulus Media
Inc. (Parent
Guarantor)
|
Cumulus Media
Holdings Inc.
(Subsidiary Issuer)
|
Subsidiary
Guarantors
|
Subsidiary Non-
guarantors
|
Eliminations
|
Total
Consolidated
|
||||||||||||||||||
|
Net revenue
|
$
|
—
|
|
$
|
500
|
|
$
|
1,168,179
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,168,679
|
|
|||||
|
Operating expenses:
|
|||||||||||||||||||||||
|
Content costs
|
—
|
|
—
|
|
396,426
|
|
—
|
|
—
|
|
396,426
|
|
|||||||||||
|
Selling, general & administrative expenses
|
—
|
|
—
|
|
475,268
|
|
2,059
|
|
—
|
|
477,327
|
|
|||||||||||
|
Depreciation and amortization
|
—
|
|
1,525
|
|
100,580
|
|
—
|
|
—
|
|
102,105
|
|
|||||||||||
|
LMA fees
|
—
|
|
—
|
|
10,129
|
|
—
|
|
—
|
|
10,129
|
|
|||||||||||
|
Corporate expenses (including stock-based compensation expense of $21,033)
|
—
|
|
73,403
|
|
—
|
|
—
|
|
—
|
|
73,403
|
|
|||||||||||
|
Loss on sale of assets or stations
|
—
|
|
—
|
|
2,856
|
|
—
|
|
—
|
|
2,856
|
|
|||||||||||
|
Impairment on intangible assets and goodwill
|
—
|
|
—
|
|
565,584
|
|
—
|
|
—
|
|
565,584
|
|
|||||||||||
|
Impairment charges - equity interest Pulser Media Inc.
|
—
|
|
—
|
|
19,364
|
|
—
|
|
—
|
|
19,364
|
|
|||||||||||
|
Total operating expenses
|
—
|
|
74,928
|
|
1,570,207
|
|
2,059
|
|
—
|
|
1,647,194
|
|
|||||||||||
|
Operating loss
|
—
|
|
(74,428
|
)
|
(402,028
|
)
|
(2,059
|
)
|
—
|
|
(478,515
|
)
|
|||||||||||
|
Non-operating (expense) income:
|
|||||||||||||||||||||||
|
Interest (expense) income, net
|
(8,735
|
)
|
(132,754
|
)
|
433
|
|
(190
|
)
|
—
|
|
(141,246
|
)
|
|||||||||||
|
Gain on early extinguishment of debt
|
—
|
|
13,222
|
|
—
|
|
—
|
|
—
|
|
13,222
|
|
|||||||||||
|
Other income, net
|
—
|
|
—
|
|
14,205
|
|
—
|
|
—
|
|
14,205
|
|
|||||||||||
|
Total non-operating (expense) income, net
|
(8,735
|
)
|
(119,532
|
)
|
14,638
|
|
(190
|
)
|
—
|
|
(113,819
|
)
|
|||||||||||
|
Loss from continuing operations before income taxes
|
(8,735
|
)
|
(193,960
|
)
|
(387,390
|
)
|
(2,249
|
)
|
—
|
|
(592,334
|
)
|
|||||||||||
|
Income tax benefit (expense)
|
3,494
|
|
77,584
|
|
(36,138
|
)
|
900
|
|
—
|
|
45,840
|
|
|||||||||||
|
Loss from continuing operations
|
(5,241
|
)
|
(116,376
|
)
|
(423,528
|
)
|
(1,349
|
)
|
—
|
|
(546,494
|
)
|
|||||||||||
|
(Loss) earnings from consolidated subsidiaries
|
(541,253
|
)
|
(424,877
|
)
|
(1,349
|
)
|
—
|
|
967,479
|
|
—
|
|
|||||||||||
|
Net (loss) income
|
$
|
(546,494
|
)
|
$
|
(541,253
|
)
|
$
|
(424,877
|
)
|
$
|
(1,349
|
)
|
$
|
967,479
|
|
$
|
(546,494
|
)
|
|||||
F-36
CUMULUS MEDIA INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Year Ended
December 31, 2014
(Dollars in thousands)
|
Cumulus
Media Inc.
(Parent Guarantor)
|
Cumulus Media
Holdings Inc.
