Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |||
Sep. 30, 2013 | Oct. 22, 2013 | Oct. 22, 2013 | Oct. 22, 2013 | |
Class A common stock | Class B common stock | Class C common stock | ||
Document Information [Line Items] | ||||
Entity Registrant Name | CUMULUS MEDIA INC | |||
Trading Symbol | CMLS | |||
Entity Central Index Key | 1058623 | |||
Current Fiscal Year End Date | -19 | |||
Entity Filer Category | Accelerated Filer | |||
Document Type | 10-Q | |||
Document Period End Date | 30-Sep-13 | |||
Document Fiscal Year Focus | 2013 | |||
Document Fiscal Period Focus | Q3 | |||
Amendment Flag | FALSE | |||
Entity Common Stock, Shares Outstanding | 189,115,136 | 15,424,944 | 644,871 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $64,170 | $88,050 |
Restricted cash | 3,729 | 5,921 |
Accounts receivable, less allowance for doubtful accounts of $3,728 and $4,131 at September 30, 2013 and December 31, 2012, respectively | 194,872 | 207,563 |
Trade receivable | 7,821 | 6,104 |
Deferred income taxes | 30,575 | 25,145 |
Prepaid expenses and other current assets | 23,640 | 20,336 |
Total current assets | 324,807 | 353,119 |
Property and equipment, net | 240,915 | 255,903 |
Broadcast licenses | 1,640,829 | 1,602,373 |
Other intangible assets, net | 194,653 | 258,761 |
Goodwill | 1,205,195 | 1,195,594 |
Other assets | 70,740 | 77,825 |
Total assets | 3,677,139 | 3,743,575 |
Current liabilities: | ||
Accounts payable and accrued expenses | 91,728 | 102,586 |
Trade payable | 7,107 | 4,803 |
Current portion of long-term debt | 38,092 | 76,468 |
Other current liabilities | 3,714 | 11,386 |
Total current liabilities | 140,641 | 195,243 |
Long-term debt, excluding 7.75% senior notes | 1,966,230 | 2,014,599 |
7.75% senior notes | 610,000 | 610,000 |
Other liabilities | 39,587 | 45,313 |
Deferred income taxes | 575,007 | 559,918 |
Total liabilities | 3,408,706 | 3,425,073 |
Redeemable preferred stock: | ||
Preferred stock redeemed value | 0 | 71,869 |
Stockholdersb equity: | ||
Treasury stock, at cost, 24,173,569 and 24,162,676 shares at September 30, 2013 and December 31, 2012, respectively | -250,917 | -252,001 |
Additional paid-in-capital | 1,510,329 | 1,514,849 |
Accumulated deficit | -993,053 | -1,018,202 |
Total stockholdersb equity | 268,433 | 246,633 |
Total liabilities, redeemable preferred stock and stockholdersb equity | 3,677,139 | 3,743,575 |
Series B cumulative redeemable preferred stock | ||
Current liabilities: | ||
Series B cumulative redeemable preferred stock | 77,241 | 0 |
Series A cumulative redeemable preferred stock | ||
Redeemable preferred stock: | ||
Preferred stock redeemed value | 0 | 71,869 |
Class A common stock | ||
Stockholdersb equity: | ||
Common stock | 1,914 | 1,827 |
Class B common stock | ||
Stockholdersb equity: | ||
Common stock | 154 | 154 |
Class C common stock | ||
Stockholdersb equity: | ||
Common stock | $6 | $6 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 16, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | 13-May-11 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | 7.75% Senior Notes | 7.75% Senior Notes | 7.75% Senior Notes | Series A cumulative redeemable preferred stock | Series A cumulative redeemable preferred stock | Class A common stock | Class A common stock | Class B common stock | Class B common stock | Class C common stock | Class C common stock | |||
Condensed Financial Statements, Captions [Line Items] | ||||||||||||||
Allowance for doubtful accounts | $3,728 | $4,131 | ||||||||||||
Preferred stock, par/stated value | $0.01 | $0.01 | $1,000 | $1,000 | ||||||||||
Treasury stock, shares | 24,130,375 | 24,162,676 | ||||||||||||
Interest on borrowings, per annum | 7.75% | 7.75% | 7.75% | |||||||||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||
Preferred stock, shares issued | 0 | 75,767 | ||||||||||||
Preferred stock, shares outstanding | 0 | 75,767 | ||||||||||||
Common stock, par value | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 | ||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 600,000,000 | 600,000,000 | 644,871 | 644,871 | ||||||||
Common stock, shares issued | 191,473,932 | 182,682,073 | 15,424,944 | 15,424,944 | 644,871 | 644,871 | ||||||||
Common stock, shares outstanding | 167,300,363 | 158,519,394 | 15,424,944 | 15,424,944 | 644,871 | 644,871 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements Of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Broadcast revenues | $280,156 | $274,160 | $802,704 | $790,870 |
Management fees | 917 | 1,190 | 917 | 1,516 |
Net revenues | 281,073 | 275,350 | 803,621 | 792,386 |
Operating expenses: | ||||
Direct operating expenses (excluding depreciation, amortization and LMA fees) | 174,038 | 161,740 | 509,972 | 484,106 |
Depreciation and amortization | 28,942 | 35,239 | 86,809 | 106,321 |
LMA fees | 628 | 928 | 2,356 | 2,652 |
Corporate, general and administrative expenses (including stock-based compensation expense of $2,259, $2,764, $7,393 and $15,671, respectively) | 11,757 | 12,979 | 33,365 | 46,473 |
Gain on sale of stations | 5,198 | 0 | 3,662 | 0 |
Loss (gain) on derivative instrument | 172 | -129 | -2,672 | 624 |
Impairment of intangible assets | 0 | 0 | 0 | 12,435 |
Total operating expenses | 210,339 | 210,757 | 626,168 | 652,611 |
Operating income | 70,734 | 64,593 | 177,453 | 139,775 |
Non-operating (expense) income: | ||||
Interest expense, net | -45,194 | -49,757 | -133,279 | -150,179 |
Loss on early extinguishment of debt | 0 | 0 | -4,539 | 0 |
Other expense, net | -140 | -224 | -400 | -34 |
Total non-operating expense, net | -45,334 | -49,981 | -138,218 | -150,213 |
Income (loss) from continuing operations before income taxes | 25,400 | 14,612 | 39,235 | -10,438 |
Income tax (expense) benefit | -18,363 | 12,175 | -14,087 | 22,862 |
Income from continuing operations | 7,037 | 26,787 | 25,148 | 12,424 |
Income from discontinued operations, net of taxes | 0 | 29,258 | 0 | 39,635 |
Net income | 7,037 | 56,045 | 25,148 | 52,059 |
Less: dividends declared and accretion of redeemable preferred stock | 4,369 | 5,274 | 10,676 | 17,765 |
Income attributable to common shareholders | $2,668 | $50,771 | $14,472 | $34,294 |
Basic and diluted income (loss) per common share (see Note 12, bEarnings Per Shareb): | ||||
Basic: Income (loss) from continuing operations per share | $0.01 | $0.10 | $0.06 | ($0.03) |
Income from discontinued operations per share | $0 | $0.14 | $0 | $0.25 |
Income per share | $0.01 | $0.24 | $0.06 | $0.22 |
Diluted: Income (loss) from continuing operations per share | $0.01 | $0.10 | $0.06 | ($0.03) |
Income from discontinued operations per share | $0 | $0.14 | $0 | $0.25 |
Income per share | $0.01 | $0.24 | $0.06 | $0.22 |
Weighted average basic common shares outstanding | 179,699,739 | 169,510,007 | 176,994,583 | 158,902,196 |
Weighted average diluted common shares outstanding | 183,131,260 | 176,352,267 | 180,032,349 | 158,902,196 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements Of Operations (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Stock-based compensation expense | $2,259 | $2,764 | $7,393 | $15,671 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements Of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ||
Net income | $25,148 | $52,059 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 86,809 | 107,481 |
Amortization of debt issuance costs/discounts | 7,515 | 7,581 |
Provision for doubtful accounts | 2,002 | 2,892 |
Gain on sale of assets or stations | -3,556 | -163 |
Gain on exchange on assets or stations | 0 | -63,228 |
Impairment of intangible assets | 0 | 12,435 |
Loss on early extinguishment of debt | 4,539 | 0 |
Fair value adjustment of derivative instruments | -2,657 | 935 |
Deferred income taxes | 9,659 | 6,043 |
Stock-based compensation expense | 7,393 | 15,671 |
Changes in assets and liabilities: | ||
Accounts receivable | 10,686 | 15,174 |
Trade receivable | -1,717 | -1,106 |
Prepaid expenses and other current assets | -3,350 | -8,130 |
Other assets | -69 | 1,451 |
Accounts payable and accrued expenses | -11,281 | -4,421 |
Trade payable | 2,304 | 624 |
Other liabilities | -5,758 | -16,598 |
Net cash provided by operating activities | 127,667 | 128,700 |
Cash flows from investing activities: | ||
Restricted cash | -2,192 | -600 |
Acquisition less cash acquired | -52,685 | 0 |
Initial payment of Green Bay Option | -5,000 | 0 |
Proceeds from sale of assets or stations | 6,492 | 426 |
Proceeds from exchange of assets or stations | -8,448 | -4,655 |
Proceeds from exchange of assets or stations | 0 | 114,918 |
Net cash (used in) provided by investing activities | -57,449 | 111,289 |
Cash flows from financing activities: | ||
Repayment of borrowings under term loans and revolving credit facilities | -88,931 | -161,000 |
Tax withholding payments on behalf of employees for stock based compensation | -337 | -1,909 |
Exercise of warrants | 64 | 136 |
Exercise of options | 614 | 0 |
Series A Preferred stock dividends | -9,395 | -11,599 |
Redemption of Series A preferred stock | -73,150 | -49,233 |
Proceeds from issuance of Series B preferred stock | 77,241 | 0 |
Deferred financing costs | -204 | 0 |
Net cash used in financing activities | -94,098 | -223,605 |
(Decrease) increase in cash and cash equivalents | -23,880 | 16,384 |
Cash and cash equivalents at beginning of period | 88,050 | 30,592 |
Cash and cash equivalents at end of period | 64,170 | 46,976 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 112,716 | 133,975 |
Income taxes paid | 3,085 | 3,956 |
Supplemental disclosures of non-cash flow information: | ||
Compensation held in trust | 0 | 24,807 |
Trade revenue | 18,661 | 20,396 |
Trade expense | $20,484 | $19,114 |
Description_of_Business_Interi
Description of Business, Interim Financial Data and Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | |
Description of Business, Interim Financial Data and Basis of Presentation | Description of Business, Interim Financial Data and Basis of Presentation: |
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. | |
Nature of Business | |
Cumulus Media owns and operates commercial radio station clusters throughout the United States, and we believe we are the largest pure-play radio broadcaster in the United States based on number of stations owned and operated. At September 30, 2013, Cumulus Media owned or operated approximately 520 radio stations (including under local marketing agreements, or “LMAs", for 14 radio stations) in 108 United States media markets. Additionally, we create audio content and partner with third parties to create audio content to support nationwide radio networks serving over 5,500 stations. At September 30, 2013, under LMAs we are provided sales and marketing services of radio stations in the United States. | |
Interim Financial Data | |
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company and the notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. The accompanying unaudited interim condensed consolidated financial statements include the condensed consolidated accounts of Cumulus and its wholly-owned subsidiaries, with all significant intercompany balances and transactions eliminated in consolidation. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of our results of operations for, and financial condition as of the end of, the interim periods have been made. The results of operations for the three months and nine months ended September 30, 2013, the cash flows for the nine months ended September 30, 2013 and the Company’s financial condition as of September 30, 2013, are not necessarily indicative of the results of operations or cash flows that can be expected for, or the Company’s financial condition as of, any other interim period or for the fiscal year ending December 31, 2013. | |
Use of Estimates | |
The preparation of financial statements in conformity with 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 evaluates its estimates, including those related to bad debts, intangible assets, derivative financial instruments, income taxes, stock-based compensation, contingencies, litigation and purchase price allocations. The Company bases 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. | |
Reclassifications | |
Certain account balances in the 2012 periods have been reclassified to conform with classifications currently in use. | |
Recent Accounting Pronouncements | |
ASU 2012-02. In July 2012, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2012-02. The amendments in this ASU give companies the option to perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired rather than calculating the fair value of the indefinite-lived intangible asset. It was effective prospectively for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company adopted this guidance effective January 1, 2013. The adoption of this guidance did not have an impact on the Company’s interim financial statements. | |
ASU 2013-04. In February 2013, the FASB issued ASU 2013-04, which provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements where the total obligation is fixed at the reporting date, and for which no specific guidance currently exists. This ASU is effective for annual reporting periods beginning on or after December 15, 2013 and subsequent interim periods. The Company is currently assessing the expected impact, if any, on the consolidated financial statements. |
Acquisitions_and_Dispositions
Acquisitions and Dispositions | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Business Combinations [Abstract] | |||||||
Acquisitions and Dispositions | Acquisitions and Dispositions | ||||||
2013 Acquisitions and Dispositions | |||||||
WFME Asset Exchange | |||||||
On January 8, 2013 the Company completed its previously announced asset exchange (the “WFME Asset Exchange”) with Family Stations, Inc., pursuant to which it exchanged its WDVY station in New York plus $40.0 million in cash for Family Stations’ WFME station in Newark, New Jersey. The total purchase price is subject to an increase of up to $10 million if certain future conditions are met as detailed in the purchase agreement. The Company has estimated the fair value of the contingent consideration to be less than $0.1 million as of September 30, 2013. Any future change in the estimated fair value of the contingent consideration will be recorded in the Company’s results of operations in the period of such change. This acquisition provided Cumulus with a radio station in the United States’ largest media market, for the national NASH entertainment brand based on the country music lifestyle. | |||||||
The table below summarizes the preliminary purchase price allocation in the WFME Asset Exchange (dollars in thousands): | |||||||
Allocation | Amount | ||||||
Other assets | $ | 1,460 | |||||
Goodwill | 11,461 | ||||||
Broadcast licenses | 27,100 | ||||||
Plant, property, and equipment, net | 62 | ||||||
Total purchase price | 40,083 | ||||||
Less: Cash consideration | (40,000 | ) | |||||
Less: Carrying value of station transferred | (52 | ) | |||||
Less: Contingent consideration | (31 | ) | |||||
Gain on asset exchange | $ | — | |||||
The material assumptions utilized in the valuation of intangible assets included overall future market revenue growth rates for the residual year of approximately 2.0% and a weighted average cost of capital of 10.0%. Goodwill was equal to the difference between the purchase price and the value assigned to tangible and intangible assets acquired and liabilities. All of the goodwill is deductible for tax purposes. | |||||||
Pamal Broadcasting Asset Purchase | |||||||
On January 17, 2013, the Company completed the acquisition of WMEZ-FM and WXBM-FM from Pamal Broadcasting Ltd. for a purchase price of $6.5 million (the "Pamal Broadcasting Asset Purchase"). The transaction was part of the Company’s ongoing efforts to focus on radio stations in larger markets and geographically strategic regional clusters. | |||||||
Revenues of $0.5 million and $1.4 million attributable to the Pamal Broadcasting Asset Purchase were included in the Company’s condensed consolidated statement of operations for the three and nine months ended September 30, 2013, respectively. | |||||||
The table below summarizes the preliminary purchase price allocation among the tangible and intangible assets acquired in the Pamal Broadcasting Asset Purchase (dollars in thousands): | |||||||
Allocation | Amount | ||||||
Plant, property, and equipment, net | $ | 783 | |||||
Broadcast licenses | 5,700 | ||||||
Total purchase price | $ | 6,483 | |||||
2012 Acquisitions and Dispositions | |||||||
Townsquare Asset Exchange | |||||||
On July 31, 2012, the Company completed its sale of 55 stations in eleven non-strategic markets to Townsquare Media, LLC (“Townsquare Asset Exchange”) in exchange for ten of Townsquare's radio stations in Bloomington, IL and Peoria, IL, plus approximately $114.9 million in cash. The transaction was part of the Company's ongoing efforts to focus on radio stations in larger markets and geographically strategic regional clusters. The stations sold by the Company operated in the following markets: Augusta, ME; Bangor, ME; Binghamton, NY; Bismarck, ND; Grand Junction, CO; Killeen-Temple, TX; New Bedford, MA; Odessa-Midland, TX; Presque Isle, ME; Sioux Falls, SD and Tuscaloosa, AL. | |||||||
The table below summarizes the final purchase price allocation in the Townsquare Asset Exchange (dollars in thousands): | |||||||
Allocation | Amount | ||||||
Current assets | $ | 149 | |||||
Property and equipment | 4,690 | ||||||
Broadcast licenses | 11,900 | ||||||
Goodwill | 3,014 | ||||||
Other intangibles | 200 | ||||||
Current liabilities | (207 | ) | |||||
Total purchase price | 19,746 | ||||||
Less: Carrying value of stations transferred | (71,697 | ) | |||||
Add: Cash received | 114,918 | ||||||
Gain on asset exchange | $ | 62,967 | |||||
The material assumptions utilized in the valuation of intangible assets acquired and liabilities assumed included overall future market revenue growth rates for the residual year of approximately 2.0% and a weighted average cost of capital of 10%. Goodwill was equal to the difference between the purchase price and the value assigned to the tangible and intangible assets acquired and liabilities assumed. $1.1 million of the acquired goodwill is deductible for tax purposes. | |||||||
The definite-lived intangible assets acquired in the Townsquare Asset Exchange are being amortized in relation to the expected economic benefits of such assets over their estimated useful lives and consist of the following (dollars in thousands): | |||||||
Description | Estimated Useful | Fair Value | |||||
Life in Years | |||||||
Advertising relationships | 6 | $ | 200 | ||||
AR Broadcasting Asset Purchase | |||||||
On September 25, 2012, the Company entered into an asset purchase agreement with AR Broadcasting, LLC, AR Licensing, LLC, CMP KC Corp. and CMP Houston-KC, LLC to acquire the KCHZ-FM and KMJK-FM radio stations operated in the Kansas City market for an aggregate purchase price of $18.1 million (the "AR Broadcasting Asset Purchase"). The transaction was part of the Company’s ongoing efforts to focus on radio stations in larger markets and geographically strategic regional clusters. | |||||||
On December 6, 2012, the Company completed the acquisition of KCHZ-FM for a purchase price of $11.2 million. The Company paid $10.0 million in cash at closing with the remaining $1.2 million paid in January 2013 upon the closing of the acquisition of KMJK-FM. | |||||||
On January 28, 2013, the Company completed the AR Broadcasting Asset Purchase, acquiring KMJK-FM for a purchase price of $6.9 million. | |||||||
Revenues of $1.5 million and $4.1 million attributable to the AR Broadcasting Asset Purchase were included in the Company’s condensed consolidated statement of operations for the three and nine months ended September 30, 2013, respectively. | |||||||
The table below summarizes the preliminary purchase price allocation among the tangible and intangible assets acquired and liabilities assumed in the AR Broadcasting Asset Purchase (dollars in thousands): | |||||||