(Subsidiary Issuer)
|
Subsidiary
Guarantors
|
Subsidiary Non-guarantors
|
Eliminations
|
Total
Consolidated
|
||||||||||||||||||
|
Net revenue
|
$
|
—
|
|
$
|
479
|
|
$
|
1,262,944
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,263,423
|
|
|||||
|
Operating expenses:
|
|||||||||||||||||||||||
|
Content costs
|
—
|
|
—
|
|
433,596
|
|
—
|
|
—
|
|
433,596
|
|
|||||||||||
|
Selling, general & administrative expenses
|
—
|
|
—
|
|
468,349
|
|
2,092
|
|
—
|
|
470,441
|
|
|||||||||||
|
Depreciation and amortization
|
—
|
|
1,619
|
|
113,656
|
|
—
|
|
—
|
|
115,275
|
|
|||||||||||
|
LMA fees
|
—
|
|
—
|
|
7,195
|
|
—
|
|
—
|
|
7,195
|
|
|||||||||||
|
Corporate expenses (including stock-based compensation expense of $17,638)
|
—
|
|
76,428
|
|
—
|
|
—
|
|
—
|
|
76,428
|
|
|||||||||||
|
Gain on sale of assets or stations
|
—
|
|
—
|
|
(1,342
|
)
|
—
|
|
—
|
|
(1,342
|
)
|
|||||||||||
|
Total operating expenses
|
—
|
|
78,047
|
|
1,021,454
|
|
2,092
|
|
—
|
|
1,101,593
|
|
|||||||||||
|
Operating (loss) income
|
—
|
|
(77,568
|
)
|
241,490
|
|
(2,092
|
)
|
—
|
|
161,830
|
|
|||||||||||
|
Non-operating (expense) income:
|
|||||||||||||||||||||||
|
Interest (expense) income, net
|
(9,349
|
)
|
(135,920
|
)
|
1,388
|
|
(264
|
)
|
—
|
|
(144,145
|
)
|
|||||||||||
|
Other expense, net
|
—
|
|
—
|
|
4,338
|
|
—
|
|
—
|
|
4,338
|
|
|||||||||||
|
Total non-operating (expense) income, net
|
(9,349
|
)
|
(135,920
|
)
|
5,726
|
|
(264
|
)
|
—
|
|
(139,807
|
)
|
|||||||||||
|
(Loss) income from continuing operations before income taxes
|
(9,349
|
)
|
(213,488
|
)
|
247,216
|
|
(2,356
|
)
|
—
|
|
22,023
|
|
|||||||||||
|
Income tax benefit (expense)
|
3,739
|
|
81,993
|
|
(96,928
|
)
|
942
|
|
—
|
|
(10,254
|
)
|
|||||||||||
|
(Loss) income from continuing operations
|
(5,610
|
)
|
(131,495
|
)
|
150,288
|
|
(1,414
|
)
|
—
|
|
11,769
|
|
|||||||||||
|
Earnings (loss) from consolidated subsidiaries
|
17,379
|
|
148,874
|
|
(1,414
|
)
|
—
|
|
(164,839
|
)
|
—
|
|
|||||||||||
|
Net income (loss)
|
$
|
11,769
|
|
$
|
17,379
|
|
$
|
148,874
|
|
$
|
(1,414
|
)
|
$
|
(164,839
|
)
|
$
|
11,769
|
|
|||||
F-37
CUMULUS MEDIA INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
As of
December 31, 2016
(Dollars in thousands, except for share and per share data)
|
Cumulus
Media Inc.
(Parent
Guarantor)
|
Cumulus Media
Holdings Inc.
(Subsidiary
Issuer)
|
Subsidiary
Guarantors
|
Subsidiary
Non-guarantors
|
Eliminations
|
Total
Consolidated
|
||||||||||||||||||
|
Assets
|
|
||||||||||||||||||||||
|
Current assets:
|
|
||||||||||||||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
$
|
131,259
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
131,259
|
|
|||||
|
Restricted cash
|
—
|
|
8,025
|
|
—
|
|
—
|
|
—
|
|
8,025
|
|
|||||||||||
|
Accounts receivable, less allowance for doubtful accounts of $4,691
|
—
|
|
—
|
|
—
|
|
231,585
|
|
—
|
|
231,585
|
|
|||||||||||
|
Trade receivable
|
—
|
|
—
|
|
4,985
|
|
—
|
|
—
|
|
4,985
|
|
|||||||||||
|
Assets held for sale
|
—
|
|
—
|
|
30,150
|
|
—
|
|
—
|
|
30,150
|
|
|||||||||||
|
Prepaid expenses and other current assets
|
—
|
|
17,321
|
|
16,602
|
|
—
|
|
—
|
|
33,923
|
|
|||||||||||
|
Total current assets
|
—
|
|
156,605
|
|
51,737
|
|
231,585
|
|
—
|
|
439,927
|
|
|||||||||||
|
Property and equipment, net
|
—
|
|
4,431
|
|
157,632
|
|
—
|
|
—
|
|
162,063
|
|
|||||||||||
|
Broadcast licenses
|
—
|
|
—
|
|
—
|
|
1,540,183
|
|
—
|
|
1,540,183
|
|
|||||||||||