Allocation | Amount | ||||||
Current assets | $ | 93 | |||||
Plant, property, and equipment, net | 1,256 | ||||||
Other assets | 23 | ||||||
Broadcast licenses | 16,850 | ||||||
Current liabilities | (152 | ) | |||||
Total purchase price | $ | 18,070 | |||||
The following pro forma information assumes the Townsquare Asset Exchange occurred as of January 1, 2011. This pro forma financial information has been prepared based on estimates and assumptions, which management believes are reasonable, and is not necessarily indicative of the consolidated financial position or results of operations that Cumulus would have achieved had the Townsquare Asset Exchange actually occurred on January 1, 2011 or on any other historical date, nor is it reflective of the Company’s expected actual financial position or results of operations for any future period (dollars in thousands): | |||||||
Unaudited | |||||||
Supplemental | |||||||
Pro Forma Data | |||||||
Three Months Ended | Nine Months Ended | ||||||
September 30, | September 30, | ||||||
Description | 2012 | 2012 | |||||
Net revenue | $ | 276,166 | $ | 798,681 | |||
Net income | 17,684 | 13,512 | |||||
The pro forma financial information set forth above for the three and nine months ended September 30, 2012 includes adjustments to reflect: (i) depreciation and amortization expense based on the fair value of long-lived assets acquired in the Townsquare Asset Exchange; (ii) certain other pro forma adjustments that would be required to be made to prepare pro forma financial information under ASC Topic 805, Business Combinations. | |||||||
Pro forma financial information for the WFME Asset Exchange, AR Broadcasting Asset Purchase and the Pamal Broadcasting Asset Purchase is not required, as such information is not material to the Company's financial statements. | |||||||
Pending Acquisitions and Dispositions | |||||||
Acquisition of Dial Global (now known as Westwood One) | |||||||
On August 30, 2013, Cumulus announced that it had entered into an agreement to acquire Dial Global, Inc., now known as WestwoodOne ("Dial Global"), an independent, full-service radio network company offering news, sports, formats, prep services, talk and music programming, jingles and imaging, and special events, as well as national advertising sales representation, the ("Dial Global Acquisition"). The Dial Global Acquisition is expected to add sports, news, talk, music and programming services content – enabling the Company to provide an even broader array of programming content to | |||||||
approximately 10,000 U.S. radio stations, other media platforms and international platforms. New content to be acquired through the Dial Global Acquisition will include NFL, NCAA, NASCAR, Olympics, AP Radio News, NBC News and other popular programming. | |||||||
Pursuant to the Dial Global Acquisition, Dial Global will become a wholly owned subsidiary of the Company and, in connection therewith, all of the issued and outstanding shares of capital stock of Dial Global will be automatically canceled and converted into the right to receive an aggregate of approximately $45 million in cash, and Dial Global will repay all of its outstanding indebtedness, including approximately $215 million with cash from the Company. The Company expects to fund the purchase price to complete the Dial Global Acquisition with proceeds from its sale of stations in the Townsquare Transactions (defined below), together with available cash. | |||||||
Completion of the Dial Global Acquisition is subject to various customary closing conditions, as well as regulatory approval by the FCC, the absence of a material adverse effect on Dial Global’s business prior to closing, and the completion of the Townsquare Transactions. | |||||||
Townsquare Tranactions | |||||||
Also on August 30, 2013, the Company entered into an agreement with Townsquare Media, LLC ("Townsquare") pursuant to which it agreed to sell Townsquare 53 radio stations in 12 small and mid-sized markets for approximately $238 million in cash (the “Townsquare Transaction”) and to swap 15 radio stations in two small and mid-sized markets with Townsquare in exchange for five radio stations in Fresno, California. The Company intends to use the net proceeds from the Townsquare Transaction to pay a portion of the purchase price to complete the Dial Global Acquisition. | |||||||
Completion of the Townsquare Transaction is subject to various customary closing conditions, as well as regulatory approval by the FCC. |
Discontinued_Operations
Discontinued Operations | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||
Discontinued Operations | Discontinued Operations | |||||||
On July 31, 2012, the Company completed the Townsquare Asset Exchange. The results of operations associated with the stations disposed of in the Townsquare Asset Exchange are separately reported within discontinued operations, net of the related tax impact, in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2012. | ||||||||
Components of Results of Discontinued Operations | ||||||||
For the three and nine months ended September 30, 2012, income from discontinued operations was as follows (dollars in thousands): | ||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
2012 | 2012 | |||||||
Discontinued operations: | ||||||||
Net revenue | $ | 3,534 | $ | 23,855 | ||||
Operating income | 1,458 | 8,227 | ||||||
Non-operating expenses | 63,226 | 63,219 | ||||||
Income from discontinued operations before taxes | 64,684 | 71,446 | ||||||
Income tax benefit | (35,426 | ) | (31,811 | ) | ||||
Income from discontinued operations | $ | 29,258 | $ | 39,635 | ||||
During the three and nine months ended September 30, 2012, the Company recognized a $7.2 million deferred tax benefit related to settlement of deferred tax liabilities associated with the indefinite lived intangible assets disposed of in the Townsquare Asset Exchange. The deferred tax benefit is reflected in income tax expense for discontinued operations for those periods. |
Restricted_Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2013 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted Cash |
As of September 30, 2013 and December 31, 2012, the Company’s balance sheet included approximately $3.7 million and $5.9 million in restricted cash, respectively, of which $2.3 million at each date related to a cash reserve from the Company’s previously completed acquisition of Citadel Broadcasting Corporation (“Citadel”) (the “Citadel Merger”). The reserve is expected to be used to satisfy the remaining allowed, disputed or not reconciled unsecured claims related to Citadel’s prior bankruptcy proceedings. At both September 30, 2013 and December 31, 2012, $0.6 million of the restricted cash balance related to securing the maximum exposure generated by automated clearing house transactions in the Company’s operating bank accounts and as dictated by the Company’s bank’s internal policies with respect to cash. At September 30, 2013 and December 31, 2012, $0.8 million and $0.7 million, respectively, of the restricted cash balance related to collateral on the Company’s letters of credit. At December 31, 2012, the Company held $2.3 million in escrow related to pending acquisitions. |
Intangible_Assets_and_Goodwill
Intangible Assets and Goodwill | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||
Intangible Assets and Goodwill | Intangible Assets and Goodwill | |||||||||||
The following table presents the changes in intangible assets, other than goodwill, during the periods from January 1, 2012 to December 31, 2012 and January 1, 2013 to September 30, 2013, and balances as of such dates (dollars in thousands): | ||||||||||||
Indefinite-Lived | Definite-Lived | Total | ||||||||||
Intangible Assets: | ||||||||||||
Balance as of January 1, 2012 | $ | 1,625,415 | $ | 390,509 | $ | 2,015,924 | ||||||
Purchase price allocation adjustments | — | (1,027 | ) | (1,027 | ) | |||||||
Acquisition | 22,253 | 376 | 22,629 | |||||||||
Impairment | (14,706 | ) | (12,435 | ) | (27,141 | ) | ||||||
Disposition | (30,589 | ) | (6,880 | ) | (37,469 | ) | ||||||
Amortization | — | (112,240 | ) | (112,240 | ) | |||||||
Balance as of December 31, 2012 | 1,602,373 | 258,303 | 1,860,676 | |||||||||
Acquisition | 44,839 | 773 | 45,612 | |||||||||
Disposition | (6,383 | ) | — | (6,383 | ) | |||||||
Amortization | — | (64,423 | ) | (64,423 | ) | |||||||
Balance as of September 30, 2013 | $ | 1,640,829 | $ | 194,653 | $ | 1,835,482 | ||||||
The following table presents the changes in goodwill and accumulated impairment losses during the periods from January 1, 2013 to September 30, 2013 and January 1, 2012 to September 30, 2012, and balances as of such dates (dollars in thousands): | ||||||||||||
Goodwill: | 2013 | 2012 | ||||||||||
Balance as of January 1: | ||||||||||||
Goodwill | $ | 1,525,335 | $ | 1,564,253 | ||||||||
Accumulated impairment losses | (329,741 | ) | (229,741 | ) | ||||||||
Subtotal | 1,195,594 | 1,334,512 | ||||||||||
Acquisition | 11,703 | 3,014 | ||||||||||
Purchase price allocation adjustments | — | (9,550 | ) | |||||||||
Finalization of purchase accounting for fourth quarter 2012 acquisitions | (1,889 | ) | — | |||||||||
Disposition | (213 | ) | (31,628 | ) | ||||||||
Balance as of September 30: | ||||||||||||
Goodwill | 1,534,936 | 1,526,089 | ||||||||||
Accumulated impairment losses | (329,741 | ) | (229,741 | ) | ||||||||
Total | $ | 1,205,195 | $ | 1,296,348 | ||||||||
The Company has significant intangible assets recorded comprised primarily of broadcast licenses and goodwill acquired through the acquisition of radio stations. The Company reviews the carrying value of its indefinite lived intangible assets and goodwill at least annually for impairment. If the carrying value exceeds the estimate of fair value, the Company calculates impairment as the excess of the carrying value of goodwill over its estimated fair value and charges the impairment to results of operations in the period in which the impairment occurred. The Company reviews the carrying value of its definite-lived intangible assets for recoverability whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. | ||||||||||||
In connection with each of the WFME Asset Exchange, the Pamal Broadcasting Asset Purchase, and the AR Broadcasting Asset Purchase, the Company made certain allocations of the purchase price paid therein among each of the tangible and intangible assets and liabilities assumed, including goodwill. Such purchase price allocations are preliminary and subject to change during the respective measurement periods. Any such changes could be material and could result in significantly different allocations from those contained in the tables above. |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 9 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||
Derivative Financial Instruments | Derivative Financial Instruments | |||||||||||||||||
The Company’s derivative financial instruments consist of the following: | ||||||||||||||||||
Interest Rate Cap | ||||||||||||||||||
On December 8, 2011, the Company entered into an interest rate cap agreement with JPMorgan Chase Bank, N.A. (“JPMorgan”), to limit the Company’s exposure to interest rate risk. The interest rate cap has an aggregate notional amount of $71.3 million. The agreement caps the LIBOR-based variable interest rate component of the Company’s long-term debt at a maximum of 3.0% on an equivalent amount of the Company’s term loans. The unaudited condensed consolidated balance sheets as of September 30, 2013 and December 31, 2012 include long term-assets of less than $0.1 million dollars attributable to the fair value of the interest rate cap. The Company reported interest expense of less than $0.1 million during each of the three months and nine months ended September 30, 2013, and interest expense of $0.1 million and $0.3 million for the three and nine months ended September 30, 2012, respectively, attributed to the change in fair value adjustment. The interest rate cap matures on December 8, 2015. | ||||||||||||||||||
The Company does not utilize financial instruments for trading or other speculative purposes. | ||||||||||||||||||
Green Bay Option | ||||||||||||||||||
On April 10, 2009, Clear Channel and the Company entered into an LMA pursuant to which the Company has been responsible for operating (i.e., programming, advertising, etc.) five radio stations in Green Bay, Wisconsin, for a monthly fee payable to Clear Channel of approximately $0.2 million in exchange for the Company retaining the operating profits from managing the radio stations. On July 19, 2013, the Company received notice from Clear Channel that it would exercise the put option contained in this LMA, which requires the Company to purchase the five stations subject to the LMA for $17.6 million (the fair value of those stations at the time of execution of the LMA) (the "Green Bay Option"). In accordance with the terms of the agreement, the Company made a requisite $5 million payment. Completion of these station acquisitions are subject to FCC regulatory approval and other customary conditions. The Company currently expects that the transactions contemplated by the exercise of the Green Bay Option will be completed by early 2014, although no assurances can be provided. | ||||||||||||||||||
The Company accounts for the Green Bay Option as a derivative contract. Accordingly, the fair value of the Green Bay Option is recorded as a liability with subsequent changes in the fair value recorded through earnings. The fair value of the Green Bay Option was determined using inputs that are supported by little or no market activity (a “Level 3” measurement). The fair value represents an estimate of the amount that the Company would pay if the option were transferred to another party as of the date of the valuation. | ||||||||||||||||||
The unaudited condensed consolidated balance sheets as of September 30, 2013 and December 31, 2012 reflect other current liabilities of $3.7 million and $11.4 million to include the fair value of the Green Bay Option (See Note 8 “Fair Value Measurements”). The Company recorded a $0.2 million loss and $2.7 million gain on derivative instrument associated with marking to market the Green Bay Option to reflect the fair value of the option during each of the three and nine months ended September 30, 2013, respectively. | ||||||||||||||||||
The location and fair value amounts of derivatives in the unaudited condensed consolidated balance sheets are shown in the following table (dollars in thousands): | ||||||||||||||||||
Fair Value | ||||||||||||||||||
Derivative Instruments | Balance Sheet Location | September 30, 2013 | December 31, | |||||||||||||||
2012 | ||||||||||||||||||
Derivatives not designated as hedging instruments: | ||||||||||||||||||
Interest rate cap | Other long-term assets | $ | 29 | $ | 44 | |||||||||||||
Green Bay Option | Other current liabilities | (3,714 | ) | (11,386 | ) | |||||||||||||
Total | $ | (3,685 | ) | $ | (11,342 | ) | ||||||||||||
The location and effect of derivatives in the unaudited condensed consolidated statements of operations are shown in the following table (dollars in thousands): | ||||||||||||||||||
Recognized on Derivatives | ||||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||
September 30, | September 30, | |||||||||||||||||
Derivative Instruments | Statement of Operations Location | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Interest rate cap | Interest expense | $ | 42 | $ | 61 | $ | 15 | $ | 311 | |||||||||
Green Bay Option | Loss (gain) on derivative instrument | 172 | (129 | ) | (2,672 | ) | 624 | |||||||||||
Total | $ | 214 | $ | (68 | ) | $ | (2,657 | ) | $ | 935 | ||||||||
LongTerm_Debt
Long-Term Debt | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Long-Term Debt | Long-Term Debt | |||||||
The Company’s long-term debt consisted of the following as of September 30, 2013 and December 31, 2012 (dollars in thousands): | ||||||||
September 30, 2013 | December 31, | |||||||
2012 | ||||||||
Term Loan and Revolving Credit Facilities: | ||||||||
First Lien Term Loan | $ | 1,237,260 | $ | 1,321,687 | ||||
Second Lien Term Loan | 785,496 | 790,000 | ||||||
Revolving Credit Facility | — | — | ||||||
Less: Term Loan discount | (18,434 | ) | (20,620 | ) | ||||
Total Term Loan and Revolving Credit Facilities | 2,004,322 | 2,091,067 | ||||||
7.75% Senior Notes | 610,000 | 610,000 | ||||||
Less: Current portion of long-term debt | (38,092 | ) | (76,468 | ) | ||||
Long-term debt, net | $ | 2,576,230 | $ | 2,624,599 | ||||
First Lien and Second Lien Credit Facilities | ||||||||
On September 16, 2011, the Company entered into a (i) First Lien Credit Agreement (as amended and restated, the “First Lien Facility”), among the Company, Cumulus Holdings, as Borrower, and certain agents and lenders thereto; and (ii) Second Lien Credit Agreement (the “Second Lien Facility” and, together with the First Lien Facility, the “2011 Credit Facilities”), among the Company, Cumulus Holdings, as Borrower, and certain agents and lenders thereto. | ||||||||
The First Lien Facility (as amended to date) consists of a $1.325 billion first lien term loan facility, net of an original issue discount of $13.5 million, maturing in September 2018 (the “First Lien Term Loan”), and a $150.0 million revolving credit facility, maturing in September 2016 (the “Revolving Credit Facility”). Under the Revolving Credit Facility, up to $15.0 million of availability may be drawn in the form of letters of credit and up to $15.0 million is available for swingline borrowings. The Second Lien Facility consists of a $790.0 million second lien term loan facility, net of an original issue discount of $12.0 million, maturing in September 2019 (the “Second Lien Term Loan”). | ||||||||
On May 31, 2013, the Company entered into an amendment (the “Amendment”) to its First Lien Facility. Pursuant to the Amendment, the consolidated total net leverage ratio covenant contained in the First Lien Facility with which the Company was required to comply in the event amounts were outstanding under the Revolving Credit Facility was replaced with a consolidated first lien net leverage ratio covenant, and the total commitments under the Revolving Credit Facility were reduced from $300.0 million to $150.0 million. | ||||||||
The Amendment constituted an extinguishment of debt for accounting purposes. As a result, the Company wrote off $4.5 million of deferred financing costs related to the Revolving Credit Facility, which has been included in “Loss on early extinguishment of debt” in the unaudited condensed consolidated statement of operations for the nine months ended September 30, 2013. | ||||||||
On December 20, 2012, the Company entered into an amendment and restatement (the “Amendment and Restatement”) of its First Lien Facility. Pursuant to the Amendment and Restatement, the terms and conditions contained in the First Lien Facility remained substantially unchanged, except as follows: (i) the amount outstanding thereunder was increased to $1.325 billion; (ii) the margin for LIBOR (as defined below) based borrowings was reduced from 4.5% to 3.5% and for Base Rate (as defined below) - based borrowings was reduced from 3.5% to 2.5%; and (iii) the LIBOR floor for LIBOR-based borrowings was reduced from 1.25% to 1.0%. | ||||||||
The Amendment and Restatement resulted in both a debt modification and extinguishment for accounting purposes. As a result, the Company wrote off $2.4 million of deferred financing costs related to the First Lien Facility in the year ended December 31, 2012. The Company also capitalized $0.8 million of deferred financing costs related to the Amendment and Restatement. | ||||||||
Borrowings under the First Lien Facility bear interest, at the option of Cumulus Holdings, based on the Base Rate (as defined below) or the London Interbank Offered Rate (“LIBOR”), in each case plus 3.5% on LIBOR-based borrowings and 2.5% on Base Rate-based borrowings. LIBOR-based borrowings are subject to a LIBOR floor of 1.0% for the First Lien Term Loan and 1.0% for the Revolving Credit Facility. Base Rate-based borrowings are subject to a Base Rate Floor of 2.25% for the First Lien Term Loan and 2.0% for the Revolving Credit Facility. Base Rate is defined, for any day, as the fluctuating 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, as established from time to time, and (iii) 30 day LIBOR plus 1.0%. The First Lien Term Loan amortizes at a per annum rate of 1.0% of the original principal amount of the First Lien Term Loan, payable quarterly, which commenced on March 31, 2012, with the balance payable on the maturity date. Amounts outstanding under the Revolving Credit Facility are due and payable on the maturity date. | ||||||||
Borrowings under the Second Lien Facility bear interest, at the option of Cumulus Holdings, at either the Base Rate plus 5.0%, subject to a Base Rate floor of 2.5%, or LIBOR plus 6.0%, subject to a LIBOR floor of 1.5%. The Second Lien Term Loan original principal amount is due on the maturity date, September 16, 2019. | ||||||||
Interest on Base Rate-based borrowings is due on the last day of each calendar quarter, except with respect to swingline loans, for which interest is due on the day that such swingline loan is required to be repaid. Interest payments on loans whose interest rate is based upon LIBOR are due at maturity if the term is three months or less or every three months and at maturity if the term exceeds three months. | ||||||||
The Company repaid $50.0 million of principal outstanding under its First Lien Term Loan during the quarter ended September 30, 2013. At September 30, 2013, borrowings under the First Lien Term Loan bore interest at 4.5% per annum and borrowings under the Second Lien Term Loan bore interest at 7.5% per annum. Effective December 8, 2011, the Company entered into the Interest Rate Cap with an aggregate notional amount of $71.3 million, which agreement caps the interest rate on an equivalent amount of the Company’s LIBOR based term loans at a maximum of 3.0% per annum. The Interest Rate Cap matures on December 8, 2015. See Note 6, “Derivative Financial Instruments” for additional information. | ||||||||
The representations, covenants and events of default in the 2011 Credit Facilities and financial covenants in the First Lien Facility are customary for financing transactions of this nature. Events of default in the 2011 Credit Facilities include, among others: (a) the failure to pay when due the obligations owing under the credit facilities; (b) the failure to comply with (and not timely remedy, if applicable) certain financial covenants (as required by the First Lien Facility); (c) certain cross defaults and cross accelerations; (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 First Lien Facility and the Second Lien Facility, as applicable). 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 First Lien Facility and the Second Lien Facility, as applicable, and the ancillary loan documents as a secured party. | ||||||||
In the event amounts are outstanding under the Revolving Credit Facility, the First Lien Facility requires compliance with a consolidated first lien net leverage ratio covenant. At September 30, 2013, the required ratio would have been 4.5 to 1.0. Such ratio will be reduced in future periods if amounts are outstanding under the Revolving Credit Facility at an applicable date. At September 30, 2013, the Company would have been in compliance with this covenant if the Company had amounts outstanding under the Revolving Credit Facility. The Second Lien Facility does not contain any financial covenants. | ||||||||
The First Lien Facility also requires our compliance with customary restrictive non-financial covenants, which, among other things, and with certain exceptions, limit the Company’s ability to incur or guarantee additional indebtedness; consummate asset sales, acquisitions or mergers; make investments; enter into transactions with affiliates; and pay dividends or repurchase stock. | ||||||||
Certain mandatory prepayments on the First Lien Term Loan and the Second Lien 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. | ||||||||
Based upon the calculation of excess cash flow at December 31, 2012, the Company was required to make a mandatory prepayment on the First Lien Term Loan. Due to certain rights retained by the lenders to decline proportionate shares of such prepayments, the final prepayment amount was reduced from $63.2 million to $35.6 million of which a portion was applied to the Second Lien Term Loan. The prepayment was made on April 1, 2013. | ||||||||
The Company’s, Cumulus Holdings’ and their respective restricted subsidiaries’ obligations under the First Lien Facility and the Second Lien Facility are collateralized by a first priority lien and second priority lien, respectively, on substantially all of the Company’s, Cumulus Holdings’ and their respective restricted subsidiaries’ assets 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 subsidiaries and 66.0% of the capital stock of any future first-tier foreign subsidiaries. In addition, Cumulus Holdings’ obligations under the First Lien Facility and the Second Lien Facility are guaranteed by the Company and substantially all of its restricted subsidiaries, other than Cumulus Holdings. | ||||||||
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 Terminated 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 each 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 on or after May 1, 2015. At any time prior to May 1, 2014, Cumulus Holdings may redeem up to 35.0% of the 7.75% Senior Notes using the proceeds from certain equity offerings. At any time prior to May 1, 2015, Cumulus Holdings may redeem some or all of the 7.75% Senior Notes 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. | ||||||||
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’ 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. | ||||||||
For the three and nine months ended September 30, 2013, the Company recorded an aggregate of $2.3 million and $7.5 million, respectively, of amortization of debt discount and debt issuance costs related to its First Lien and Second Lien Credit Facilities and 7.75% Senior Notes. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Fair Value Measurements | Fair Value Measurements | |||||||||||||||
The three levels of the fair value hierarchy to be applied to financial instruments when determining fair value 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. | ||||||||||||||||
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial assets and liabilities are measured at fair value on a recurring basis and non-financial assets and liabilities are measured at fair value on a non-recurring basis. Fair values as of September 30, 2013 and December 31, 2012 were as follows (dollars in thousands): | ||||||||||||||||
Fair Value Measurements at September 30, 2013 Using | ||||||||||||||||
Total Fair | Quoted | Significant | Significant | |||||||||||||
Value | Prices in | Other | Unobservable | |||||||||||||
Active | Observable | Inputs | ||||||||||||||
Markets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Financial assets: | ||||||||||||||||
Interest Rate Cap (1) | $ | 29 | $ | — | $ | 29 | $ | — | ||||||||
Total assets | $ | 29 | $ | — | $ | 29 | $ | — | ||||||||
Financial liabilities: | ||||||||||||||||
Other current liabilities | ||||||||||||||||
Green Bay Option (2) | $ | (3,714 | ) | $ | — | $ | — | $ | (3,714 | ) | ||||||
Contingent consideration (3) | (31 | ) | — | — | (31 | ) | ||||||||||
Total liabilities | $ | (3,745 | ) | $ | — | $ | — | $ | (3,745 | ) | ||||||
Fair Value Measurements at December 31, 2012 Using | ||||||||||||||||
Total Fair | Quoted | Significant | Significant | |||||||||||||
Value | Prices in | Other | Unobservable | |||||||||||||
Active | Observable | Inputs | ||||||||||||||
Markets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Financial assets: | ||||||||||||||||
Interest Rate Cap (1) | $ | 44 | $ | — | $ | 44 | $ | — | ||||||||
Total assets | $ | 44 | $ | — | $ | 44 | $ | — | ||||||||
Financial liabilities: | ||||||||||||||||
Other current liabilities | ||||||||||||||||
Green Bay Option (2) | $ | (11,386 | ) | $ | — | $ | — | $ | (11,386 | ) | ||||||
Total liabilities | $ | (11,386 | ) | $ | — | $ | — | $ | (11,386 | ) | ||||||
-1 | Pursuant to the Interest Rate Cap, the Company pays a fixed interest rate on a $71.3 million notional amount of its term loans. The fair value of the Interest Rate Cap is determined based on a discounted cash flow analysis of the expected future cash flows using observable inputs, including interest rates and yield curves. Derivative valuations incorporate adjustments that are necessary to reflect the credit risk. | |||||||||||||||
-2 | The fair value of the Green Bay Option was determined using inputs that are supported by little or no market activity (a Level 3 measurement). The fair value represents an estimate of the net amount that the Company would pay if the option was transferred to another party as of the date of the valuation. The option valuation incorporates a credit risk adjustment to reflect the probability of default by the Company. | |||||||||||||||
-3 | The fair value of the contingent consideration was determined using inputs that are supported by little or no market activity (a Level 3 measurement). Contingent consideration represents the fair value of the additional cash consideration potentially payable as part of the WFME Asset Exchange if certain future conditions are met as detailed in the purchase agreement. See Note 2 “Acquisitions and Dispositions”. | |||||||||||||||
The assets associated with the Company’s Interest Rate Cap are measured within Level 2 of the fair value hierarchy. To estimate the fair value of the Interest Rate Cap, the Company used an industry standard cash valuation model, which utilizes a discounted cash flow approach, with all significant inputs derived from or corroborated by observable market data. See Note 6, “Derivative Financial Instruments.” | ||||||||||||||||
The reconciliation below contains the components of the change in fair value associated with the Green Bay Option from January 1, 2013 to September 30, 2013 (dollars in thousands): | ||||||||||||||||
Description | Green Bay Option | |||||||||||||||
Fair value balance at January 1, 2013 | $ | (11,386 | ) | |||||||||||||
Add: Mark to market fair value adjustment | 2,672 | |||||||||||||||
Add: Down payment to Clear Channel | 5,000 | |||||||||||||||
Fair value balance at September 30, 2013 | $ | (3,714 | ) | |||||||||||||
The reconciliation below contains the components of the change in continuing contingency associated with the contingent consideration from January 1, 2013 to September 30, 2013 (dollars in thousands): | ||||||||||||||||
Description | Contingent Consideration | |||||||||||||||
Fair value balance at January 1, 2013 | $ | — | ||||||||||||||
Add: Acquisition of WFME | (31 | ) | ||||||||||||||
Fair value balance at September 30, 2013 | $ | (31 | ) | |||||||||||||
Quantitative information regarding the significant unobservable inputs related to the Green Bay Option as of September 30, 2013 was as follows (dollars in thousands): | ||||||||||||||||
Fair Value | Valuation Technique | Unobservable Inputs | ||||||||||||||
$ | (3,714 | ) | Black-Scholes Model | Risk adjusted discount rate | 5.7 | % | ||||||||||
Total term | less than 1 year | |||||||||||||||
Volatility rate | 25 | % | ||||||||||||||
Annual dividend rate | — | % | ||||||||||||||
Bond equivalent yield discount rate | — | % | ||||||||||||||
Significant increases (decreases) in any of the inputs in isolation would result in a lower (higher) fair value measurement. For example, a decrease in the risk adjusted discount rate would result in a higher liability. | ||||||||||||||||
Quantitative information regarding the significant unobservable inputs related to the contingent consideration as of September 30, 2013 was as follows (dollars in thousands): | ||||||||||||||||
Fair Value | Valuation Technique | Unobservable Inputs | ||||||||||||||
$ | 31 | Income Approach | Total term | 5 years | ||||||||||||
Conditions | 3 | |||||||||||||||
Bond equivalent yield discount rate | 0.1 | % | ||||||||||||||
Significant increases (decreases) in any of the inputs in isolation would result in a lower (higher) fair value measurement. | ||||||||||||||||
The following table shows the gross amount and fair value of the Company’s term loans and 7.75% Senior Notes (dollars in thousands): | ||||||||||||||||
September 30, 2013 | December 31, | |||||||||||||||
2012 | ||||||||||||||||
First Lien Term Loan: | ||||||||||||||||
Carrying value | $ | 1,237,260 | $ | 1,321,687 | ||||||||||||
Fair value - Level 2 | 1,249,633 | 1,331,600 | ||||||||||||||
Second Lien Term Loan: | ||||||||||||||||
Carrying value | $ | 785,496 | $ | 790,000 | ||||||||||||
Fair value - Level 2 | 801,207 | 811,725 | ||||||||||||||
7.75% Senior Notes: | ||||||||||||||||
Carrying value | $ | 610,000 | $ | 610,000 | ||||||||||||
Fair value - Level 2 | 635,925 | 599,325 | ||||||||||||||
As of September 30, 2013, the Company used trading prices of 101.0% and 102.0% to calculate the fair value of the First Lien Term Loan and Second Lien Term Loan, respectively, and 104.25% to calculate the fair value of the 7.75% Senior Notes. | ||||||||||||||||
As of December 31, 2012, the Company used trading prices of 100.75% and 102.75% to calculate the fair value of the First Lien Term Loan and Second Lien Term Loan, respectively, and 98.3% to calculate the fair value of the 7.75% Senior Notes. |
Redeemable_Preferred_Stock
Redeemable Preferred Stock | 9 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | |
Redeemable Preferred Stock | Redeemable Preferred Stock |
The Company has designated 2,000,000 shares of its authorized preferred stock as Series A, par value $0.01 per share, with a liquidation preference of $1,000 per share (the “Series A Preferred Stock”). The Company has designated 150,000 shares of its authorized preferred stock as Series B, par value $0.01 per share, with a liquidation preference of $1,000 per share (the “Series B Preferred Stock”). | |
Series A Preferred Stock | |
During the three and nine months ended September 30, 2013 the Company paid $4.0 million and $9.4 million in Series A Preferred Stock Dividends. During the three and nine months ended September 30, 2012, the Company redeemed 49,233 shares of its Series A Preferred Stock for $49.2 million and $0.8 million of unpaid dividends accrued through the redemption date. Total dividends accrued and paid on the Series A Preferred Stock during the three months ended September 30, 2012 were $3.4 million and $5.1 million, respectively, including $0.8 million of dividends paid on the redeemed shares through the redemption date. Total dividends accrued and paid on the Series A Preferred Stock during the nine months ended September 30, 2012 were $11.1 million and $11.6 million, respectively, including $0.8 million of dividends paid on the redeemed shares through the redemption date. During the three and nine months ended September 30, 2012, the Company accreted $1.9 million and $6.6 million, respectively, on the Series A Preferred Stock. The accretion of Series A Preferred Stock resulted in an equivalent reduction in additional paid-in capital on the accompanying unaudited condensed consolidated balance sheets at September 30, 2013 and December 31, 2012. | |
On August 20, 2013, the Company used proceeds of $77.2 million from the issuance of 77,241 shares of Series B Preferred Stock to redeem all of the outstanding shares of Series A Preferred Stock, including accrued and unpaid dividends thereon. No shares of Series A Preferred stock are issuable in the future. | |
Series B Preferred Stock | |
Pursuant to the certificate of designations setting forth the terms and conditions of the Series B Preferred Stock (the "Certificate of Designations"), no other shares of Series B Preferred are issuable in the future, except for such shares of Series B Preferred Stock as may be issued as pay-in-kind dividends in lieu of any cash dividends in accordance with the terms thereof. The Series B Preferred Stock will mature on March 24, 2020, at which time the Company will be required to redeem all Series B Preferred Stock then outstanding for the liquidation value thereof, plus any accrued but unpaid dividends. The Company has classified the Series B Preferred Stock as a long-term liability due to the fact it has a fixed maturity date of March 24, 2020, and cannot be converted into equity. | |
Shares of Series B Preferred Stock generally do not have voting rights, except with respect to any amendment to the Company’s Third Amended and Restated Certificate of Incorporation that would adversely affect the rights, privileges or preferences of the Series B Preferred Stock or the creation of a class or series of shares senior to, or pari passu with, the Series B Preferred Stock as to dividends, redemption or upon liquidation, and consent rights over certain other actions of the Company and its subsidiaries that could adversely affect the ability of the Company to fulfill its obligations under the Certificate of Designations. Holders of Series B Preferred Stock are entitled to receive mandatory and cumulative dividends in an amount per annum equal to the dividend rate (described below) multiplied by the $1,000 liquidation preference per share, calculated on the basis of a 360-day year, from the date of issuance, whether or not declared and whether or not the Company reports net income. | |
Dividends on the Series B Preferred Stock accrue at a rate of 12% per annum until September 30, 2014, thereafter at a rate of 14% per annum until March 31, 2015, and thereafter at a rate of 17% per annum, in each case subject to increase as described below. Dividends are payable in cash, except that, if on any dividend payment date the Company does not have cash on hand and availability under its financing agreements to pay dividends due in full in cash, the Company will be required to pay the portion of such dividend that it is unable to pay in cash through the issuance of additional shares of Series B Preferred Stock. In such event, the applicable dividend rate will increase by 200 basis points until all accrued but unpaid dividends outstanding on the Series B Preferred Stock are paid in cash and all shares of Series B Preferred previously issued in lieu of cash dividends are redeemed in full. If the Company does not redeem all outstanding shares of Series B Preferred Stock on the maturity date therefor, the applicable dividend rate will increase by 300 basis points until all shares of Series B Preferred Stock are redeemed. Payments of dividends on the Series B Preferred Stock are in preference and prior to any dividends payable on any class of the Company’s common stock and, in the event of any liquidation, dissolution or winding up of the Company, holders of Series B Preferred Stock are entitled to the liquidation value thereof prior to, and in preference of, payment of any amounts to holders of any class of the Company’s common stock. | |
The Certificate of Designations provides that the Company may, at its option, redeem the Series B Preferred Stock at any time for a redemption price equal to the liquidation value thereof, plus any accrued but unpaid dividends. Additionally, upon receipt by the Company of net cash proceeds from (i) the issuance by the Company or any of its subsidiaries of debt for borrowed money or (ii) the issuance by the Company or any of its subsidiaries of equity, the Company is required to use of 100% of such net cash proceeds to redeem, for cash, to the fullest extent permitted by law and applicable financing agreements, shares of Series B Preferred Stock at a redemption price equal to the liquidation value thereof, plus any accrued but unpaid dividends. | |