|
Other intangible assets, net
|
—
|
|
—
|
|
116,499
|
|
—
|
|
—
|
|
116,499
|
|
|||||||||||
|
Goodwill
|
—
|
|
—
|
|
135,214
|
|
—
|
|
—
|
|
135,214
|
|
|||||||||||
|
Investment in consolidated subsidiaries
|
(388,509
|
)
|
3,348,992
|
|
1,012,947
|
|
—
|
|
(3,973,430
|
)
|
—
|
|
|||||||||||
|
Intercompany receivables
|
—
|
|
103,593
|
|
1,848,263
|
|
—
|
|
(1,951,856
|
)
|
—
|
|
|||||||||||
|
Other assets
|
—
|
|
21,631
|
|
135,996
|
|
364
|
|
(139,186
|
)
|
18,805
|
|
|||||||||||
|
Total assets
|
$
|
(388,509
|
)
|
$
|
3,635,252
|
|
$
|
3,458,288
|
|
$
|
1,772,132
|
|
$
|
(6,064,472
|
)
|
$
|
2,412,691
|
|
|||||
|
Liabilities and Stockholders’ Equity (Deficit)
|
|||||||||||||||||||||||
|
Current liabilities:
|
|||||||||||||||||||||||
|
Accounts payable and accrued expenses
|
$
|
—
|
|
$
|
19,994
|
|
$
|
76,247
|
|
$
|
—
|
|
$
|
—
|
|
$
|
96,241
|
|
|||||
|
Trade payable
|
—
|
|
—
|
|
4,550
|
|
—
|
|
—
|
|
4,550
|
|
|||||||||||
|
Total current liabilities
|
—
|
|
19,994
|
|
80,797
|
|
—
|
|
—
|
|
100,791
|
|
|||||||||||
|
Term loan, net of debt issuance costs/discounts of $29,909
|
—
|
|
1,780,357
|
|
—
|
|
—
|
|
—
|
|
1,780,357
|
|
|||||||||||
|
7.75% senior notes, net of debt issuance costs of $6,200
|
—
|
|
603,800
|
|
—
|
|
—
|
|
—
|
|
603,800
|
|
|||||||||||
|
Other liabilities
|
—
|
|
2,932
|
|
28,499
|
|
—
|
|
—
|
|
31,431
|
|
|||||||||||
|
Intercompany payables
|
103,229
|
|
1,616,678
|
|
—
|
|
231,949
|
|
(1,951,856
|
)
|
—
|
|
|||||||||||
|
Deferred income taxes
|
—
|
|
—
|
|
—
|
|
527,236
|
|
(139,186
|
)
|
388,050
|
|
|||||||||||
|
Total liabilities
|
103,229
|
|
4,023,761
|
|
109,296
|
|
759,185
|
|
(2,091,042
|
)
|
2,904,429
|
|
|||||||||||
|
Stockholders’ equity (deficit):
|
|||||||||||||||||||||||
|
Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 32,031,054 shares issued and 29,225,765 shares outstanding
|
320
|
|
—
|
|
—
|
|
—
|
|
—
|
|
320
|
|
|||||||||||
|
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||||||||
|
Treasury stock, at cost, 2,806,187 shares
|
(229,310
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(229,310
|
)
|
|||||||||||
|
Additional paid-in-capital
|
1,624,815
|
|
275,107
|
|
4,191,057
|
|
1,991,009
|
|
(6,457,173
|
)
|
1,624,815
|
|
|||||||||||
|
Accumulated (deficit) equity
|
(1,887,564
|
)
|
(663,616
|
)
|
(842,065
|
)
|
(978,062
|
)
|
2,483,743
|
|
(1,887,564
|
)
|
|||||||||||
|
Total stockholders’ (deficit) equity
|
(491,738
|
)
|
(388,509
|
)
|
3,348,992
|
|
1,012,947
|
|
(3,973,430
|
)
|
(491,738
|
)
|
|||||||||||
|
Total liabilities and stockholders’ (deficit) equity
|
$
|
(388,509
|
)
|
$
|
3,635,252
|
|
$
|
3,458,288
|
|
$
|
1,772,132
|
|
$
|
(6,064,472
|
)
|
$
|
2,412,691
|
|
|||||
F-38
CUMULUS MEDIA INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
As of
December 31, 2015
(Dollars in thousands, except for share and per share data)
|
Cumulus
Media Inc.
(Parent Guarantor)
|
Cumulus Media
Holdings Inc.
(Subsidiary Issuer)
|
Subsidiary
Guarantors
|
Subsidiary
Non-guarantors
|
Eliminations
|
Total
Consolidated
|
||||||||||||||||||
|
Assets
|
|||||||||||||||||||||||
|
Current assets:
|
|||||||||||||||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
$
|
31,657
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
31,657
|
|
|||||
|
Restricted cash
|
—
|
|
7,981
|
|
—
|
|
—
|
|
—
|
|
7,981
|
|
|||||||||||
|
Accounts receivable, less allowance for doubtful accounts of $4,923
|
—
|
|
—
|
|
—
|
|
243,428
|
|
—
|
|
243,428
|
|
|||||||||||
|
Trade receivable
|
—
|
|
—
|
|
4,146
|
|
—
|
|
—
|
|
4,146
|
|
|||||||||||
|
Asset held for sale
|
—
|
|
—
|
|
45,157
|
|
—
|
|
—
|
|
45,157
|
|
|||||||||||
|
Prepaid expenses and other current assets
|
—
|
|
6,375
|
|
20,531
|
|
—
|
|
—
|
|
26,906
|
|
|||||||||||
|
Total current assets
|
—
|
|
46,013
|
|
69,834
|
|
243,428
|
|
—
|
|
359,275
|
|
|||||||||||
|
Property and equipment, net
|
—
|
|
3,685
|
|
165,752
|
|
—
|
|
—
|
|
169,437
|
|
|||||||||||
|
Broadcast licenses
|
—
|
|
—
|
|
—
|
|
1,578,066
|
|
—
|
|
1,578,066
|
|
|||||||||||
|
Other intangible assets, net
|
—
|
|
—
|
|
174,530
|
|
—
|
|
—
|
|
174,530
|
|
|||||||||||
|
Goodwill
|
—
|
|
—
|
|
703,354
|
|
—
|
|
—
|
|
703,354
|
|
|||||||||||
|
Investment in consolidated subsidiaries
|
110,550
|
|
3,784,551
|
|
1,056,150
|
|
—
|
|
(4,951,251
|
)
|
—
|
|
|||||||||||
|
Intercompany receivables
|
—
|
|
95,072
|
|
1,650,829
|
|
—
|
|
(1,745,901
|
)
|
—
|
|
|||||||||||
|
Other assets
|
—
|
|
27,491
|
|
95,716
|
|
554
|
|
(106,035
|
)
|
17,726
|
|
|||||||||||
|
Total assets
|
$
|
110,550
|
|
$
|
3,956,812
|
|
$
|
3,916,165
|
|
$
|
1,822,048
|
|
$
|
(6,803,187
|
)
|
$
|
3,002,388
|
|
|||||
|
Liabilities and Stockholders’ Equity (Deficit)
|
|||||||||||||||||||||||
|
Current liabilities:
|
|||||||||||||||||||||||
|
Accounts payable and accrued expenses
|
$
|
—
|
|
$
|
31,997
|
|
$
|
86,399
|
|
$
|
—
|
|
$
|
—
|
|
$
|
118,396
|
|
|||||
|
Trade payable
|
—
|
|
—
|
|
4,374
|
|
—
|
|
—
|
|
4,374
|
|
|||||||||||
|
Total current liabilities
|
—
|
|
31,997
|
|
90,773
|
|
—
|
|
—
|
|
122,770
|
|
|||||||||||
|
Term loan, net of debt issuance costs/discounts of $37,524
|
—
|
|
1,801,416
|
|
—
|
|
—
|
|
—
|
|
1,801,416
|
|
|||||||||||
|
7.75% senior notes, net of debt issuance costs of $8,515
|
—
|
|
601,485
|
|
—
|
|
—
|
|
—
|
|
601,485
|
|
|||||||||||
|
Other liabilities
|
—
|
|
3,963
|
|
40,841
|
|
—
|
|
—
|
|
44,804
|
|
|||||||||||
|
Intercompany payables
|
94,518
|
|
1,407,401
|
|
—
|
|
243,982
|
|
(1,745,901
|
)
|
—
|
|
|||||||||||
|
Deferred income taxes
|
—
|
|
—
|
|
—
|
|
521,916
|
|
(106,035
|
)
|
415,881
|
|
|||||||||||
|
Total liabilities
|
94,518
|
|
3,846,262
|
|
131,614
|
|
765,898
|
|
(1,851,936
|
)
|
2,986,356
|
|
|||||||||||
|
Stockholders’ equity (deficit):
|
|||||||||||||||||||||||
|
Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 31,987,862 shares issued and 29,182,118 shares outstanding
|
320
|
|
—
|
|
—
|
|
—
|
|
—
|
|
320
|
|
|||||||||||
|
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||||||||
|
Treasury stock, at cost, 2,805,743 shares
|
(229,310
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(229,310
|
)
|
|||||||||||
|
Additional paid-in-capital
|
1,621,865
|
|
268,673
|
|
4,219,060
|
|
2,032,686
|
|
(6,520,419
|
)
|
1,621,865
|
|
|||||||||||
|
Accumulated (deficit) equity
|
(1,376,844
|
)
|
(158,123
|
)
|
(434,509
|
)
|
(976,536
|
)
|
1,569,168
|
|
(1,376,844
|
)
|
|||||||||||
|
Total stockholders’ equity (deficit)
|
16,032
|
|
110,550
|
|
3,784,551
|
|
1,056,150
|
|
(4,951,251
|
)
|
16,032
|
|
|||||||||||
|
Total liabilities and stockholders’ equity (deficit)
|
$
|
110,550
|
|
$
|
3,956,812
|
|
$
|
3,916,165
|
|
$
|
1,822,048
|
|
$
|
(6,803,187
|
)
|
$
|
3,002,388
|
|
|||||
F-39
CUMULUS MEDIA INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended
December 31, 2016
(Dollars in thousands)
|
Cumulus
Media Inc.
(Parent Guarantor)
|
Cumulus Media
Holdings Inc.