The Certificate of Designations also provides that in the event of the liquidation, dissolution or winding-up of the affairs of the Company, whether voluntary or involuntary, the holders of Series B Preferred Stock at the time will be entitled to receive liquidating distributions with respect to each share of Series B Preferred Stock in an amount equal to the $1,000 per share liquidation amount plus any accrued but unpaid dividends, and dividend rights to the fullest extent permitted by law, before any distribution of assets is made to the holders of the Company’s common stock. | |
The Certificate of Designations provides that the holders of a majority of the outstanding shares of Series B Preferred Stock have the right to cause the Company to exchange, at any time but subject to (i) such proposed exchange not creating or resulting in a default or event of default under any of the Company’s then-applicable financing agreements and (ii) certain other conditions, all then outstanding shares of Series B Preferred Stock for an aggregate principal amount of subordinated unsecured notes of Cumulus Holdings equal the aggregate liquidation preference for the shares of Series B Preferred Stock so exchanged. Such subordinated unsecured notes would bear interest at the same rate, and be payable at the same time and in the same manner, as dividends on the Series B Preferred Stock (except that any pay-in-kind interest would be payable through issuance of additional subordinated unsecured notes), would have the same mandatory and optional redemption terms as the Series B Preferred Stock, and would have a maturity date that is the same as the maturity date of the Series B Preferred Stock. Such subordinated unsecured notes would also provide that Cumulus Holdings would be subject to covenants and restrictions on its operations similar to those set forth in the Certificate of Designations. | |
At September 30, 2013, the Company had accrued $1.0 million of dividend expense related to the Series B Preferred Stock. | |
On October 17, 2013, the Company issued a notice of redemption of all outstanding shares of Series B Preferred Stock. See Note 16, "Subsequent Events." |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | |
Sep. 30, 2013 | ||
Equity [Abstract] | ||
Stockholders' Equity | Stockholders’ Equity | |
The Company is authorized to issue an aggregate of 1,450,644,871 shares of stock divided into four classes consisting of: (i) 750,000,000 shares designated as Class A common stock, (ii) 600,000,000 shares designated as Class B common stock, (iii) 644,871 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 (see Note 9, “Redeemable Preferred Stock”). | ||
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 to 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 Class A common stock following such conversion, the holder will first be required to deliver to the Company an ownership certification to enable the Company to (a) 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) obtain any necessary approvals from the FCC or the Department of Justice. | |
After payment of dividends to the holders of any outstanding shares of Series B Preferred Stock, 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. | ||
2009 Warrants | ||
In June 2009, in connection with the execution of an amendment to the Terminated Credit Agreement, the Company issued immediately exercisable warrants to the lenders under the Terminated Credit Agreement that allow them to acquire up to 1.3 million 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. At September 30, 2013, 0.7 million 2009 Warrants remained outstanding. | ||
CMP Restated Warrants | ||
In connection with the completion of our acquisition of Cumulus Media Partners, LLC in 2011, ("CMP") a subsidiary of CMP entered into an amended and restated warrant agreement, dated as of August 1, 2011 (the “Restated Warrant Agreement”). Pursuant to the Restated Warrant Agreement, and subject to the terms and conditions thereof, the previously outstanding 3.7 million warrants to acquire shares of this subsidiary were amended and restated to no longer be exercisable for shares of common stock of this subsidiary but instead be exercisable for an aggregate of approximately 8.3 million shares of Class B common stock (the “CMP Restated Warrants”). The CMP Restated Warrants expired by their terms on July 31, 2012. Prior to the expiration thereof, approximately 3.7 million CMP Restated Warrants were converted into approximately 8.2 million shares of Class B common stock. | ||
Equity Held in Reserve | ||
As of September 30, 2013, pursuant to our acquisition of Citadel in 2011, warrants to purchase 2.4 million 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. If excess shares remain in reserve after resolution of all remaining claims, such shares will be distributed to the claimants with allowed claims pro-rata, based on the number of shares they received pursuant to the plan under which Citadel emerged from bankruptcy. This equity held in reserve is included in additional paid-in-capital on the accompanying unaudited condensed consolidated balance sheets at September 30, 2013 and December 31, 2012. | ||
Company Warrants | ||
As a component of the Citadel Merger and the related financing transactions, the Company issued warrants to purchase an aggregate of 71.7 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. The exercise price of the Company Warrants is not subject to any anti-dilution protection, other than standard adjustments in the case of stock splits, dividends and the like. 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. | ||
During the three and nine months ended September 30, 2013, approximately 4.7 million and 8.4 million, respectively, Company Warrants were converted into shares of Class A common stock with an aggregate total of 42.6 million having been converted since issuance through September 30, 2013. At September 30, 2013, 29.1 million Company Warrants remained outstanding. | ||
Crestview Warrants | ||
Also on September 16, 2011, but pursuant to a separate warrant agreement, the Company issued warrants to purchase 7.8 million shares of Class A common stock with an exercise price of $4.34 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 the like. As of September 30, 2013, all 7.8 million Crestview Warrants remained outstanding. |
StockBased_Compensation_Expens
Stock-Based Compensation Expense | 9 Months Ended |
Sep. 30, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Expense | Stock-Based Compensation Expense |
On February 16, 2012, the Company granted 161,724 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. In addition, on February 16, 2012, the Company granted time-vesting stock options to purchase 1,357,500 shares of Class A common stock to certain Company employees, with an aggregate grant date fair value of $3.3 million. The options have an exercise price of $4.34 per share, with 30% of the awards having vested on each of September 16, 2012 and February 16, 2013, and with 20% vesting on each of February 16, 2014 and 2015. | |
On May 9, 2013, the Company granted 168,540 shares of time-vesting restricted Class A common stock, with an aggregate grant fair value of $0.6 million, to the non-employee directors of the Company with a cliff vesting term of one year. | |
For the three and nine months ended September 30, 2013 the Company recognized approximately $2.3 million and $7.4 million, respectively, in stock-based compensation expense related to equity awards, and for the three months and nine months ended September 30, 2012, the Company recognized $2.8 million and $15.7 million, respectively, related to stock awards. The Company previously had certain liability classified awards related to the cash consideration portion of the Citadel Merger (“Liability Awards”). These Liability Awards were fully expensed during the second of quarter of 2012 and as such, the Company had no stock based compensation expense related to the Liability Awards in any period in 2013. For the three and nine months ended September 30, 2012, the Company recognized approximately $0.0 million and $6.9 million, respectively, in stock-based compensation expense related to Liability Awards. | |
As of September 30, 2013, unrecognized stock-based compensation expense of approximately $12.1 million related to equity awards is expected to be recognized over a weighted average remaining life of 2.6 years. Unrecognized stock-based compensation expense for equity awards will be adjusted for future changes in estimated forfeitures. | |
The total fair value of restricted stock awards that vested during the nine months ended September 30, 2013 was $1.6 million. The total fair value of restricted stock awards that vested during the nine months ended September 30, 2012 was $19.1 million, of which $13.2 million related to the Liability Awards and was paid in cash. 139,141 and 0 stock options were exercised during the nine months ended September 30, 2013 or 2012. |
Earnings_Per_Share_EPS
Earnings Per Share ("EPS") | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||
Earnings Per Share ("EPS") | Earnings Per Share (“EPS”) | |||||||||||||||
For all periods presented, the Company has disclosed basic and diluted earnings per common share utilizing the two-class method. Basic earnings per common share is calculated by dividing net 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 allocates undistributed net income (loss) from continuing operations after any allocation for preferred stock dividends between each class of common stock on an equal basis. | ||||||||||||||||
Non-vested restricted shares of Class A common stock and the Company Warrants, and the CMP Restated Warrants prior to their expiration, were considered participating securities for purposes of calculating basic weighted average common shares outstanding in periods in which the Company records net income. Diluted earnings per share is computed in the same manner as basic earnings per share after assuming issuance of common stock for all potentially dilutive equivalent shares, which includes stock options and certain other 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 shares equally, after deducting dividends declared or accretion on preferred stock. | ||||||||||||||||
The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2013 and 2012 (amounts in thousands, except per share data): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Basic Income (Loss) Per Share | ||||||||||||||||
Numerator: | ||||||||||||||||
Undistributed net income from continuing operations | $ | 7,037 | $ | 26,787 | $ | 25,148 | $ | 12,424 | ||||||||
Less: | ||||||||||||||||
Dividends declared on redeemable preferred stock | 4,091 | 3,418 | 9,395 | 11,126 | ||||||||||||
Accretion of redeemable preferred stock | 486 | 1,446 | 2,474 | 6,065 | ||||||||||||
Participation rights of the Company Warrants in undistributed earnings | 372 | 4,093 | 2,169 | — | ||||||||||||
Participation rights of unvested restricted stock in undistributed earnings | 5 | 84 | 27 | — | ||||||||||||
Basic undistributed net income (loss) from continuing operations attributable to common shares | $ | 2,083 | $ | 17,746 | $ | 11,083 | $ | (4,767 | ) | |||||||
Denominator: | ||||||||||||||||
Basic weighted average shares outstanding | 179,700 | 169,510 | 176,995 | 158,902 | ||||||||||||
Basic undistributed net income (loss) from continuing operations per share--attributable to common shares | $ | 0.01 | $ | 0.1 | $ | 0.06 | $ | (0.03 | ) | |||||||
Diluted Income (Loss) Per Share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Undistributed net income from continuing operations | $ | 7,037 | $ | 26,787 | $ | 25,148 | $ | 12,424 | ||||||||
Less: | ||||||||||||||||
Dividends declared on redeemable preferred stock | 4,091 | 3,418 | 9,395 | 11,126 | ||||||||||||
Accretion of redeemable preferred stock | 486 | 1,446 | 2,474 | 6,065 | ||||||||||||
Participation rights of the Company Warrants in undistributed net income | 366 | 3,962 | 2,139 | — | ||||||||||||
Participation rights of unvested restricted stock in undistributed earnings | 5 | 81 | 27 | — | ||||||||||||
Basic undistributed net income (loss) from continuing operations attributable to common shares | $ | 2,089 | $ | 17,880 | $ | 11,113 | $ | (4,767 | ) | |||||||
Denominator: | ||||||||||||||||
Basic weighted average shares outstanding | 179,700 | 169,510 | 176,995 | 158,902 | ||||||||||||
Effect of dilutive options and warrants | 3,432 | 6,842 | 3,038 | — | ||||||||||||
Diluted weighted average shares outstanding | 183,132 | 176,352 | 180,033 | 158,902 | ||||||||||||
Diluted undistributed net income (loss) from continuing operations attributable to common shares | $ | 0.01 | $ | 0.1 | $ | 0.06 | $ | (0.03 | ) | |||||||
For each of the three and nine months ended September 30, 2013, the Company had $0.1 million and $27.6 million stock options and warrants, that were antidilutive due to having higher exercise prices than the Company's average stock price during the period. | ||||||||||||||||
For the three months ended September 30, 2012, the Company had 27.5 million stock options and warrants that were antidilutive due to having higher exercise prices than the Company’s average stock price. For the nine months ended September 30, 2012, the Company had 53.1 million warrants outstanding that were excluded from the computation of EP due to a net loss. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
For the three months ended September 30, 2013, the Company recorded income tax expense of $18.4 million on pre-tax income from continuing operations of $25.4 million, resulting in an effective tax rate for the three months ended September 30, 2013 of approximately 72.4%. For the three months ended September 30, 2012, the Company recorded an income tax benefit of $12.2 million, on pre-tax income from continuing operations of $14.6 million, resulting in an effective tax rate for the three months ended September 30, 2012 of approximately (83.6)%. | |
For the nine months ended September 30, 2013 the Company recorded income tax expense of $14.1 million on pre-tax income from continuing operations of $39.2 million, resulting in an effective tax rate for the nine months ended September 30, 2013 of approximately 35.9%. “For the nine months ended September 30, 2012 the Company recorded an income tax benefit of $22.9 million on a pre-tax loss from continuing operations of $10.4 million, resulting in an effective tax rate for the nine months ended September 30, 2012 of approximately 219%. | |
The difference between the effective tax rate for each period and the federal statutory rate of 35.0% primarily relates to state and local income taxes, the tax amortization of broadcast licenses and goodwill, and changes in the valuation allowance on net deferred tax assets. | |
In accordance with ASC 740, Accounting for Income Taxes, each quarter the Company assesses the likelihood that it will be able to recover its deferred tax assets. As of September 30, 2013 the Company does not believe that it is more likely than not that it will be able to recover its deferred tax assets and as a result continues to maintain a full valuation allowance on its net deferred tax assets exclusive of its deferred tax liabilities on its indefinite lived intangibles assets and deferred cancellation of debt income (CODI), for which no net operating loss ("NOL"), carryforward is available. During the second quarter of 2013, the Company released $14.1 million of its valuation allowance to meet its estimate that more of its NOL carryforwards would become available to settle the deferred tax liabilities associated with the CODI. | |
The Company expects that it may release its remaining valuation allowance, but for certain tax attributes that are more likely than not set to expire by statute, in the fourth quarter of 2013, and such release would be recorded as a discrete tax benefit at such time. This event is subject to a number of unknown factors including, but not limited to, the Company achieving its forecasted fourth quarter earnings and execution of the contemplated transactions as disclosed in Note 2, "Acquisitions and Dispositions". |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies |
Future Commitments | |
Effective December 31, 2009, the Company’s radio music license agreements with the two largest performance rights organizations, The American Society of Composers, Authors and Publishers (“ASCAP”) and Broadcast Music, Inc. (“BMI”), expired. In January 2010, the Radio Music License Committee (the “RMLC”), which negotiates music licensing fees for most of the radio industry with ASCAP and BMI, filed motions in the New York courts against these organizations on behalf of the radio industry, seeking interim fees and a determination of fair and reasonable industry-wide license fees. During 2010, the courts approved reduced interim fees for ASCAP and BMI. On January 27, 2012, the Federal District Court for the Southern District of New York approved a settlement between the RMLC and ASCAP concerning the fees payable covering the period January 1, 2010 through December 31, 2016. Included in the agreement is a $75.0 million industry fee credit against fees previously paid in 2010 and 2011, with such fees to be credited over the remaining period of the contract. The Company began recognizing the ASCAP credits as a reduction in direct operating expenses on January 1, 2012. On August 28, 2012, the Federal District Court for the Southern District of New York approved a settlement between the RMLC and BMI concerning the fees payable covering the period January 1, 2010 through December 31, 2016. Included in the agreement is a $70.5 million industry fee credit against fees previously paid in 2010 and 2011, with such fees immediately available to the industry. | |
The radio broadcast industry’s principal ratings service is Arbitron, which publishes surveys for domestic radio markets. Certain of the Company’s subsidiaries have agreements with Arbitron under which they receive programming ratings materials in a majority of their respective markets. The remaining aggregate obligation under the agreements with Arbitron is approximately $168.5 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. | |
On September 13, 2013, the Company and Pulser Media (the parent company of Rdio and Vdio), or Pulser, entered into a five year strategic promotional partnership and sales arrangement, or the Rdio Agreement. | |
The Rdio Agreement provides that Cumulus will act as the exclusive promotional agent for Rdio ad products, including display, mobile, in-line audio, synced banners and other digital inventory that may become available from time to time. In exchange for $75 million of promotional commitments over five years, Cumulus will receive 15% of the current fully-diluted equity of Pulser, with the opportunity to earn additional equity in the form of warrants based on the achievement of certain performance milestones over the term of the Rdio Agreement. There was no activity under this agreement in any reported period. | |
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 September 30, 2013, the Company believes that it will meet such minimum obligations. | |
As described in Note 2, “Acquisitions and Dispositions”, the Company may be required to pay additional cash consideration for the acquisition of WFME in New York. | |
As described in Note 6, "Derivative Financial Instruments", on July 16, 2013 Clear Channel notified the Company that it was exercising the Green Bay Option which, upon the closing thereof, will require the Company to pay $12.6 million for the stations related thereto. | |
Legal Proceedings | |
The Company is currently, and expects that from time to time in the future it will be, party to, or a defendant in, various 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 known claim or lawsuit will not have a material adverse effect on its consolidated financial position, results of operations or cash flows. |
Supplemental_Condensed_Consoli
Supplemental Condensed Consolidating Financial Information | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |||||||||||||||||||||||||
Supplemental Condensed Consolidating Financial Information | Supplemental Condensed Consolidating Financial Information | ||||||||||||||||||||||||
At September 30, 2013, Cumulus and certain of its 100% owned subsidiaries (such subsidiaries, the “Subsidiary Guarantors”) provided guarantees of the obligations of Cumulus Holdings 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 Cumulus Media Inc. (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) unaudited condensed consolidating statements of operations for the three and nine months ended September 30, 2013 and 2012, (ii) unaudited condensed consolidating balance sheets as of September 30, 2013 and December 31, 2012, and (iii) unaudited condensed consolidating statements of cash flows for the nine months ended September 30, 2013 and 2012, 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. | |||||||||||||||||||||||||
Effective January 1, 2013, the Company completed an internal restructuring where all of the operations, with the exception of any equity-related transactions, of the Parent Guarantor were legally transferred to the Subsidiary Issuer. These changes have been reflected in the unaudited condensed consolidating statements as of September 30, 2013 and for the three and nine months ended September 30, 2013. | |||||||||||||||||||||||||
Revision to Prior Period Financial Statements | |||||||||||||||||||||||||
During the third quarter of 2012, Cumulus Media Inc. determined that it did not properly classify its then-outstanding Series A Preferred Stock in its supplemental condensed consolidating financial information footnote for prior 2012 interim periods. The Company should have presented the preferred stock balance and related accrued dividends in the Cumulus Media Inc. (Parent Guarantor) column, but such amounts were inappropriately classified in the Cumulus Media Holdings Inc. (Subsidiary Issuer) column. There was no impact on the consolidated balance sheet, statement of income or statement of cash flows. | |||||||||||||||||||||||||
During the fourth quarter of 2012, Cumulus Media Inc. determined that it did not properly classify certain intercompany transactions in its supplemental condensed consolidating financial information footnote for prior 2012 interim periods. The Company should have presented the intercompany transactions within financing activities, but such amounts were previously presented in the operating cash flows section of the statement of cash flows. In addition, Cumulus determined that certain intercompany transactions were classified within investment in subsidiaries or additional paid-in capital but such balances should have been classified as either intercompany receivables or intercompany payables depending on the nature of the balance. In the following disclosure, separate line items entitled “Intercompany receivables” and "Intercompany payables" are presented on the condensed consolidating balance sheets and "Intercompany transactions, net" is presented on the condensed combined statements of cash flows. There was no impact on the consolidated balance sheet, statement of income or statement of cash flows. | |||||||||||||||||||||||||
In accordance with accounting guidance found in ASC 250-10 (SEC Staff Accounting Bulletin No. 99, Materiality), the Company assessed the materiality of the errors and concluded that the errors were not material to any of the Company’s previously issued financial statements. As permitted by the accounting guidance found in ASC 250-10 (SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements), the Company has presented revised financial information for the three and nine months ended September 30, 2012. | |||||||||||||||||||||||||
CUMULUS MEDIA INC. | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||||||||||
Three Months Ended September 30, 2013 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Cumulus | Cumulus | Subsidiary | Subsidiary | Eliminations | Total | ||||||||||||||||||||
Media Inc. | Media | Guarantors | Non-guarantors | Consolidated | |||||||||||||||||||||
(Parent | Holdings Inc. | ||||||||||||||||||||||||
Guarantor) | (Subsidiary | ||||||||||||||||||||||||
Issuer) | |||||||||||||||||||||||||
Broadcast revenues | $ | — | $ | — | $ | 280,156 | $ | — | $ | — | $ | 280,156 | |||||||||||||
Management fees | — | 917 | — | — | — | 917 | |||||||||||||||||||
Net revenues | — | 917 | 280,156 | — | — | 281,073 | |||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||
Direct operating expenses (excluding depreciation, amortization and LMA fees) | — | — | 173,459 | 579 | — | 174,038 | |||||||||||||||||||
Depreciation and amortization | — | 471 | 28,471 | — | — | 28,942 | |||||||||||||||||||
LMA fees | — | — | 628 | — | — | 628 | |||||||||||||||||||
Corporate general and administrative expenses (including stock-based compensation expense of $2,259) | — | 11,757 | — | — | — | 11,757 | |||||||||||||||||||
Gain on sale of stations | — | — | (5,198 | ) | — | — | (5,198 | ) | |||||||||||||||||
Loss on derivative instrument | — | — | 172 | — | — | 172 | |||||||||||||||||||
Total operating expenses | — | 12,228 | 197,532 | 579 | — | 210,339 | |||||||||||||||||||
Operating (loss) income | — | (11,311 | ) | 82,624 | (579 | ) | — | 70,734 | |||||||||||||||||
Non-operating (expense) income: | |||||||||||||||||||||||||
Interest expense, net | (3,498 | ) | (41,698 | ) | 2 | — | — | (45,194 | ) | ||||||||||||||||
Other expense, net | — | — | (140 | ) | — | — | (140 | ) | |||||||||||||||||
Total non-operating expense, net | (3,498 | ) | (41,698 | ) | (138 | ) | — | — | (45,334 | ) | |||||||||||||||
(Loss) income before income taxes | (3,498 | ) | (53,009 | ) | 82,486 | (579 | ) | — | 25,400 | ||||||||||||||||
Income tax expense | — | — | (2,895 | ) | (15,468 | ) | — | (18,363 | ) | ||||||||||||||||
Earnings (loss) from consolidated subsidiaries | 10,535 | 63,544 | (16,047 | ) | — | (58,032 | ) | — | |||||||||||||||||
Net income (loss) | $ | 7,037 | $ | 10,535 | $ | 63,544 | $ | (16,047 | ) | $ | (58,032 | ) | $ | 7,037 | |||||||||||
CUMULUS MEDIA INC. | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||||||||||
Nine Months Ended September 30, 2013 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Cumulus | Cumulus | Subsidiary | Subsidiary | Eliminations | Total | ||||||||||||||||||||
Media Inc. | Media | Guarantors | Non-guarantors | Consolidated | |||||||||||||||||||||
(Parent | Holdings Inc. | ||||||||||||||||||||||||
Guarantor) | (Subsidiary | ||||||||||||||||||||||||
Issuer) | |||||||||||||||||||||||||
Broadcast revenues | $ | — | $ | — | $ | 802,704 | $ | — | $ | — | $ | 802,704 | |||||||||||||
Management fees | — | 917 | — | — | — | 917 | |||||||||||||||||||
Net revenues | — | 917 | 802,704 | — | — | 803,621 | |||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||
Direct operating expenses (excluding depreciation, amortization and LMA fees) | — | — | 508,284 | 1,688 | — | 509,972 | |||||||||||||||||||
Depreciation and amortization | — | 1,451 | 85,358 | — | — | 86,809 | |||||||||||||||||||
LMA fees | — | — | 2,356 | — | — | 2,356 | |||||||||||||||||||
Corporate general and administrative expenses (including stock-based compensation expense of $7,393) | — | 33,365 | — | — | — | 33,365 | |||||||||||||||||||
Loss on sale of stations | — | — | (3,662 | ) | — | — | — | (3,662 | ) | ||||||||||||||||
Gain on derivative instrument | — | — | (2,672 | ) | — | — | (2,672 | ) | |||||||||||||||||
Total operating expenses | — | 34,816 | 589,664 | 1,688 | — | 626,168 | |||||||||||||||||||
Operating (loss) income | — | (33,899 | ) | 213,040 | (1,688 | ) | — | 177,453 | |||||||||||||||||
Non-operating (expense) income: | |||||||||||||||||||||||||
Interest (expense) income, net | (8,186 | ) | (125,173 | ) | 80 | — | — | (133,279 | ) | ||||||||||||||||
Loss on early extinguishment of debt | — | (4,539 | ) | — | — | — | (4,539 | ) | |||||||||||||||||
Other expense, net | — | — | (400 | ) | — | — | (400 | ) | |||||||||||||||||
Total non-operating expense, net | (8,186 | ) | (129,712 | ) | (320 | ) | — | — | (138,218 | ) | |||||||||||||||
(Loss) income before income taxes | (8,186 | ) | (163,611 | ) | 212,720 | (1,688 | ) | — | 39,235 | ||||||||||||||||
Income tax benefit (expense) | — | — | 9,821 | (23,908 | ) | — | (14,087 | ) | |||||||||||||||||
Earnings (loss) from consolidated subsidiaries | 33,334 | 196,945 | (25,596 | ) | — | (204,683 | ) | — | |||||||||||||||||
Net income (loss) | $ | 25,148 | $ | 33,334 | $ | 196,945 | $ | (25,596 | ) | $ | (204,683 | ) | $ | 25,148 | |||||||||||
CUMULUS MEDIA INC. | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||||||||||
Three Months Ended September 30, 2012 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Cumulus | Cumulus | Subsidiary | Subsidiary | Eliminations | Total | ||||||||||||||||||||
Media Inc. | Media | Guarantors | Non-guarantors | Consolidated | |||||||||||||||||||||
(Parent | Holdings Inc. | ||||||||||||||||||||||||
Guarantor) | (Subsidiary | ||||||||||||||||||||||||
Issuer) | |||||||||||||||||||||||||
Broadcast revenues | $ | — | $ | — | $ | 274,160 | $ | — | $ | — | $ | 274,160 | |||||||||||||
Management fees | 1,190 | — | — | — | — | 1,190 | |||||||||||||||||||
Net revenues | 1,190 | — | 274,160 | — | — | 275,350 | |||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||
Direct operating expenses (excluding depreciation, amortization and LMA fees) | — | — | 160,282 | 1,458 | — | 161,740 | |||||||||||||||||||
Depreciation and amortization | 543 | — | 34,696 | — | — | 35,239 | |||||||||||||||||||
LMA fees | — | — | 928 | — | — | 928 | |||||||||||||||||||
Corporate general and administrative expenses (including stock-based compensation expense of $2,764) | 12,979 | — | — | — | — | 12,979 | |||||||||||||||||||
Gain on derivative instrument | — | — | (129 | ) | — | — | (129 | ) | |||||||||||||||||
Total operating expenses | 13,522 | — | 195,777 | 1,458 | — | 210,757 | |||||||||||||||||||
Operating (loss) income | (12,332 | ) | — | 78,383 | (1,458 | ) | — | 64,593 | |||||||||||||||||
Non-operating (expense) income: | |||||||||||||||||||||||||
Interest (expense) income, net | (1,361 | ) | (48,651 | ) | 255 | — | — | (49,757 | ) | ||||||||||||||||
Other expense, net | — | — | (224 | ) | — | — | (224 | ) | |||||||||||||||||
Total non-operating (expense) income, net | (1,361 | ) | (48,651 | ) | 31 | — | — | (49,981 | ) | ||||||||||||||||
(Loss) income before income taxes | (13,693 | ) | (48,651 | ) | 78,414 | (1,458 | ) | — | 14,612 | ||||||||||||||||
Income tax benefit | — | — | 10,010 | 2,165 | — | 12,175 | |||||||||||||||||||
(Loss) income from continuing operations | (13,693 | ) | (48,651 | ) | 88,424 | 707 | — | 26,787 | |||||||||||||||||
Income (loss) from discontinued operations, net of taxes | — | — | 35,275 | (6,017 | ) | — | 29,258 | ||||||||||||||||||
Earnings (loss) from consolidated subsidiaries | 69,738 | 118,389 | (5,310 | ) | — | (182,817 | ) | — | |||||||||||||||||
Net income (loss) | $ | 56,045 | $ | 69,738 | $ | 118,389 | $ | (5,310 | ) | $ | (182,817 | ) | $ | 56,045 | |||||||||||
CUMULUS MEDIA INC. | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||||||||||
Nine Months Ended September 30, 2012 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Cumulus | Cumulus | Subsidiary | Subsidiary | Eliminations | Total | ||||||||||||||||||||
Media Inc. | Media | Guarantors | Non-guarantors | Consolidated | |||||||||||||||||||||
(Parent | Holdings Inc. | ||||||||||||||||||||||||
Guarantor) | (Subsidiary | ||||||||||||||||||||||||
Issuer) | |||||||||||||||||||||||||
Broadcast revenues | $ | — | $ | — | $ | 790,870 | $ | — | $ | — | $ | 790,870 | |||||||||||||
Management fees | 1,516 | — | — | — | — | 1,516 | |||||||||||||||||||
Net revenues | 1,516 | — | 790,870 | — | — | 792,386 | |||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||
Direct operating expenses (excluding depreciation, amortization and LMA fees) | — | — | 481,601 | 2,505 | — | 484,106 | |||||||||||||||||||
Depreciation and amortization | 1,109 | — | 105,212 | — | — | 106,321 | |||||||||||||||||||
LMA fees | — | — | 2,652 | — | — | 2,652 | |||||||||||||||||||
Corporate general and administrative expenses (including stock-based compensation expense of $15,671) | 46,473 | — | — | — | — | 46,473 | |||||||||||||||||||
Realized loss on derivative instrument | — | — | 624 | — | — | 624 | |||||||||||||||||||
Impairment of intangible assets | — | — | 12,435 | — | — | 12,435 | |||||||||||||||||||
Total operating expenses | 47,582 | — | 602,524 | 2,505 | — | 652,611 | |||||||||||||||||||
Operating (loss) income | (46,066 | ) | — | 188,346 | (2,505 | ) | — | 139,775 | |||||||||||||||||
Non-operating (expense) income: | |||||||||||||||||||||||||
Interest (expense) income, net | (1,683 | ) | (149,349 | ) | 853 | — | — | (150,179 | ) | ||||||||||||||||
Other (expense), net | — | — | (34 | ) | — | — | (34 | ) | |||||||||||||||||
Total non-operating (expense) income, net | (1,683 | ) | (149,349 | ) | 819 | — | — | (150,213 | ) | ||||||||||||||||
(Loss) income before income taxes | (47,749 | ) | (149,349 | ) | 189,165 | (2,505 | ) | — | (10,438 | ) | |||||||||||||||
Income tax benefit | — | — | 11,272 | 11,590 | — | 22,862 | |||||||||||||||||||
(Loss) income from continuing operations | (47,749 | ) | (149,349 | ) | 200,437 | 9,085 | — | 12,424 | |||||||||||||||||
Income (loss) from discontinued operations, net of taxes | — | — | 48,766 | (9,131 | ) | — | 39,635 | ||||||||||||||||||
Earnings (loss) from consolidated subsidiaries | 99,808 | 249,157 | (46 | ) | — | (348,919 | ) | — | |||||||||||||||||
Net income (loss) | $ | 52,059 | $ | 99,808 | $ | 249,157 | $ | (46 | ) | $ | (348,919 | ) | $ | 52,059 | |||||||||||
CUMULUS MEDIA INC. | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||||||||||||||||||||
September 30, 2013 | |||||||||||||||||||||||||
(Dollars in thousands, except for share and per share data) | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Cumulus | Cumulus | Subsidiary | Subsidiary | Eliminations | Total | ||||||||||||||||||||
Media Inc. | Media | Guarantors | Non-guarantors | Consolidated | |||||||||||||||||||||
(Parent | Holdings Inc. | ||||||||||||||||||||||||
Guarantor) | (Subsidiary | ||||||||||||||||||||||||
Issuer) | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 63,970 | $ | 200 | $ | — | $ | — | $ | 64,170 | |||||||||||||
Restricted cash | — | 3,729 | — | — | — | 3,729 | |||||||||||||||||||
Accounts receivable, less allowance for doubtful accounts of $3,728 | — | — | 194,872 | — | — | 194,872 | |||||||||||||||||||
Trade receivable | — | — | 7,821 | — | — | 7,821 | |||||||||||||||||||
Deferred income taxes | — | — | 30,575 | 30,575 | |||||||||||||||||||||
Prepaid expenses and other current assets | — | 5,292 | 18,348 | — | — | 23,640 | |||||||||||||||||||
Total current assets | — | 72,991 | 251,816 | — | — | 324,807 | |||||||||||||||||||
Property and equipment, net | — | 3,680 | 237,235 | — | — | 240,915 | |||||||||||||||||||
Broadcast licenses | — | — | — | 1,640,829 | — | 1,640,829 | |||||||||||||||||||
Other intangible assets, net | — | — | 194,653 | — | — | 194,653 | |||||||||||||||||||
Goodwill | — | — | 1,205,195 | — | — | 1,205,195 | |||||||||||||||||||
Investment in consolidated subsidiaries | 428,574 | 3,543,072 | 1,046,065 | — | (5,017,711 | ) | — | ||||||||||||||||||
Intercompany receivables | — | 83,032 | 675,200 | — | (758,232 | ) | — | ||||||||||||||||||
Other assets | 132 | 51,473 | 38,892 | — | (19,757 | ) | 70,740 | ||||||||||||||||||
Total assets | $ | 428,706 | $ | 3,754,248 | $ | 3,649,056 | $ | 1,640,829 | $ | (5,795,700 | ) | $ | 3,677,139 | ||||||||||||
Liabilities, Redeemable Preferred Stock and Stockholders’ Equity (Deficit) | |||||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||||
Accounts payable and accrued expenses | $ | — | $ | 32,186 | $ | 59,542 | $ | — | $ | — | $ | 91,728 | |||||||||||||
Trade payable | — | — | 7,107 | — | — | 7,107 | |||||||||||||||||||
Current portion of long-term debt | — | 38,092 | — | — | — | 38,092 | |||||||||||||||||||
Other current liabilities | — | — | 3,714 | — | — | 3,714 | |||||||||||||||||||
Total current liabilities | — | 70,278 | 70,363 | — | — | 140,641 | |||||||||||||||||||
Long-term debt, excluding 7.75% Senior Notes | — | 1,966,230 | — | — | — | 1,966,230 | |||||||||||||||||||
7.75% Senior Notes | — | 610,000 | — | — | — | 610,000 | |||||||||||||||||||
Series B cumulative redeemable preferable stock | 77,241 | — | — | — | — | 77,241 | |||||||||||||||||||
Other liabilities | — | 3,966 | 35,621 | — | — | 39,587 | |||||||||||||||||||
Intercompany payables | 83,032 | 675,200 | — | — | (758,232 | ) | — | ||||||||||||||||||
Deferred income taxes | — | — | 594,764 | (19,757 | ) | 575,007 | |||||||||||||||||||
Total liabilities | 160,273 | 3,325,674 | 105,984 | 594,764 | (777,989 | ) | 3,408,706 | ||||||||||||||||||
Stockholders’ equity (deficit): | |||||||||||||||||||||||||
Class A common stock, par value $0.01 per share; 750,000,000 shares authorized; 191,473,932 shares issued and 167,300,363 shares outstanding | 1,914 | — | — | — | — | 1,914 | |||||||||||||||||||
Class B common stock, par value $0.01 per share; 600,000,000 shares authorized; 15,424,944 shares issued and outstanding | 154 | — | — | — | — | 154 | |||||||||||||||||||
Class C common stock, par value $0.01 per share; 644,871 shares authorized, issued and outstanding | 6 | — | — | — | — | 6 | |||||||||||||||||||
Treasury stock, at cost, 24,173,569 shares | (250,917 | ) | — | — | — | — | (250,917 | ) | |||||||||||||||||
Additional paid-in-capital | 1,510,329 | 212,631 | 3,844,237 | 2,044,040 | (6,100,908 | ) | 1,510,329 | ||||||||||||||||||
Accumulated (deficit) equity | (993,053 | ) | 215,943 | (301,165 | ) | (997,975 | ) | 1,083,197 | (993,053 | ) | |||||||||||||||
Total stockholders’ equity (deficit) | 268,433 | 428,574 | 3,543,072 | 1,046,065 | (5,017,711 | ) | 268,433 | ||||||||||||||||||
Total liabilities, redeemable preferred stock and stockholders’ equity (deficit) | $ | 428,706 | $ | 3,754,248 | $ | 3,649,056 | $ | 1,640,829 | $ | (5,795,700 | ) | $ | 3,677,139 | ||||||||||||
CUMULUS MEDIA INC. | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||||||||||||||||||||
December 31, 2012 | |||||||||||||||||||||||||
(Dollars in thousands, except for share and per share data) | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Cumulus | Cumulus | Subsidiary | Subsidiary | Eliminations | Total | ||||||||||||||||||||
Media Inc. | Media | Guarantors | Non-guarantors | Consolidated | |||||||||||||||||||||
(Parent | Holdings Inc. | ||||||||||||||||||||||||
Guarantor) | (Subsidiary | ||||||||||||||||||||||||
Issuer) | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | 81,599 | $ | — | $ | 6,451 | $ | — | $ | — | $ | 88,050 | |||||||||||||
Restricted cash | 5,921 | — | — | — | — | 5,921 | |||||||||||||||||||
Accounts receivable, less allowance for doubtful accounts of $4,131 | — | — | 207,563 | — | — | 207,563 | |||||||||||||||||||
Trade receivable | — | — | 6,104 | — | — | 6,104 | |||||||||||||||||||
Deferred income Tax | — | — | 25,145 | — | — | 25,145 | |||||||||||||||||||
Prepaid expenses and other current assets | 6,928 | — | 13,408 | — | — | 20,336 | |||||||||||||||||||
Total current assets | 94,448 | — | 258,671 | — | — | 353,119 | |||||||||||||||||||
Property and equipment, net | 4,690 | — | 251,213 | — | — | 255,903 | |||||||||||||||||||
Broadcast licenses | — | — | — | 1,602,373 | — | 1,602,373 | |||||||||||||||||||
Other intangible assets, net | — | — | 258,761 | — | — | 258,761 | |||||||||||||||||||
Goodwill | — | — | 1,195,594 | — | — | 1,195,594 | |||||||||||||||||||
Investment in consolidated subsidiaries | 415,573 | 3,354,891 | 1,127,135 | — | (4,897,599 | ) | — | ||||||||||||||||||
Intercompany receivables | — | — | 471,329 | — | (471,329 | ) | — | ||||||||||||||||||
Other assets | 11,605 | 47,818 | 18,402 | — | — | 77,825 | |||||||||||||||||||
Total assets | $ | 526,316 | $ | 3,402,709 | $ | 3,581,105 | $ | 1,602,373 | $ | (5,368,928 | ) | $ | 3,743,575 | ||||||||||||
Liabilities, Redeemable Preferred Stock and Stockholders’ Equity (Deficit) | |||||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||||
Accounts payable and accrued expenses | $ | 10,690 | $ | 8,213 | $ | 83,683 | $ | — | $ | — | $ | 102,586 | |||||||||||||
Trade payable | — | — | 4,803 | — | — | 4,803 | |||||||||||||||||||