(Subsidiary Issuer)
|
Subsidiary
Guarantors
|
Subsidiary
Non-guarantors
|
Eliminations
|
Total
Consolidated
|
||||||||||||||||||
|
Cash flows from operating activities:
|
|||||||||||||||||||||||
|
Net (loss) income
|
$
|
(510,720
|
)
|
$
|
(505,493
|
)
|
$
|
(407,556
|
)
|
$
|
(1,526
|
)
|
$
|
914,575
|
|
$
|
(510,720
|
)
|
|||||
|
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
|
|||||||||||||||||||||||
|
Depreciation and amortization
|
—
|
|
1,530
|
|
85,737
|
|
—
|
|
—
|
|
87,267
|
|
|||||||||||
|
Amortization of debt issuance costs/discounts
|
—
|
|
9,771
|
|
—
|
|
190
|
|
—
|
|
9,961
|
|
|||||||||||
|
Provision for doubtful accounts
|
—
|
|
—
|
|
1,103
|
|
—
|
|
—
|
|
1,103
|
|
|||||||||||
|
Gain on sale of assets or stations
|
—
|
|
—
|
|
(95,695
|
)
|
—
|
|
—
|
|
(95,695
|
)
|
|||||||||||
|
Impairment on intangible assets and goodwill
|
—
|
|
—
|
|
604,965
|
|
—
|
|
—
|
|
604,965
|
|
|||||||||||
|
Deferred income taxes
|
(3,484
|
)
|
(65,292
|
)
|
41,963
|
|
(1,018
|
)
|
—
|
|
(27,831
|
)
|
|||||||||||
|
Stock-based compensation expense
|
—
|
|
2,948
|
|
—
|
|
—
|
|
—
|
|
2,948
|
|
|||||||||||
|
Gain on early extinguishment of debt
|
—
|
|
(8,017
|
)
|
—
|
|
—
|
|
—
|
|
(8,017
|
)
|
|||||||||||
|
Earnings (loss) from consolidated subsidiaries
|
505,493
|
|
407,556
|
|
1,526
|
|
—
|
|
(914,575
|
)
|
—
|
|
|||||||||||
|
Changes in assets and liabilities
|
—
|
|
361,825
|
|
(392,415
|
)
|
2,354
|
|
—
|
|
(28,236
|
)
|
|||||||||||
|
Net cash (used in) provided by operating activities
|
(8,711
|
)
|
204,828
|
|
(160,372
|
)
|
—
|
|
—
|
|
35,745
|
|
|||||||||||
|
Cash flows from investing activities:
|
|||||||||||||||||||||||
|
Proceeds from sale of assets or stations
|
—
|
|
—
|
|
106,935
|
|
—
|
|
—
|
|
106,935
|
|
|||||||||||
|
Restricted cash
|
—
|
|
(44
|
)
|
—
|
|
—
|
|
—
|
|
(44
|
)
|
|||||||||||
|
Capital expenditures
|
—
|
|
(2,276
|
)
|
(20,761
|
)
|
—
|
|
—
|
|
(23,037
|
)
|
|||||||||||
|
Net cash (used in) provided by investing activities
|
—
|
|
(2,320
|
)
|
86,174
|
|
—
|
|
—
|
|
83,854
|
|
|||||||||||
|
Cash flows from financing activities:
|
|||||||||||||||||||||||
|
Intercompany transactions, net
|
8,708
|
|
(82,906
|
)
|
74,198
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
|
Repayments of borrowings under revolving credit facilities
|
—
|
|
(20,000
|
)
|
—
|
|
—
|
|
—
|
|
(20,000
|
)
|
|||||||||||
|
Proceeds from exercise of warrants
|
3
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3
|
|
|||||||||||
|
Net cash provided by (used in) financing activities
|
8,711
|
|
(102,906
|
)
|
74,198
|
|
—
|
|
—
|
|
(19,997
|
)
|
|||||||||||
|
Increase in cash and cash equivalents
|
—
|
|
99,602
|
|
—
|
|
—
|
|
—
|
|
99,602
|
|
|||||||||||
|
Cash and cash equivalents at beginning of period
|
—
|
|
31,657
|
|
—
|
|
—
|
|
—
|
|
31,657
|
|
|||||||||||
|
Cash and cash equivalents at end of period
|
$
|
—
|
|
$
|
131,259
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
131,259
|
|
|||||
F-40
CUMULUS MEDIA INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended
December 31, 2015
(Dollars in thousands)
|
Cumulus Media
Inc.
(Parent Guarantor)
|
Cumulus Media
Holdings Inc.
(Subsidiary Issuer)
|
Subsidiary
Guarantors
|
Subsidiary
Non-
guarantors
|
Eliminations
|
Total
Consolidated
|
||||||||||||||||||
|
Cash flows from operating activities:
|
|||||||||||||||||||||||
|
Net (loss) income
|
$
|
(546,494
|
)
|
$
|
(541,253
|
)
|
$
|
(424,877
|
)
|
$
|
(1,349
|
)
|
$
|
967,479
|
|
$
|
(546,494
|
)
|
|||||
|
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
|
|||||||||||||||||||||||
|
Depreciation and amortization
|
—
|
|
1,525
|
|
100,580
|
|
—
|
|
—
|
|
102,105
|
|
|||||||||||
|
Amortization of debt issuance costs/discount
|
—
|
|
9,351
|
|
—
|
|
190
|
|
—
|
|
9,541
|
|
|||||||||||
|
Provision for doubtful accounts
|
—
|
|
—
|
|
4,501
|
|
—
|
|
—
|
|
4,501
|
|
|||||||||||
|
Gain on sale of assets or stations
|
—
|
|
—
|
|
2,856
|
|
—
|
|
—
|
|
2,856
|
|
|||||||||||
|
Impairment on intangible assets and goodwill
|
—
|
|
—
|
|
565,584
|
|
—
|
|
—
|
|
565,584
|
|
|||||||||||
|
Impairment charges - equity interest in Pulser Media Inc.
|
—
|
|
—
|
|
19,364
|
|
—
|
|
—
|
|
19,364
|
|
|||||||||||
|
Deferred income taxes
|
(3,494
|
)
|
(77,584
|
)
|
33,716
|
|
(900
|
)
|
—
|
|
(48,262
|
)
|
|||||||||||
|
Stock-based compensation expense
|
—
|
|
21,033
|
|
—
|
|
—
|
|
—
|
|
21,033
|
|
|||||||||||
|
Gain on early extinguishment of debt
|
—
|
|
(13,222
|
)
|
—
|
|
—
|
|
—
|
|
(13,222
|
)
|
|||||||||||
|
Earnings from consolidated subsidiaries
|
541,253
|
|
424,877
|
|
1,349
|
|
—
|
|
(967,479
|
)
|
—
|
|
|||||||||||
|
Changes in assets and liabilities
|
—
|
|
306,482
|
|
(343,115
|
)
|
2,059
|
|
—
|
|
(34,574
|
)
|
|||||||||||
|
Net cash (used in) provided by operating activities
|
(8,735
|
)
|
131,209
|
|
(40,042
|
)
|
—
|
|
—
|
|
82,432
|
|
|||||||||||
|
Cash flows from investing activities:
|
|||||||||||||||||||||||
|
Proceeds from sale of assets or stations
|
—
|
|
—
|
|
9,201
|
|
—
|
|
—
|
|
9,201
|
|
|||||||||||
|
Restricted cash
|
—
|
|
2,074
|
|
—
|
|
—
|
|
—
|
|
2,074
|
|
|||||||||||
|
Capital expenditures
|
—
|
|
(2,557
|
)
|
(16,679
|
)
|
—
|
|
—
|
|
(19,236
|
)
|
|||||||||||
|
Net cash used in investing activities
|
—
|
|
(483
|
)
|
(7,478
|
)
|
—
|
|
—
|
|
(7,961
|
)
|
|||||||||||
|
Cash flows from financing activities:
|
|||||||||||||||||||||||
|
Intercompany transactions, net
|
8,727
|
|
(56,244
|
)
|
47,517
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
|
Repayments of borrowings under revolving credit facilities
|
—
|
|
(50,000
|
)
|
—
|
|
—
|
|
—
|
|
(50,000
|
)
|
|||||||||||
|
Tax withholding paid on behalf of employees
|
—
|
|
(93
|
)
|
—
|
|
—
|
|
—
|
|
(93
|
)
|
|||||||||||
|
Proceeds from exercise of warrants
|
8
|
|
—
|
|
—
|
|
—
|
|
—
|
|
8
|
|
|||||||||||
|
Net cash provided by (used in) financing activities
|
8,735
|
|
(106,337
|
)
|
47,517
|
|
—
|
|
—
|
|
(50,085
|
)
|
|||||||||||
|
Increase (decrease) in cash and cash equivalents
|
—
|
|
24,389
|
|
(3
|
)
|
—
|
|
—
|
|
24,386
|
|
|||||||||||
|
Cash and cash equivalents at beginning of period
|
—
|
|
7,268
|
|
3
|
|
—
|
|
—
|
|
7,271
|
|
|||||||||||
|
Cash and cash equivalents at end of period
|
$
|
—
|
|
$
|
31,657
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,657
|
|
|
F-41
CUMULUS MEDIA INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended
December 31, 2014
(Dollars in thousands)
|
Cumulus
Media Inc.
(Parent Guarantor)
|
Cumulus Media
Holdings Inc.
(Subsidiary Issuer)
|
Subsidiary
Guarantors
|
Subsidiary
Non-
guarantors
|
Eliminations
|
Total
Consolidated
|
||||||||||||||||||
|
Cash flows from operating activities:
|
|||||||||||||||||||||||
|
Net income (loss)
|
$
|
11,769
|
|
$
|
17,379
|
|
$
|
148,874
|
|
$
|
(1,414
|
)
|
$
|
(164,839
|
)
|
$
|
11,769
|
|
|||||
|
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
|
|||||||||||||||||||||||
|
Depreciation and amortization
|
—
|
|
1,619
|
|
113,656
|
|
—
|
|
—
|
|
115,275
|
|
|||||||||||
|
Amortization of debt issuance costs/discounts
|
—
|
|
9,302
|
|
—
|
|
191
|
|
—
|
|
9,493
|
|
|||||||||||
|
Provision for doubtful accounts
|
—
|
|
—
|
|
4,302
|
|
—
|
|
—
|
|
4,302
|
|
|||||||||||
|
Gain on sale of assets or stations
|
—
|
|
—
|
|
(1,342
|
)
|
—
|
|
—
|
|
(1,342
|
)
|
|||||||||||
|
Fair value adjustment of derivative instruments
|
—
|
|
21
|
|
—
|
|
—
|
|
—
|
|
21
|
|
|||||||||||
|
Deferred income taxes
|
(3,739
|
)
|
(81,993
|
)
|
93,576
|
|
(942
|
)
|
—
|
|
6,902
|
|
|||||||||||
|
Stock-based compensation expense
|
—
|
|
17,638
|
|
—
|
|
—
|
|
—
|
|
17,638
|
|
|||||||||||
|
Earnings from consolidated subsidiaries
|
(17,379
|
)
|
(148,874
|
)
|
1,414
|
|
—
|
|
164,839
|
|
—
|
|
|||||||||||
|
Changes in assets and liabilities
|
—
|
|
349,463
|
|
(368,911
|
)
|
(7,814
|
)
|
—
|
|
(27,262
|
)
|
|||||||||||
|
Net cash (used in) provided by operating activities
|
(9,349
|
)
|
164,555
|
|
(8,431
|
)
|
(9,979
|
)
|
—
|
|
136,796
|
|
|||||||||||
|
Cash flows from investing activities:
|
|
|
|||||||||||||||||||||
|
Restricted cash
|
—
|
|
(3,909
|
)
|
—
|
|
—
|
|
—
|
|
(3,909
|
)
|
|||||||||||
|
Capital expenditures
|
—
|
|
(1,000
|
)
|
(18,006
|
)
|
—
|
|
—
|
|
(19,006
|
)
|
|||||||||||
|
Proceeds from exchange of assets or stations
|
—
|
|
—
|
|
15,843
|
|
—
|
|
—
|
|
15,843
|
|
|||||||||||
|
Acquisition less cash required
|
—
|
|
—
|
|
(8,500
|
)
|
—
|
|
—
|
|
(8,500
|
)
|
|||||||||||
|
Net cash used in investing activities