Current portion of long-term debt | — | 76,468 | — | — | — | 76,468 | |||||||||||||||||||
Other current liabilities | — | — | 11,386 | — | — | 11,386 | |||||||||||||||||||
Total current liabilities | 10,690 | 84,681 | 99,872 | — | — | 195,243 | |||||||||||||||||||
Long-term debt, excluding 7.75% Senior Notes | — | 2,014,599 | — | — | — | 2,014,599 | |||||||||||||||||||
7.75% Senior Notes | — | 610,000 | — | — | — | 610,000 | |||||||||||||||||||
Other liabilities | 3,651 | — | 41,662 | — | — | 45,313 | |||||||||||||||||||
Intercompany payables | 193,473 | 277,856 | — | — | (471,329 | ) | — | ||||||||||||||||||
Deferred income taxes | — | — | 84,680 | 475,238 | — | 559,918 | |||||||||||||||||||
Total liabilities | 207,814 | 2,987,136 | 226,214 | 475,238 | (471,329 | ) | 3,425,073 | ||||||||||||||||||
Redeemable preferred stock: | |||||||||||||||||||||||||
Series A cumulative redeemable preferred stock, par value $0.01 per share; stated value of $1,000 per share; 100,000,000 shares authorized; 75,767 shares issued and outstanding | 71,869 | — | — | — | — | 71,869 | |||||||||||||||||||
Total redeemable preferred stock | 71,869 | — | — | — | — | 71,869 | |||||||||||||||||||
Stockholders’ equity (deficit): | |||||||||||||||||||||||||
Class A common stock, par value $0.01 per share; 750,000,000 shares authorized; 182,682,073 shares issued and 158,519,394 shares outstanding | 1,827 | — | — | — | — | 1,827 | |||||||||||||||||||
Class B common stock, par value $0.01 per share; 600,000,000 shares authorized; 15,424,944 shares issued and outstanding | 154 | — | — | — | — | 154 | |||||||||||||||||||
Class C common stock, par value $0.01 per share; 644,871 shares authorized, issued and outstanding | 6 | — | — | — | — | 6 | |||||||||||||||||||
Treasury stock, at cost, 24,162,676 shares | (252,001 | ) | — | — | — | — | (252,001 | ) | |||||||||||||||||
Additional paid-in-capital | 1,514,849 | 232,964 | 3,853,001 | 2,099,514 | (6,185,479 | ) | 1,514,849 | ||||||||||||||||||
Accumulated (deficit) equity | (1,018,202 | ) | 182,609 | (498,110 | ) | (972,379 | ) | 1,287,880 | (1,018,202 | ) | |||||||||||||||
Total stockholders’ equity (deficit) | 246,633 | 415,573 | 3,354,891 | 1,127,135 | (4,897,599 | ) | 246,633 | ||||||||||||||||||
Total liabilities, redeemable preferred stock and stockholders’ equity (deficit) | $ | 526,316 | $ | 3,402,709 | $ | 3,581,105 | $ | 1,602,373 | $ | (5,368,928 | ) | $ | 3,743,575 | ||||||||||||
CUMULUS MEDIA INC. | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||||||||||||||||
Nine Months Ended September 30, 2013 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Cumulus | Cumulus Media | Subsidiary | Subsidiary | Eliminations | Total | ||||||||||||||||||||
Media Inc. | Holdings Inc. | Guarantors | Non-guarantors | Consolidated | |||||||||||||||||||||
(Parent | (Subsidiary | ||||||||||||||||||||||||
Guarantor) | Issuer) | ||||||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||||||
Net income (loss) | $ | 25,148 | $ | 33,334 | $ | 196,945 | $ | (25,596 | ) | $ | (204,683 | ) | $ | 25,148 | |||||||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||||||||||||||||
Depreciation and amortization | — | 1,451 | 85,358 | — | — | 86,809 | |||||||||||||||||||
Amortization of debt issuance costs/discounts | — | 7,515 | — | — | — | 7,515 | |||||||||||||||||||
Provision for doubtful accounts | — | — | 2,002 | — | — | 2,002 | |||||||||||||||||||
Gain on sale of assets or stations | — | — | (3,556 | ) | — | — | (3,556 | ) | |||||||||||||||||
Loss on early extinguishment of debt | — | 4,539 | — | — | — | 4,539 | |||||||||||||||||||
Fair value adjustment of derivative instruments | — | (27 | ) | (2,630 | ) | — | — | (2,657 | ) | ||||||||||||||||
Deferred income taxes | — | — | (14,249 | ) | 23,908 | — | 9,659 | ||||||||||||||||||
Stock-based compensation expense | — | 7,393 | — | — | — | 7,393 | |||||||||||||||||||
(Loss) earnings from consolidated subsidiaries | (33,334 | ) | (196,945 | ) | 25,596 | — | 204,683 | — | |||||||||||||||||
Changes in assets and liabilities | (83,899 | ) | 105,672 | (32,646 | ) | 1,688 | — | (9,185 | ) | ||||||||||||||||
Net cash (used in) provided by operating activities | (92,085 | ) | (37,068 | ) | 256,820 | — | — | 127,667 | |||||||||||||||||
Cash flows from investing activities | |||||||||||||||||||||||||
Proceeds from sale of assets or stations | — | — | 6,492 | — | — | 6,492 | |||||||||||||||||||
Restricted cash | — | 2,192 | — | — | — | 2,192 | |||||||||||||||||||
Initial payment of Green Bay Option | — | — | (5,000 | ) | — | — | (5,000 | ) | |||||||||||||||||
Acquisition less cash required | — | — | (52,685 | ) | — | — | (52,685 | ) | |||||||||||||||||
Capital expenditures | — | (441 | ) | (8,007 | ) | — | — | (8,448 | ) | ||||||||||||||||
Net cash provided by (used in) investing activities | — | 1,751 | (59,200 | ) | — | — | (57,449 | ) | |||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||||
Intercompany transactions, net | 15,112 | 188,759 | (203,871 | ) | — | — | — | ||||||||||||||||||
Repayments of borrowings under term loans and revolving credit facilities | — | (88,931 | ) | — | — | — | (88,931 | ) | |||||||||||||||||
Tax withholding payments on behalf of employees for stock based compensation | — | (337 | ) | — | — | — | (337 | ) | |||||||||||||||||
Redemption of Series A preferred stock | (73,150 | ) | — | — | — | — | (73,150 | ) | |||||||||||||||||
Proceeds from issuance of Series B preferred stock | 77,241 | 77,241 | |||||||||||||||||||||||
Series A Preferred stock dividends | (9,395 | ) | — | — | — | — | (9,395 | ) | |||||||||||||||||
Proceeds from exercises of warrants | 64 | — | — | — | — | 64 | |||||||||||||||||||
Proceeds from exercises of options | 614 | — | — | — | — | 614 | |||||||||||||||||||
Deferred financing costs | — | (204 | ) | — | — | — | (204 | ) | |||||||||||||||||
Net cash provided by (used in) financing activities | 10,486 | 99,287 | (203,871 | ) | — | — | (94,098 | ) | |||||||||||||||||
(Decrease) increase in cash and cash equivalents | (81,599 | ) | 63,970 | (6,251 | ) | — | — | (23,880 | ) | ||||||||||||||||
Cash and cash equivalents at beginning of period | 81,599 | — | 6,451 | — | — | 88,050 | |||||||||||||||||||
Cash and cash equivalents at end of period | $ | — | $ | 63,970 | $ | 200 | $ | — | $ | — | $ | 64,170 | |||||||||||||
CUMULUS MEDIA INC. | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||||||||||||||||
Nine Months Ended September 30, 2012 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Cumulus Media | Cumulus Media | Subsidiary | Subsidiary | Eliminations | Total | ||||||||||||||||||||
Inc. | Holdings Inc. | Guarantors | Non-guarantors | Consolidated | |||||||||||||||||||||
(Parent | (Subsidiary | ||||||||||||||||||||||||
Guarantor) | Issuer) | ||||||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||||||
Net income (loss) | $ | 52,059 | $ | 99,808 | $ | 249,157 | $ | (46 | ) | $ | (348,919 | ) | $ | 52,059 | |||||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||||||||||||||||
Depreciation and amortization | 1,109 | — | 106,372 | — | — | 107,481 | |||||||||||||||||||
Amortization of debt issuance costs/discount | — | 7,581 | — | — | — | 7,581 | |||||||||||||||||||
Provision for doubtful accounts | — | — | 2,892 | — | — | 2,892 | |||||||||||||||||||
Gain on sale of assets or stations | — | — | (163 | ) | — | — | (163 | ) | |||||||||||||||||
Gain on exchange of assets or stations | — | — | (38,251 | ) | (24,977 | ) | — | (63,228 | ) | ||||||||||||||||
Impairment of intangible assets | — | 12,435 | 12,435 | ||||||||||||||||||||||
Fair value adjustment of derivative instruments | 311 | — | 624 | — | — | 935 | |||||||||||||||||||
Deferred income taxes | — | — | (16,475 | ) | 22,518 | — | 6,043 | ||||||||||||||||||
Stock-based compensation expense | 15,671 | — | — | — | — | 15,671 | |||||||||||||||||||
(Loss) earnings from consolidated subsidiaries | (99,808 | ) | (249,157 | ) | 46 | — | 348,919 | — | |||||||||||||||||
Changes in assets and liabilities | 11,103 | (7,581 | ) | (19,033 | ) | 2,505 | — | (13,006 | ) | ||||||||||||||||
Net cash (used in) provided by operating activities | (19,555 | ) | (149,349 | ) | 297,604 | — | — | 128,700 | |||||||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||||||
Restricted cash | 600 | — | — | — | — | 600 | |||||||||||||||||||
Proceeds from sale of assets or stations | 426 | — | — | — | — | 426 | |||||||||||||||||||
Proceeds from exchange of asset or stations | — | — | 114,918 | — | — | 114,918 | |||||||||||||||||||
Capital expenditures | (722 | ) | — | (3,933 | ) | — | — | (4,655 | ) | ||||||||||||||||
Net cash provided by investing activities | 304 | — | 110,985 | — | — | 111,289 | |||||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||||
Intercompany transactions, net | 108,989 | 310,349 | (419,338 | ) | — | — | — | ||||||||||||||||||
Repayments of borrowings under term loans and revolving credit facilities | — | (161,000 | ) | — | — | — | (161,000 | ) | |||||||||||||||||
Tax withholding payments on behalf of employees for stock-based compensation | (1,909 | ) | — | — | — | — | (1,909 | ) | |||||||||||||||||
Series A preferred stock dividends | (11,599 | ) | — | — | — | — | (11,599 | ) | |||||||||||||||||
Proceeds from exercises of warrants | 136 | — | — | — | — | 136 | |||||||||||||||||||
Repayment of Series A preferred stock | (49,233 | ) | — | — | — | — | (49,233 | ) | |||||||||||||||||
Net cash provided by (used in) financing activities | 46,384 | 149,349 | (419,338 | ) | — | — | (223,605 | ) | |||||||||||||||||
Increase (decrease) in cash and cash equivalents | 27,133 | — | (10,749 | ) | — | — | 16,384 | ||||||||||||||||||
Cash and cash equivalents at beginning of period | 11,714 | — | 18,878 | — | — | 30,592 | |||||||||||||||||||
Cash and cash equivalents at end of period | $ | 38,847 | $ | — | $ | 8,129 | $ | — | $ | — | $ | 46,976 | |||||||||||||
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
On October 16, 2013, the Company issued and sold 18,860,000 shares of its Class A common stock in an underwritten public offering, resulting in net proceeds after underwriting discounts and commissions and estimated offering expenses of $89.8 million. The Company intends to use approximately $78.0 million of the net proceeds from the offering to redeem all outstanding shares of the Company’s Series B Preferred Stock, including accrued and unpaid dividends. Notice of this redemption was given on October 17, 2013, and it will be complete on October 30, 2013. The remaining net proceeds from the offering will be placed in the Company’s corporate treasury and used for general corporate purposes. | |
In accordance with the terms of the Crestview Warrants Agreement, since the offering involved the issuance of shares of the Company's Class A common stock for less than fair market value per share, as defined in the Crestview Warrants, on the date of such issuance, the Crestview Warrants are subject to a standard weighted average adjustment (See Note 10 "Stockholders' Equity"). |
Description_of_Business_Interi1
Description of Business, Interim Financial Data and Basis of Presentation: (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | |
Description of Business | 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. | |
Nature of Business | Nature of Business |
Cumulus Media owns and operates commercial radio station clusters throughout the United States, and we believe we are the largest pure-play radio broadcaster in the United States based on number of stations owned and operated. At September 30, 2013, Cumulus Media owned or operated approximately 520 radio stations (including under local marketing agreements, or “LMAs", for 14 radio stations) in 108 United States media markets. Additionally, we create audio content and partner with third parties to create audio content to support nationwide radio networks serving over 5,500 stations. | |
Interim Financial Data | Interim Financial Data |
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company and the notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. The accompanying unaudited interim condensed consolidated financial statements include the condensed consolidated accounts of Cumulus and its wholly-owned subsidiaries, with all significant intercompany balances and transactions eliminated in consolidation. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of our results of operations for, and financial condition as of the end of, the interim periods have been made. The results of operations for the three months and nine months ended September 30, 2013, the cash flows for the nine months ended September 30, 2013 and the Company’s financial condition as of September 30, 2013, are not necessarily indicative of the results of operations or cash flows that can be expected for, or the Company’s financial condition as of, any other interim period or for the fiscal year ending December 31, 2013. | |
Use of Estimates | Use of Estimates |
The preparation of financial statements in conformity with 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 evaluates its estimates, including those related to bad debts, intangible assets, derivative financial instruments, income taxes, stock-based compensation, contingencies, litigation and purchase price allocations. The Company bases 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. | |
Reclassifications | Reclassifications |
Certain account balances in the 2012 periods have been reclassified to conform with classifications currently in use. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
ASU 2012-02. In July 2012, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2012-02. The amendments in this ASU give companies the option to perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired rather than calculating the fair value of the indefinite-lived intangible asset. It was effective prospectively for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company adopted this guidance effective January 1, 2013. The adoption of this guidance did not have an impact on the Company’s interim financial statements. | |
ASU 2013-04. In February 2013, the FASB issued ASU 2013-04, which provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements where the total obligation is fixed at the reporting date, and for which no specific guidance currently exists. This ASU is effective for annual reporting periods beginning on or after December 15, 2013 and subsequent interim periods. The Company is currently assessing the expected impact, if any, on the consolidated financial statements. | |
Acquisitions and disposition | Pamal Broadcasting Asset Purchase |
On January 17, 2013, the Company completed the acquisition of WMEZ-FM and WXBM-FM from Pamal Broadcasting Ltd. for a purchase price of $6.5 million (the "Pamal Broadcasting Asset Purchase"). The transaction was part of the Company’s ongoing efforts to focus on radio stations in larger markets and geographically strategic regional clusters. | |
Revenues of $0.5 million and $1.4 million attributable to the Pamal Broadcasting Asset Purchase were included in the Company’s condensed consolidated statement of operations for the three and nine months ended September 30, 2013, respectively. | |
2013 Acquisitions and Dispositions | |
WFME Asset Exchange | |
On January 8, 2013 the Company completed its previously announced asset exchange (the “WFME Asset Exchange”) with Family Stations, Inc., pursuant to which it exchanged its WDVY station in New York plus $40.0 million in cash for Family Stations’ WFME station in Newark, New Jersey. The total purchase price is subject to an increase of up to $10 million if certain future conditions are met as detailed in the purchase agreement. The Company has estimated the fair value of the contingent consideration to be less than $0.1 million as of September 30, 2013. Any future change in the estimated fair value of the contingent consideration will be recorded in the Company’s results of operations in the period of such change. This acquisition provided Cumulus with a radio station in the United States’ largest media market, for the national NASH entertainment brand based on the country music lifestyle. | |
The material assumptions utilized in the valuation of intangible assets acquired and liabilities assumed included overall future market revenue growth rates for the residual year of approximately 2.0% and a weighted average cost of capital of 10%. Goodwill was equal to the difference between the purchase price and the value assigned to the tangible and intangible assets acquired and liabilities assumed. $1.1 million of the acquired goodwill is deductible for tax purposes. | |
2012 Acquisitions and Dispositions | |
Townsquare Asset Exchange | |
On July 31, 2012, the Company completed its sale of 55 stations in eleven non-strategic markets to Townsquare Media, LLC (“Townsquare Asset Exchange”) in exchange for ten of Townsquare's radio stations in Bloomington, IL and Peoria, IL, plus approximately $114.9 million in cash. The transaction was part of the Company's ongoing efforts to focus on radio stations in larger markets and geographically strategic regional clusters. The stations sold by the Company operated in the following markets: Augusta, ME; Bangor, ME; Binghamton, NY; Bismarck, ND; Grand Junction, CO; Killeen-Temple, TX; New Bedford, MA; Odessa-Midland, TX; Presque Isle, ME; Sioux Falls, SD and Tuscaloosa, AL. | |
AR Broadcasting Asset Purchase | |
On September 25, 2012, the Company entered into an asset purchase agreement with AR Broadcasting, LLC, AR Licensing, LLC, CMP KC Corp. and CMP Houston-KC, LLC to acquire the KCHZ-FM and KMJK-FM radio stations operated in the Kansas City market for an aggregate purchase price of $18.1 million (the "AR Broadcasting Asset Purchase"). The transaction was part of the Company’s ongoing efforts to focus on radio stations in larger markets and geographically strategic regional clusters. | |
On December 6, 2012, the Company completed the acquisition of KCHZ-FM for a purchase price of $11.2 million. The Company paid $10.0 million in cash at closing with the remaining $1.2 million paid in January 2013 upon the closing of the acquisition of KMJK-FM. | |
On January 28, 2013, the Company completed the AR Broadcasting Asset Purchase, acquiring KMJK-FM for a purchase price of $6.9 million. | |
Revenues of $1.5 million and $4.1 million attributable to the AR Broadcasting Asset Purchase were included in the Company’s condensed consolidated statement of operations for the three and nine months ended September 30, 2013, respectively. | |
Fair Value Measurement | The three levels of the fair value hierarchy to be applied to financial instruments when determining fair value 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. | |
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial assets and liabilities are measured at fair value on a recurring basis and non-financial assets and liabilities are measured at fair value on a non-recurring basis. |
Acquisitions_and_Dispositions_
Acquisitions and Dispositions (Tables) | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
WFME Asset Exchange | |||||||
Business Acquisition [Line Items] | |||||||
Summary of Preliminary Purchase Price Allocation | The table below summarizes the preliminary purchase price allocation in the WFME Asset Exchange (dollars in thousands): | ||||||
Allocation | Amount | ||||||
Other assets | $ | 1,460 | |||||
Goodwill | 11,461 | ||||||
Broadcast licenses | 27,100 | ||||||
Plant, property, and equipment, net | 62 | ||||||
Total purchase price | 40,083 | ||||||
Less: Cash consideration | (40,000 | ) | |||||
Less: Carrying value of station transferred | (52 | ) | |||||
Less: Contingent consideration | (31 | ) | |||||
Gain on asset exchange | $ | — | |||||
Pamal Broadcasting Asset Purchase | |||||||
Business Acquisition [Line Items] | |||||||
Summary of Preliminary Purchase Price Allocation | The table below summarizes the preliminary purchase price allocation among the tangible and intangible assets acquired in the Pamal Broadcasting Asset Purchase (dollars in thousands): | ||||||
Allocation | Amount | ||||||
Plant, property, and equipment, net | $ | 783 | |||||
Broadcast licenses | 5,700 | ||||||
Total purchase price | $ | 6,483 | |||||
Townsquare Asset Exchange | |||||||
Business Acquisition [Line Items] | |||||||
Summary of Preliminary Purchase Price Allocation | The table below summarizes the final purchase price allocation in the Townsquare Asset Exchange (dollars in thousands): | ||||||
Allocation | Amount | ||||||
Current assets | $ | 149 | |||||
Property and equipment | 4,690 | ||||||
Broadcast licenses | 11,900 | ||||||
Goodwill | 3,014 | ||||||
Other intangibles | 200 | ||||||
Current liabilities | (207 | ) | |||||
Total purchase price | 19,746 | ||||||
Less: Carrying value of stations transferred | (71,697 | ) | |||||
Add: Cash received | 114,918 | ||||||
Gain on asset exchange | $ | 62,967 | |||||
Amortization of Definite-lived Intangible Assets Acquired in Townsquare Asset Exchange in Relation to Expected Economic Benefits of Such Assets | The definite-lived intangible assets acquired in the Townsquare Asset Exchange are being amortized in relation to the expected economic benefits of such assets over their estimated useful lives and consist of the following (dollars in thousands): | ||||||
Description | Estimated Useful | Fair Value | |||||
Life in Years | |||||||
Advertising relationships | 6 | $ | 200 | ||||
Pro forma Financial Information Based on Assumption that Townsquare Asset Exchange Occured as of January 1, 2012 | The following pro forma information assumes the Townsquare Asset Exchange occurred as of January 1, 2011. This pro forma financial information has been prepared based on estimates and assumptions, which management believes are reasonable, and is not necessarily indicative of the consolidated financial position or results of operations that Cumulus would have achieved had the Townsquare Asset Exchange actually occurred on January 1, 2011 or on any other historical date, nor is it reflective of the Company’s expected actual financial position or results of operations for any future period (dollars in thousands): | ||||||
Unaudited | |||||||
Supplemental | |||||||
Pro Forma Data | |||||||
Three Months Ended | Nine Months Ended | ||||||
September 30, | September 30, | ||||||
Description | 2012 | 2012 | |||||
Net revenue | $ | 276,166 | $ | 798,681 | |||
Net income | 17,684 | 13,512 | |||||
AR Broadcasting Asset Purchase | |||||||
Business Acquisition [Line Items] | |||||||
Summary of Preliminary Purchase Price Allocation | The table below summarizes the preliminary purchase price allocation among the tangible and intangible assets acquired and liabilities assumed in the AR Broadcasting Asset Purchase (dollars in thousands): | ||||||
Allocation | Amount | ||||||
Current assets | $ | 93 | |||||
Plant, property, and equipment, net | 1,256 | ||||||
Other assets | 23 | ||||||
Broadcast licenses | 16,850 | ||||||
Current liabilities | (152 | ) | |||||
Total purchase price | $ | 18,070 | |||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||
Income from Discontinued Operations | For the three and nine months ended September 30, 2012, income from discontinued operations was as follows (dollars in thousands): | |||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
2012 | 2012 | |||||||
Discontinued operations: | ||||||||
Net revenue | $ | 3,534 | $ | 23,855 | ||||
Operating income | 1,458 | 8,227 | ||||||
Non-operating expenses | 63,226 | 63,219 | ||||||
Income from discontinued operations before taxes | 64,684 | 71,446 | ||||||
Income tax benefit | (35,426 | ) | (31,811 | ) | ||||
Income from discontinued operations | $ | 29,258 | $ | 39,635 | ||||
Intangible_Assets_and_Goodwill1
Intangible Assets and Goodwill (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||
Schedule of Changes in Intangible Assets Other Than Goodwill | The following table presents the changes in intangible assets, other than goodwill, during the periods from January 1, 2012 to December 31, 2012 and January 1, 2013 to September 30, 2013, and balances as of such dates (dollars in thousands): | |||||||||||
Indefinite-Lived | Definite-Lived | Total | ||||||||||
Intangible Assets: | ||||||||||||
Balance as of January 1, 2012 | $ | 1,625,415 | $ | 390,509 | $ | 2,015,924 | ||||||
Purchase price allocation adjustments | — | (1,027 | ) | (1,027 | ) | |||||||
Acquisition | 22,253 | 376 | 22,629 | |||||||||
Impairment | (14,706 | ) | (12,435 | ) | (27,141 | ) | ||||||
Disposition | (30,589 | ) | (6,880 | ) | (37,469 | ) | ||||||
Amortization | — | (112,240 | ) | (112,240 | ) | |||||||
Balance as of December 31, 2012 | 1,602,373 | 258,303 | 1,860,676 | |||||||||
Acquisition | 44,839 | 773 | 45,612 | |||||||||
Disposition | (6,383 | ) | — | (6,383 | ) | |||||||
Amortization | — | (64,423 | ) | (64,423 | ) | |||||||
Balance as of September 30, 2013 | $ | 1,640,829 | $ | 194,653 | $ | 1,835,482 | ||||||
Schedule of changes in goodwill and accumulated impairment losses | The following table presents the changes in goodwill and accumulated impairment losses during the periods from January 1, 2013 to September 30, 2013 and January 1, 2012 to September 30, 2012, and balances as of such dates (dollars in thousands): | |||||||||||
Goodwill: | 2013 | 2012 | ||||||||||
Balance as of January 1: | ||||||||||||
Goodwill | $ | 1,525,335 | $ | 1,564,253 | ||||||||
Accumulated impairment losses | (329,741 | ) | (229,741 | ) | ||||||||
Subtotal | 1,195,594 | 1,334,512 | ||||||||||
Acquisition | 11,703 | 3,014 | ||||||||||
Purchase price allocation adjustments | — | (9,550 | ) | |||||||||
Finalization of purchase accounting for fourth quarter 2012 acquisitions | (1,889 | ) | — | |||||||||
Disposition | (213 | ) | (31,628 | ) | ||||||||
Balance as of September 30: | ||||||||||||
Goodwill | 1,534,936 | 1,526,089 | ||||||||||
Accumulated impairment losses | (329,741 | ) | (229,741 | ) | ||||||||
Total | $ | 1,205,195 | $ | 1,296,348 | ||||||||
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 9 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||
Location and Fair Value Amounts of Derivatives in Consolidated Balance Sheets | The location and fair value amounts of derivatives in the unaudited condensed consolidated balance sheets are shown in the following table (dollars in thousands): | |||||||||||||||||
Fair Value | ||||||||||||||||||
Derivative Instruments | Balance Sheet Location | September 30, 2013 | December 31, | |||||||||||||||
2012 | ||||||||||||||||||
Derivatives not designated as hedging instruments: | ||||||||||||||||||
Interest rate cap | Other long-term assets | $ | 29 | $ | 44 | |||||||||||||
Green Bay Option | Other current liabilities | (3,714 | ) | (11,386 | ) | |||||||||||||
Total | $ | (3,685 | ) | $ | (11,342 | ) | ||||||||||||
Location and Effect of Derivatives in Statements Of Operations | The location and effect of derivatives in the unaudited condensed consolidated statements of operations are shown in the following table (dollars in thousands): | |||||||||||||||||
Recognized on Derivatives | ||||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||
September 30, | September 30, | |||||||||||||||||
Derivative Instruments | Statement of Operations Location | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Interest rate cap | Interest expense | $ | 42 | $ | 61 | $ | 15 | $ | 311 | |||||||||
Green Bay Option | Loss (gain) on derivative instrument | 172 | (129 | ) | (2,672 | ) | 624 | |||||||||||
Total | $ | 214 | $ | (68 | ) | $ | (2,657 | ) | $ | 935 | ||||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Components of Long-term Debt | The Company’s long-term debt consisted of the following as of September 30, 2013 and December 31, 2012 (dollars in thousands): | |||||||
September 30, 2013 | December 31, | |||||||
2012 | ||||||||
Term Loan and Revolving Credit Facilities: | ||||||||
First Lien Term Loan | $ | 1,237,260 | $ | 1,321,687 | ||||
Second Lien Term Loan | 785,496 | 790,000 | ||||||
Revolving Credit Facility | — | — | ||||||
Less: Term Loan discount | (18,434 | ) | (20,620 | ) | ||||
Total Term Loan and Revolving Credit Facilities | 2,004,322 | 2,091,067 | ||||||
7.75% Senior Notes | 610,000 | 610,000 | ||||||
Less: Current portion of long-term debt | (38,092 | ) | (76,468 | ) | ||||
Long-term debt, net | $ | 2,576,230 | $ | 2,624,599 | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||
Financial Assets and Liabilities and Non-Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | Fair values as of September 30, 2013 and December 31, 2012 were as follows (dollars in thousands): | |||||||||||||||
Fair Value Measurements at September 30, 2013 Using | ||||||||||||||||
Total Fair | Quoted | Significant | Significant | |||||||||||||
Value | Prices in | Other | Unobservable | |||||||||||||
Active | Observable | Inputs | ||||||||||||||
Markets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Financial assets: | ||||||||||||||||
Interest Rate Cap (1) | $ | 29 | $ | — | $ | 29 | $ | — | ||||||||
Total assets | $ | 29 | $ | — | $ | 29 | $ | — | ||||||||
Financial liabilities: | ||||||||||||||||
Other current liabilities | ||||||||||||||||
Green Bay Option (2) | $ | (3,714 | ) | $ | — | $ | — | $ | (3,714 | ) | ||||||
Contingent consideration (3) | (31 | ) | — | — | (31 | ) | ||||||||||
Total liabilities | $ | (3,745 | ) | $ | — | $ | — | $ | (3,745 | ) | ||||||
Fair Value Measurements at December 31, 2012 Using | ||||||||||||||||
Total Fair | Quoted | Significant | Significant | |||||||||||||
Value | Prices in | Other | Unobservable | |||||||||||||
Active | Observable | Inputs | ||||||||||||||
Markets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Financial assets: | ||||||||||||||||
Interest Rate Cap (1) | $ | 44 | $ | — | $ | 44 | $ | — | ||||||||
Total assets | $ | 44 | $ | — | $ | 44 | $ | — | ||||||||
Financial liabilities: | ||||||||||||||||
Other current liabilities | ||||||||||||||||
Green Bay Option (2) | $ | (11,386 | ) | $ | — | $ | — | $ | (11,386 | ) | ||||||
Total liabilities | $ | (11,386 | ) | $ | — | $ | — | $ | (11,386 | ) | ||||||
-1 | Pursuant to the Interest Rate Cap, the Company pays a fixed interest rate on a $71.3 million notional amount of its term loans. The fair value of the Interest Rate Cap is determined based on a discounted cash flow analysis of the expected future cash flows using observable inputs, including interest rates and yield curves. Derivative valuations incorporate adjustments that are necessary to reflect the credit risk. | |||||||||||||||
-2 | The fair value of the Green Bay Option was determined using inputs that are supported by little or no market activity (a Level 3 measurement). The fair value represents an estimate of the net amount that the Company would pay if the option was transferred to another party as of the date of the valuation. The option valuation incorporates a credit risk adjustment to reflect the probability of default by the Company. | |||||||||||||||
-3 | The fair value of the contingent consideration was determined using inputs that are supported by little or no market activity (a Level 3 measurement). Contingent consideration represents the fair value of the additional cash consideration potentially payable as part of the WFME Asset Exchange if certain future conditions are met as detailed in the purchase agreement. See Note 2 “Acquisitions and Dispositions”. | |||||||||||||||
Quantitative Information Regarding Significant Unobservable Inputs | Quantitative information regarding the significant unobservable inputs related to the contingent consideration as of September 30, 2013 was as follows (dollars in thousands): | |||||||||||||||
Fair Value | Valuation Technique | Unobservable Inputs | ||||||||||||||
$ | 31 | Income Approach | Total term | 5 years | ||||||||||||
Conditions | 3 | |||||||||||||||
Bond equivalent yield discount rate | 0.1 | % | ||||||||||||||
Schedule of Gross Amounts and Fair Value of Company's First Lien Term Loan, Second Lien Term Loan, Revolving Credit Facility and 7.75% Senior Notes | The following table shows the gross amount and fair value of the Company’s term loans and 7.75% Senior Notes (dollars in thousands): | |||||||||||||||
September 30, 2013 | December 31, | |||||||||||||||
2012 | ||||||||||||||||
First Lien Term Loan: | ||||||||||||||||
Carrying value | $ | 1,237,260 | $ | 1,321,687 | ||||||||||||
Fair value - Level 2 | 1,249,633 | 1,331,600 | ||||||||||||||
Second Lien Term Loan: | ||||||||||||||||
Carrying value | $ | 785,496 | $ | 790,000 | ||||||||||||
Fair value - Level 2 | 801,207 | 811,725 | ||||||||||||||
7.75% Senior Notes: | ||||||||||||||||
Carrying value | $ | 610,000 | $ | 610,000 | ||||||||||||
Fair value - Level 2 | 635,925 | 599,325 | ||||||||||||||
Green Bay Options | ||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||
Schedule of Components of Change in Fair Value Associated With Green Bay Option | The reconciliation below contains the components of the change in fair value associated with the Green Bay Option from January 1, 2013 to September 30, 2013 (dollars in thousands): | |||||||||||||||
Description | Green Bay Option | |||||||||||||||
Fair value balance at January 1, 2013 | $ | (11,386 | ) | |||||||||||||
Add: Mark to market fair value adjustment | 2,672 | |||||||||||||||
Add: Down payment to Clear Channel | 5,000 | |||||||||||||||
Fair value balance at September 30, 2013 | $ | (3,714 | ) | |||||||||||||
Quantitative Information Regarding Significant Unobservable Inputs | Quantitative information regarding the significant unobservable inputs related to the Green Bay Option as of September 30, 2013 was as follows (dollars in thousands): | |||||||||||||||
Fair Value | Valuation Technique | Unobservable Inputs | ||||||||||||||
$ | (3,714 | ) | Black-Scholes Model | Risk adjusted discount rate | 5.7 | % | ||||||||||
Total term | less than 1 year | |||||||||||||||
Volatility rate | 25 | % | ||||||||||||||
Annual dividend rate | — | % | ||||||||||||||
Bond equivalent yield discount rate | — | % | ||||||||||||||
Contingent Consideration | ||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||
Schedule of Components of Change in Fair Value Associated With Green Bay Option | The reconciliation below contains the components of the change in continuing contingency associated with the contingent consideration from January 1, 2013 to September 30, 2013 (dollars in thousands): | |||||||||||||||
Description | Contingent Consideration | |||||||||||||||
Fair value balance at January 1, 2013 | $ | — | ||||||||||||||
Add: Acquisition of WFME | (31 | ) | ||||||||||||||
Fair value balance at September 30, 2013 | $ | (31 | ) |
Earnings_Per_Share_EPS_Tables
Earnings Per Share ("EPS") (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||
Schedule of Computation of Basic and Diluted Earnings per Common Share | The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2013 and 2012 (amounts in thousands, except per share data): | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Basic Income (Loss) Per Share | ||||||||||||||||
Numerator: | ||||||||||||||||
Undistributed net income from continuing operations | $ | 7,037 | $ | 26,787 | $ | 25,148 | $ | 12,424 | ||||||||
Less: | ||||||||||||||||
Dividends declared on redeemable preferred stock | 4,091 | 3,418 | 9,395 | 11,126 | ||||||||||||
Accretion of redeemable preferred stock | 486 | 1,446 | 2,474 | 6,065 | ||||||||||||
Participation rights of the Company Warrants in undistributed earnings | 372 | 4,093 | 2,169 | — | ||||||||||||
Participation rights of unvested restricted stock in undistributed earnings | 5 | 84 | 27 | — | ||||||||||||
Basic undistributed net income (loss) from continuing operations attributable to common shares | $ | 2,083 | $ | 17,746 | $ | 11,083 | $ | (4,767 | ) | |||||||
Denominator: | ||||||||||||||||
Basic weighted average shares outstanding | 179,700 | 169,510 | 176,995 | 158,902 | ||||||||||||
Basic undistributed net income (loss) from continuing operations per share--attributable to common shares | $ | 0.01 | $ | 0.1 | $ | 0.06 | $ | (0.03 | ) | |||||||
Diluted Income (Loss) Per Share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Undistributed net income from continuing operations | $ | 7,037 | $ | 26,787 | $ | 25,148 | $ | 12,424 | ||||||||
Less: | ||||||||||||||||
Dividends declared on redeemable preferred stock | 4,091 | 3,418 | 9,395 | 11,126 | ||||||||||||
Accretion of redeemable preferred stock | 486 | 1,446 | 2,474 | 6,065 | ||||||||||||
Participation rights of the Company Warrants in undistributed net income | 366 | 3,962 | 2,139 | — | ||||||||||||
Participation rights of unvested restricted stock in undistributed earnings | 5 | 81 | 27 | — | ||||||||||||
Basic undistributed net income (loss) from continuing operations attributable to common shares | $ | 2,089 | $ | 17,880 | $ | 11,113 | $ | (4,767 | ) | |||||||
Denominator: | ||||||||||||||||
Basic weighted average shares outstanding | 179,700 | 169,510 | 176,995 | 158,902 | ||||||||||||
Effect of dilutive options and warrants | 3,432 | 6,842 | 3,038 | — | ||||||||||||
Diluted weighted average shares outstanding | 183,132 | 176,352 | 180,033 | 158,902 | ||||||||||||
Diluted undistributed net income (loss) from continuing operations attributable to common shares | $ | 0.01 | $ | 0.1 | $ | 0.06 | $ | (0.03 | ) | |||||||
Supplemental_Condensed_Consoli1
Supplemental Condensed Consolidating Financial Information (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |||||||||||||||||||||||||
Condensed Consolidated Statements of Operations | CUMULUS MEDIA INC. | ||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||||||||||
Three Months Ended September 30, 2013 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Cumulus | Cumulus | Subsidiary | Subsidiary | Eliminations | Total | ||||||||||||||||||||
Media Inc. | Media | Guarantors | Non-guarantors | Consolidated | |||||||||||||||||||||
(Parent | Holdings Inc. | ||||||||||||||||||||||||
Guarantor) | (Subsidiary | ||||||||||||||||||||||||
Issuer) | |||||||||||||||||||||||||
Broadcast revenues | $ | — | $ | — | $ | 280,156 | $ | — | $ | — | $ | 280,156 | |||||||||||||
Management fees | — | 917 | — | — | — | 917 | |||||||||||||||||||
Net revenues | — | 917 | 280,156 | — | — | 281,073 | |||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||
Direct operating expenses (excluding depreciation, amortization and LMA fees) | — | — | 173,459 | 579 | — | 174,038 | |||||||||||||||||||
Depreciation and amortization | — | 471 | 28,471 | — | — | 28,942 | |||||||||||||||||||
LMA fees | — | — | 628 | — | — | 628 | |||||||||||||||||||
Corporate general and administrative expenses (including stock-based compensation expense of $2,259) | — | 11,757 | — | — | — | 11,757 | |||||||||||||||||||
Gain on sale of stations | — | — | (5,198 | ) | — | — | (5,198 | ) | |||||||||||||||||
Loss on derivative instrument | — | — | 172 | — | — | 172 | |||||||||||||||||||
Total operating expenses | — | 12,228 | 197,532 | 579 | — | 210,339 | |||||||||||||||||||
Operating (loss) income | — | (11,311 | ) | 82,624 | (579 | ) | — | 70,734 | |||||||||||||||||
Non-operating (expense) income: | |||||||||||||||||||||||||
Interest expense, net | (3,498 | ) | (41,698 | ) | 2 | — | — | (45,194 | ) | ||||||||||||||||
Other expense, net | — | — | (140 | ) | — | — | (140 | ) | |||||||||||||||||
Total non-operating expense, net | (3,498 | ) | (41,698 | ) | (138 | ) | — | — | (45,334 | ) | |||||||||||||||
(Loss) income before income taxes | (3,498 | ) | (53,009 | ) | 82,486 | (579 | ) | — | 25,400 | ||||||||||||||||
Income tax expense | — | — | (2,895 | ) | (15,468 | ) | — | (18,363 | ) | ||||||||||||||||
Earnings (loss) from consolidated subsidiaries | 10,535 | 63,544 | (16,047 | ) | — | (58,032 | ) | — | |||||||||||||||||
Net income (loss) | $ | 7,037 | $ | 10,535 | $ | 63,544 | $ | (16,047 | ) | $ | (58,032 | ) | $ | 7,037 | |||||||||||
CUMULUS MEDIA INC. | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||||||||||
Nine Months Ended September 30, 2013 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Cumulus | Cumulus | Subsidiary | Subsidiary | Eliminations | Total | ||||||||||||||||||||
Media Inc. | Media | Guarantors | Non-guarantors | Consolidated | |||||||||||||||||||||