|
—
|
|
(4,909
|
)
|
(10,663
|
)
|
—
|
|
—
|
|
(15,572
|
)
|
|||||||||||
|
Cash flows from financing activities:
|
|
|
|||||||||||||||||||||
|
Intercompany transactions, net
|
(3,188
|
)
|
(50,909
|
)
|
19,097
|
|
35,000
|
|
—
|
|
—
|
|
|||||||||||
|
Repayment of borrowings under term loans and revolving credit facilities
|
—
|
|
(121,125
|
)
|
—
|
|
(35,000
|
)
|
—
|
|
(156,125
|
)
|
|||||||||||
|
Proceeds from borrowings under term loans and revolving credit facilities
|
—
|
|
—
|
|
—
|
|
10,000
|
|
—
|
|
10,000
|
|
|||||||||||
|
Tax withholding payments on behalf of employees
|
—
|
|
(1,332
|
)
|
—
|
|
—
|
|
—
|
|
(1,332
|
)
|
|||||||||||
|
Proceeds from exercise of warrants
|
113
|
|
—
|
|
—
|
|
—
|
|
—
|
|
113
|
|
|||||||||||
|
Proceeds from exercise of options
|
620
|
|
—
|
|
—
|
|
—
|
|
—
|
|
620
|
|
|||||||||||
|
Deferred financing costs
|
—
|
|
—
|
|
—
|
|
(21
|
)
|
|
|
(21
|
)
|
|||||||||||
|
Net cash (used in) provided by financing activities
|
(2,455
|
)
|
(173,366
|
)
|
19,097
|
|
9,979
|
|
—
|
|
(146,745
|
)
|
|||||||||||
|
(Decrease) increase in cash and cash equivalents
|
(11,804
|
)
|
(13,720
|
)
|
3
|
|
—
|
|
—
|
|
(25,521
|
)
|
|||||||||||
|
Cash and cash equivalents at beginning of period
|
11,804
|
|
20,988
|
|
—
|
|
—
|
|
—
|
|
32,792
|
|
|||||||||||
|
Cash and cash equivalents at end of period
|
$
|
—
|
|
$
|
7,268
|
|
$
|
3
|
|
$
|
—
|
|
$
|
—
|
|
$
|
7,271
|
|
|||||
16. Segment Data
As described above, during the first quarter of 2016 the Company modified its management reporting framework, affecting how the Company evaluates operating performance and internally reports financial information. This modification resulted in a reorganization of its reportable segments.
Historical information has been revised to reflect the change in segments, with no impact on consolidated results.
The Company presents segment adjusted EBITDA ("Adjusted EBITDA") as the financial metric utilized by management and the chief operating decision maker to allocate resources of the Company and to analyze the performance of the Company’s reportable segments. This measure isolates the amount of income generated by our core operations before the incurrence of corporate expenses. Management also uses this measure to determine the contribution of our core operations to the funding of
F-42
our corporate resources utilized to manage our operations and our non-operating expenses including debt service and acquisitions. In addition, Adjusted EBITDA, excluding the impact of LMA fees, is a key metric for purposes of calculating and determining compliance with certain covenants in our Credit Agreement. In deriving this measure, the Company excludes depreciation, amortization, and stock-based compensation expense, as these do not represent cash payments for activities directly related to our core operations. The Company also excludes any gain or loss on the exchange or sale of any assets or stations and any gain or loss on derivative instruments, early extinguishment of debt, and LMA Fees as they do not represent cash transactions nor are they associated with core operations. Expenses relating to acquisitions and restructuring costs are also excluded from the calculation of Adjusted EBITDA as they are not directly related to our core operations. The Company excludes any costs associated with impairment of assets as they do not require a cash outlay.
The Company believes that Adjusted EBITDA, although not a measure that is calculated in accordance with GAAP, nevertheless is commonly employed by the investment community as a measure for determining the market value of a media company. The Company has also observed that Adjusted EBITDA is routinely employed to evaluate and negotiate the potential purchase price for media companies. Given the relevance to the Company’s overall value, the Company believes that investors consider the metric to be extremely useful.
Adjusted EBITDA should not be considered in isolation or as a substitute for net income (loss), operating income, cash flows from operating activities or any other measure for determining the Company’s operating performance or liquidity that is calculated in accordance with GAAP. In addition, Adjusted EBITDA may be defined or calculated differently by other companies, and comparability may be limited.