(Parent | Holdings Inc. | ||||||||||||||||||||||||
Guarantor) | (Subsidiary | ||||||||||||||||||||||||
Issuer) | |||||||||||||||||||||||||
Broadcast revenues | $ | — | $ | — | $ | 802,704 | $ | — | $ | — | $ | 802,704 | |||||||||||||
Management fees | — | 917 | — | — | — | 917 | |||||||||||||||||||
Net revenues | — | 917 | 802,704 | — | — | 803,621 | |||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||
Direct operating expenses (excluding depreciation, amortization and LMA fees) | — | — | 508,284 | 1,688 | — | 509,972 | |||||||||||||||||||
Depreciation and amortization | — | 1,451 | 85,358 | — | — | 86,809 | |||||||||||||||||||
LMA fees | — | — | 2,356 | — | — | 2,356 | |||||||||||||||||||
Corporate general and administrative expenses (including stock-based compensation expense of $7,393) | — | 33,365 | — | — | — | 33,365 | |||||||||||||||||||
Loss on sale of stations | — | — | (3,662 | ) | — | — | — | (3,662 | ) | ||||||||||||||||
Gain on derivative instrument | — | — | (2,672 | ) | — | — | (2,672 | ) | |||||||||||||||||
Total operating expenses | — | 34,816 | 589,664 | 1,688 | — | 626,168 | |||||||||||||||||||
Operating (loss) income | — | (33,899 | ) | 213,040 | (1,688 | ) | — | 177,453 | |||||||||||||||||
Non-operating (expense) income: | |||||||||||||||||||||||||
Interest (expense) income, net | (8,186 | ) | (125,173 | ) | 80 | — | — | (133,279 | ) | ||||||||||||||||
Loss on early extinguishment of debt | — | (4,539 | ) | — | — | — | (4,539 | ) | |||||||||||||||||
Other expense, net | — | — | (400 | ) | — | — | (400 | ) | |||||||||||||||||
Total non-operating expense, net | (8,186 | ) | (129,712 | ) | (320 | ) | — | — | (138,218 | ) | |||||||||||||||
(Loss) income before income taxes | (8,186 | ) | (163,611 | ) | 212,720 | (1,688 | ) | — | 39,235 | ||||||||||||||||
Income tax benefit (expense) | — | — | 9,821 | (23,908 | ) | — | (14,087 | ) | |||||||||||||||||
Earnings (loss) from consolidated subsidiaries | 33,334 | 196,945 | (25,596 | ) | — | (204,683 | ) | — | |||||||||||||||||
Net income (loss) | $ | 25,148 | $ | 33,334 | $ | 196,945 | $ | (25,596 | ) | $ | (204,683 | ) | $ | 25,148 | |||||||||||
CUMULUS MEDIA INC. | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||||||||||
Three Months Ended September 30, 2012 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Cumulus | Cumulus | Subsidiary | Subsidiary | Eliminations | Total | ||||||||||||||||||||
Media Inc. | Media | Guarantors | Non-guarantors | Consolidated | |||||||||||||||||||||
(Parent | Holdings Inc. | ||||||||||||||||||||||||
Guarantor) | (Subsidiary | ||||||||||||||||||||||||
Issuer) | |||||||||||||||||||||||||
Broadcast revenues | $ | — | $ | — | $ | 274,160 | $ | — | $ | — | $ | 274,160 | |||||||||||||
Management fees | 1,190 | — | — | — | — | 1,190 | |||||||||||||||||||
Net revenues | 1,190 | — | 274,160 | — | — | 275,350 | |||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||
Direct operating expenses (excluding depreciation, amortization and LMA fees) | — | — | 160,282 | 1,458 | — | 161,740 | |||||||||||||||||||
Depreciation and amortization | 543 | — | 34,696 | — | — | 35,239 | |||||||||||||||||||
LMA fees | — | — | 928 | — | — | 928 | |||||||||||||||||||
Corporate general and administrative expenses (including stock-based compensation expense of $2,764) | 12,979 | — | — | — | — | 12,979 | |||||||||||||||||||
Gain on derivative instrument | — | — | (129 | ) | — | — | (129 | ) | |||||||||||||||||
Total operating expenses | 13,522 | — | 195,777 | 1,458 | — | 210,757 | |||||||||||||||||||
Operating (loss) income | (12,332 | ) | — | 78,383 | (1,458 | ) | — | 64,593 | |||||||||||||||||
Non-operating (expense) income: | |||||||||||||||||||||||||
Interest (expense) income, net | (1,361 | ) | (48,651 | ) | 255 | — | — | (49,757 | ) | ||||||||||||||||
Other expense, net | — | — | (224 | ) | — | — | (224 | ) | |||||||||||||||||
Total non-operating (expense) income, net | (1,361 | ) | (48,651 | ) | 31 | — | — | (49,981 | ) | ||||||||||||||||
(Loss) income before income taxes | (13,693 | ) | (48,651 | ) | 78,414 | (1,458 | ) | — | 14,612 | ||||||||||||||||
Income tax benefit | — | — | 10,010 | 2,165 | — | 12,175 | |||||||||||||||||||
(Loss) income from continuing operations | (13,693 | ) | (48,651 | ) | 88,424 | 707 | — | 26,787 | |||||||||||||||||
Income (loss) from discontinued operations, net of taxes | — | — | 35,275 | (6,017 | ) | — | 29,258 | ||||||||||||||||||
Earnings (loss) from consolidated subsidiaries | 69,738 | 118,389 | (5,310 | ) | — | (182,817 | ) | — | |||||||||||||||||
Net income (loss) | $ | 56,045 | $ | 69,738 | $ | 118,389 | $ | (5,310 | ) | $ | (182,817 | ) | $ | 56,045 | |||||||||||
CUMULUS MEDIA INC. | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||||||||||
Nine Months Ended September 30, 2012 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Cumulus | Cumulus | Subsidiary | Subsidiary | Eliminations | Total | ||||||||||||||||||||
Media Inc. | Media | Guarantors | Non-guarantors | Consolidated | |||||||||||||||||||||
(Parent | Holdings Inc. | ||||||||||||||||||||||||
Guarantor) | (Subsidiary | ||||||||||||||||||||||||
Issuer) | |||||||||||||||||||||||||
Broadcast revenues | $ | — | $ | — | $ | 790,870 | $ | — | $ | — | $ | 790,870 | |||||||||||||
Management fees | 1,516 | — | — | — | — | 1,516 | |||||||||||||||||||
Net revenues | 1,516 | — | 790,870 | — | — | 792,386 | |||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||
Direct operating expenses (excluding depreciation, amortization and LMA fees) | — | — | 481,601 | 2,505 | — | 484,106 | |||||||||||||||||||
Depreciation and amortization | 1,109 | — | 105,212 | — | — | 106,321 | |||||||||||||||||||
LMA fees | — | — | 2,652 | — | — | 2,652 | |||||||||||||||||||
Corporate general and administrative expenses (including stock-based compensation expense of $15,671) | 46,473 | — | — | — | — | 46,473 | |||||||||||||||||||
Realized loss on derivative instrument | — | — | 624 | — | — | 624 | |||||||||||||||||||
Impairment of intangible assets | — | — | 12,435 | — | — | 12,435 | |||||||||||||||||||
Total operating expenses | 47,582 | — | 602,524 | 2,505 | — | 652,611 | |||||||||||||||||||
Operating (loss) income | (46,066 | ) | — | 188,346 | (2,505 | ) | — | 139,775 | |||||||||||||||||
Non-operating (expense) income: | |||||||||||||||||||||||||
Interest (expense) income, net | (1,683 | ) | (149,349 | ) | 853 | — | — | (150,179 | ) | ||||||||||||||||
Other (expense), net | — | — | (34 | ) | — | — | (34 | ) | |||||||||||||||||
Total non-operating (expense) income, net | (1,683 | ) | (149,349 | ) | 819 | — | — | (150,213 | ) | ||||||||||||||||
(Loss) income before income taxes | (47,749 | ) | (149,349 | ) | 189,165 | (2,505 | ) | — | (10,438 | ) | |||||||||||||||
Income tax benefit | — | — | 11,272 | 11,590 | — | 22,862 | |||||||||||||||||||
(Loss) income from continuing operations | (47,749 | ) | (149,349 | ) | 200,437 | 9,085 | — | 12,424 | |||||||||||||||||
Income (loss) from discontinued operations, net of taxes | — | — | 48,766 | (9,131 | ) | — | 39,635 | ||||||||||||||||||
Earnings (loss) from consolidated subsidiaries | 99,808 | 249,157 | (46 | ) | — | (348,919 | ) | — | |||||||||||||||||
Net income (loss) | $ | 52,059 | $ | 99,808 | $ | 249,157 | $ | (46 | ) | $ | (348,919 | ) | $ | 52,059 | |||||||||||
Condensed Consolidated Balance Sheets | CUMULUS MEDIA INC. | ||||||||||||||||||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||||||||||||||||||||
September 30, 2013 | |||||||||||||||||||||||||
(Dollars in thousands, except for share and per share data) | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Cumulus | Cumulus | Subsidiary | Subsidiary | Eliminations | Total | ||||||||||||||||||||
Media Inc. | Media | Guarantors | Non-guarantors | Consolidated | |||||||||||||||||||||
(Parent | Holdings Inc. | ||||||||||||||||||||||||
Guarantor) | (Subsidiary | ||||||||||||||||||||||||
Issuer) | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 63,970 | $ | 200 | $ | — | $ | — | $ | 64,170 | |||||||||||||
Restricted cash | — | 3,729 | — | — | — | 3,729 | |||||||||||||||||||
Accounts receivable, less allowance for doubtful accounts of $3,728 | — | — | 194,872 | — | — | 194,872 | |||||||||||||||||||
Trade receivable | — | — | 7,821 | — | — | 7,821 | |||||||||||||||||||
Deferred income taxes | — | — | 30,575 | 30,575 | |||||||||||||||||||||
Prepaid expenses and other current assets | — | 5,292 | 18,348 | — | — | 23,640 | |||||||||||||||||||
Total current assets | — | 72,991 | 251,816 | — | — | 324,807 | |||||||||||||||||||
Property and equipment, net | — | 3,680 | 237,235 | — | — | 240,915 | |||||||||||||||||||
Broadcast licenses | — | — | — | 1,640,829 | — | 1,640,829 | |||||||||||||||||||
Other intangible assets, net | — | — | 194,653 | — | — | 194,653 | |||||||||||||||||||
Goodwill | — | — | 1,205,195 | — | — | 1,205,195 | |||||||||||||||||||
Investment in consolidated subsidiaries | 428,574 | 3,543,072 | 1,046,065 | — | (5,017,711 | ) | — | ||||||||||||||||||
Intercompany receivables | — | 83,032 | 675,200 | — | (758,232 | ) | — | ||||||||||||||||||
Other assets | 132 | 51,473 | 38,892 | — | (19,757 | ) | 70,740 | ||||||||||||||||||
Total assets | $ | 428,706 | $ | 3,754,248 | $ | 3,649,056 | $ | 1,640,829 | $ | (5,795,700 | ) | $ | 3,677,139 | ||||||||||||
Liabilities, Redeemable Preferred Stock and Stockholders’ Equity (Deficit) | |||||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||||
Accounts payable and accrued expenses | $ | — | $ | 32,186 | $ | 59,542 | $ | — | $ | — | $ | 91,728 | |||||||||||||
Trade payable | — | — | 7,107 | — | — | 7,107 | |||||||||||||||||||
Current portion of long-term debt | — | 38,092 | — | — | — | 38,092 | |||||||||||||||||||
Other current liabilities | — | — | 3,714 | — | — | 3,714 | |||||||||||||||||||
Total current liabilities | — | 70,278 | 70,363 | — | — | 140,641 | |||||||||||||||||||
Long-term debt, excluding 7.75% Senior Notes | — | 1,966,230 | — | — | — | 1,966,230 | |||||||||||||||||||
7.75% Senior Notes | — | 610,000 | — | — | — | 610,000 | |||||||||||||||||||
Series B cumulative redeemable preferable stock | 77,241 | — | — | — | — | 77,241 | |||||||||||||||||||
Other liabilities | — | 3,966 | 35,621 | — | — | 39,587 | |||||||||||||||||||
Intercompany payables | 83,032 | 675,200 | — | — | (758,232 | ) | — | ||||||||||||||||||
Deferred income taxes | — | — | 594,764 | (19,757 | ) | 575,007 | |||||||||||||||||||
Total liabilities | 160,273 | 3,325,674 | 105,984 | 594,764 | (777,989 | ) | 3,408,706 | ||||||||||||||||||
Stockholders’ equity (deficit): | |||||||||||||||||||||||||
Class A common stock, par value $0.01 per share; 750,000,000 shares authorized; 191,473,932 shares issued and 167,300,363 shares outstanding | 1,914 | — | — | — | — | 1,914 | |||||||||||||||||||
Class B common stock, par value $0.01 per share; 600,000,000 shares authorized; 15,424,944 shares issued and outstanding | 154 | — | — | — | — | 154 | |||||||||||||||||||
Class C common stock, par value $0.01 per share; 644,871 shares authorized, issued and outstanding | 6 | — | — | — | — | 6 | |||||||||||||||||||
Treasury stock, at cost, 24,173,569 shares | (250,917 | ) | — | — | — | — | (250,917 | ) | |||||||||||||||||
Additional paid-in-capital | 1,510,329 | 212,631 | 3,844,237 | 2,044,040 | (6,100,908 | ) | 1,510,329 | ||||||||||||||||||
Accumulated (deficit) equity | (993,053 | ) | 215,943 | (301,165 | ) | (997,975 | ) | 1,083,197 | (993,053 | ) | |||||||||||||||
Total stockholders’ equity (deficit) | 268,433 | 428,574 | 3,543,072 | 1,046,065 | (5,017,711 | ) | 268,433 | ||||||||||||||||||
Total liabilities, redeemable preferred stock and stockholders’ equity (deficit) | $ | 428,706 | $ | 3,754,248 | $ | 3,649,056 | $ | 1,640,829 | $ | (5,795,700 | ) | $ | 3,677,139 | ||||||||||||
CUMULUS MEDIA INC. | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||||||||||||||||||||
December 31, 2012 | |||||||||||||||||||||||||
(Dollars in thousands, except for share and per share data) | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Cumulus | Cumulus | Subsidiary | Subsidiary | Eliminations | Total | ||||||||||||||||||||
Media Inc. | Media | Guarantors | Non-guarantors | Consolidated | |||||||||||||||||||||
(Parent | Holdings Inc. | ||||||||||||||||||||||||
Guarantor) | (Subsidiary | ||||||||||||||||||||||||
Issuer) | |||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | 81,599 | $ | — | $ | 6,451 | $ | — | $ | — | $ | 88,050 | |||||||||||||
Restricted cash | 5,921 | — | — | — | — | 5,921 | |||||||||||||||||||
Accounts receivable, less allowance for doubtful accounts of $4,131 | — | — | 207,563 | — | — | 207,563 | |||||||||||||||||||
Trade receivable | — | — | 6,104 | — | — | 6,104 | |||||||||||||||||||
Deferred income Tax | — | — | 25,145 | — | — | 25,145 | |||||||||||||||||||
Prepaid expenses and other current assets | 6,928 | — | 13,408 | — | — | 20,336 | |||||||||||||||||||
Total current assets | 94,448 | — | 258,671 | — | — | 353,119 | |||||||||||||||||||
Property and equipment, net | 4,690 | — | 251,213 | — | — | 255,903 | |||||||||||||||||||
Broadcast licenses | — | — | — | 1,602,373 | — | 1,602,373 | |||||||||||||||||||
Other intangible assets, net | — | — | 258,761 | — | — | 258,761 | |||||||||||||||||||
Goodwill | — | — | 1,195,594 | — | — | 1,195,594 | |||||||||||||||||||
Investment in consolidated subsidiaries | 415,573 | 3,354,891 | 1,127,135 | — | (4,897,599 | ) | — | ||||||||||||||||||
Intercompany receivables | — | — | 471,329 | — | (471,329 | ) | — | ||||||||||||||||||
Other assets | 11,605 | 47,818 | 18,402 | — | — | 77,825 | |||||||||||||||||||
Total assets | $ | 526,316 | $ | 3,402,709 | $ | 3,581,105 | $ | 1,602,373 | $ | (5,368,928 | ) | $ | 3,743,575 | ||||||||||||
Liabilities, Redeemable Preferred Stock and Stockholders’ Equity (Deficit) | |||||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||||
Accounts payable and accrued expenses | $ | 10,690 | $ | 8,213 | $ | 83,683 | $ | — | $ | — | $ | 102,586 | |||||||||||||
Trade payable | — | — | 4,803 | — | — | 4,803 | |||||||||||||||||||
Current portion of long-term debt | — | 76,468 | — | — | — | 76,468 | |||||||||||||||||||
Other current liabilities | — | — | 11,386 | — | — | 11,386 | |||||||||||||||||||
Total current liabilities | 10,690 | 84,681 | 99,872 | — | — | 195,243 | |||||||||||||||||||
Long-term debt, excluding 7.75% Senior Notes | — | 2,014,599 | — | — | — | 2,014,599 | |||||||||||||||||||
7.75% Senior Notes | — | 610,000 | — | — | — | 610,000 | |||||||||||||||||||
Other liabilities | 3,651 | — | 41,662 | — | — | 45,313 | |||||||||||||||||||
Intercompany payables | 193,473 | 277,856 | — | — | (471,329 | ) | — | ||||||||||||||||||
Deferred income taxes | — | — | 84,680 | 475,238 | — | 559,918 | |||||||||||||||||||
Total liabilities | 207,814 | 2,987,136 | 226,214 | 475,238 | (471,329 | ) | 3,425,073 | ||||||||||||||||||
Redeemable preferred stock: | |||||||||||||||||||||||||
Series A cumulative redeemable preferred stock, par value $0.01 per share; stated value of $1,000 per share; 100,000,000 shares authorized; 75,767 shares issued and outstanding | 71,869 | — | — | — | — | 71,869 | |||||||||||||||||||
Total redeemable preferred stock | 71,869 | — | — | — | — | 71,869 | |||||||||||||||||||
Stockholders’ equity (deficit): | |||||||||||||||||||||||||
Class A common stock, par value $0.01 per share; 750,000,000 shares authorized; 182,682,073 shares issued and 158,519,394 shares outstanding | 1,827 | — | — | — | — | 1,827 | |||||||||||||||||||
Class B common stock, par value $0.01 per share; 600,000,000 shares authorized; 15,424,944 shares issued and outstanding | 154 | — | — | — | — | 154 | |||||||||||||||||||
Class C common stock, par value $0.01 per share; 644,871 shares authorized, issued and outstanding | 6 | — | — | — | — | 6 | |||||||||||||||||||
Treasury stock, at cost, 24,162,676 shares | (252,001 | ) | — | — | — | — | (252,001 | ) | |||||||||||||||||
Additional paid-in-capital | 1,514,849 | 232,964 | 3,853,001 | 2,099,514 | (6,185,479 | ) | 1,514,849 | ||||||||||||||||||
Accumulated (deficit) equity | (1,018,202 | ) | 182,609 | (498,110 | ) | (972,379 | ) | 1,287,880 | (1,018,202 | ) | |||||||||||||||
Total stockholders’ equity (deficit) | 246,633 | 415,573 | 3,354,891 | 1,127,135 | (4,897,599 | ) | 246,633 | ||||||||||||||||||
Total liabilities, redeemable preferred stock and stockholders’ equity (deficit) | $ | 526,316 | $ | 3,402,709 | $ | 3,581,105 | $ | 1,602,373 | $ | (5,368,928 | ) | $ | 3,743,575 | ||||||||||||
Condensed Consolidated Statements of Cash Flows | CUMULUS MEDIA INC. | ||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||||||||||||||||
Nine Months Ended September 30, 2013 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Cumulus | Cumulus Media | Subsidiary | Subsidiary | Eliminations | Total | ||||||||||||||||||||
Media Inc. | Holdings Inc. | Guarantors | Non-guarantors | Consolidated | |||||||||||||||||||||
(Parent | (Subsidiary | ||||||||||||||||||||||||
Guarantor) | Issuer) | ||||||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||||||
Net income (loss) | $ | 25,148 | $ | 33,334 | $ | 196,945 | $ | (25,596 | ) | $ | (204,683 | ) | $ | 25,148 | |||||||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||||||||||||||||
Depreciation and amortization | — | 1,451 | 85,358 | — | — | 86,809 | |||||||||||||||||||
Amortization of debt issuance costs/discounts | — | 7,515 | — | — | — | 7,515 | |||||||||||||||||||
Provision for doubtful accounts | — | — | 2,002 | — | — | 2,002 | |||||||||||||||||||
Gain on sale of assets or stations | — | — | (3,556 | ) | — | — | (3,556 | ) | |||||||||||||||||
Loss on early extinguishment of debt | — | 4,539 | — | — | — | 4,539 | |||||||||||||||||||
Fair value adjustment of derivative instruments | — | (27 | ) | (2,630 | ) | — | — | (2,657 | ) | ||||||||||||||||
Deferred income taxes | — | — | (14,249 | ) | 23,908 | — | 9,659 | ||||||||||||||||||
Stock-based compensation expense | — | 7,393 | — | — | — | 7,393 | |||||||||||||||||||
(Loss) earnings from consolidated subsidiaries | (33,334 | ) | (196,945 | ) | 25,596 | — | 204,683 | — | |||||||||||||||||
Changes in assets and liabilities | (83,899 | ) | 105,672 | (32,646 | ) | 1,688 | — | (9,185 | ) | ||||||||||||||||
Net cash (used in) provided by operating activities | (92,085 | ) | (37,068 | ) | 256,820 | — | — | 127,667 | |||||||||||||||||
Cash flows from investing activities | |||||||||||||||||||||||||
Proceeds from sale of assets or stations | — | — | 6,492 | — | — | 6,492 | |||||||||||||||||||
Restricted cash | — | 2,192 | — | — | — | 2,192 | |||||||||||||||||||
Initial payment of Green Bay Option | — | — | (5,000 | ) | — | — | (5,000 | ) | |||||||||||||||||
Acquisition less cash required | — | — | (52,685 | ) | — | — | (52,685 | ) | |||||||||||||||||
Capital expenditures | — | (441 | ) | (8,007 | ) | — | — | (8,448 | ) | ||||||||||||||||
Net cash provided by (used in) investing activities | — | 1,751 | (59,200 | ) | — | — | (57,449 | ) | |||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||||
Intercompany transactions, net | 15,112 | 188,759 | (203,871 | ) | — | — | — | ||||||||||||||||||
Repayments of borrowings under term loans and revolving credit facilities | — | (88,931 | ) | — | — | — | (88,931 | ) | |||||||||||||||||
Tax withholding payments on behalf of employees for stock based compensation | — | (337 | ) | — | — | — | (337 | ) | |||||||||||||||||
Redemption of Series A preferred stock | (73,150 | ) | — | — | — | — | (73,150 | ) | |||||||||||||||||
Proceeds from issuance of Series B preferred stock | 77,241 | 77,241 | |||||||||||||||||||||||
Series A Preferred stock dividends | (9,395 | ) | — | — | — | — | (9,395 | ) | |||||||||||||||||
Proceeds from exercises of warrants | 64 | — | — | — | — | 64 | |||||||||||||||||||
Proceeds from exercises of options | 614 | — | — | — | — | 614 | |||||||||||||||||||
Deferred financing costs | — | (204 | ) | — | — | — | (204 | ) | |||||||||||||||||
Net cash provided by (used in) financing activities | 10,486 | 99,287 | (203,871 | ) | — | — | (94,098 | ) | |||||||||||||||||
(Decrease) increase in cash and cash equivalents | (81,599 | ) | 63,970 | (6,251 | ) | — | — | (23,880 | ) | ||||||||||||||||
Cash and cash equivalents at