The Company’s financial data by segment is presented in the tables below:
|
Year Ended December 31, 2016
|
||||||||||||||||
|
Radio Station Group
|
Westwood One
|
Corporate and Other
|
Consolidated
|
|||||||||||||
|
Net revenue
|
$
|
802,396
|
|
$
|
336,610
|
|
$
|
2,394
|
|
$
|
1,141,400
|
|
||||
|
Year Ended December 31, 2015
|
||||||||||||||||
|
Radio Station Group
|
Westwood One
|
Corporate and Other
|
Consolidated
|
|||||||||||||
|
Net revenue
|
$
|
796,383
|
|
$
|
368,968
|
|
$
|
3,328
|
|
$
|
1,168,679
|
|
||||
|
Year Ended December 31, 2014
|
||||||||||||||||
|
Radio Station Group
|
Westwood One
|
Corporate and Other
|
Consolidated
|
|||||||||||||
|
Net revenue
|
$
|
838,567
|
|
$
|
421,000
|
|
$
|
3,856
|
|
$
|
1,263,423
|
|
||||
F-43
|
Year Ended
December 31, |
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
|
Adjusted EBITDA by segment
|
|||||||||||
|
Radio Station Group
|
$
|
218,192
|
|
$
|
241,673
|
|
$
|
273,483
|
|
||
|
Westwood One
|
22,984
|
|
52,958
|
|
$
|
86,231
|
|
||||
|
Segment Adjusted EBITDA
|
241,176
|
|
294,631
|
|
359,714
|
|
|||||
|
Adjustments
|
|||||||||||
|
Corporate and other
|
(35,309
|
)
|
(35,486
|
)
|
$
|
(30,188
|
)
|
||||
|
Income tax benefit (expense)
|
26,154
|
|
45,840
|
|
(10,254
|
)
|
|||||
|
Non operating expense, including net interest expense
|
(136,102
|
)
|
(127,041
|
)
|
(139,807
|
)
|
|||||
|
LMA fees
|
(12,824
|
)
|
(10,129
|
)
|
(7,195
|
)
|
|||||
|
Depreciation and amortization
|
(87,267
|
)
|
(102,105
|
)
|
(115,276
|
)
|
|||||
|
Stock-based compensation expense
|
(2,948
|
)
|
(21,035
|
)
|
(17,638
|
)
|
|||||
|
Gain (loss) on sale of assets or stations
|
95,695
|
|
(2,856
|
)
|
1,343
|
|
|||||
|
Impairment of intangible assets
|
(604,965
|
)
|
(565,580
|
)
|
—
|
|
|||||
|
Impairment charges - equity interest in Pulser Media
|
—
|
|
(19,364
|
)
|
—
|
|
|||||
|
Acquisition-related and restructuring costs
|
(1,817
|
)
|
(16,641
|
)
|
(28,326
|
)
|
|||||
|
Franchise and state taxes
|
(530
|
)
|
50
|
|
(604
|
)
|
|||||
|
Gain on early extinguishment of debt
|
8,017
|
|
13,222
|
|
—
|
|
|||||
|
Consolidated net (loss) income
|
$
|
(510,720
|
)
|
$
|
(546,494
|
)
|
$
|
11,769
|
|
||
F-44
SCHEDULE II
CUMULUS MEDIA INC.
FINANCIAL STATEMENT SCHEDULE
VALUATION AND QUALIFYING ACCOUNTS
|
Fiscal Year
|
Balance at
Beginning
of Year
|
Charged to Costs and Expenses
|
Deductions
|
Balance
at End
of Year
|
||||||||||||
|
Allowance for doubtful accounts
|
||||||||||||||||
|
2016
|
$
|
4,923
|
|
$
|
1,103
|
|
$
|
(1,335
|
)
|
$
|
4,691
|
|
||||
|
2015
|
$
|
6,004
|
|
$
|
4,501
|
|
$
|
(5,582
|
)
|
$
|
4,923
|
|
||||
|
2014
|
$
|
5,306
|
|
$
|
4,302
|
|
$
|
(3,604
|
)
|
$
|
6,004
|
|
||||
|
Valuation allowance on deferred taxes
|
||||||||||||||||
|
2016
|
$
|
17,173
|
|
$
|
32
|
|
$
|
—
|
|
$
|
17,205
|
|
||||
|
2015
|
$
|
18,991
|
|
$
|
517
|
|
$
|
(2,335
|
)
|
$
|
17,173
|
|
||||
|
2014
|
$
|
16,802
|
|
$
|
2,189
|
|
$
|
—
|
|
$
|
18,991
|
|
||||
S-1
EXHIBIT INDEX
|
3.1
|
Third Amended and Restated Certificate of Incorporation of Cumulus Media Inc.
|
|
|
10.18
|
Employment Agreement, dated July 1, 2016, by and between Cumulus Media Inc. and John Abbot.
|
|
|
10.23
|
Form of Indemnification Agreement with directors and certain executive officers.
|
|
|
10.24
|
Refinancing Support Agreement, dated December 6, 2016, by and among Cumulus Media Inc., Cumulus Media Holdings Inc., and certain direct and indirect subsidiaries and Supporting Noteholders
|
|
|
12.1
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
21.1
|
Subsidiaries of Cumulus Media Inc.
|
|
|
23.1
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
31.1
|
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.1
|
Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101.INS
|
XBRL Instance Document.
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors and Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary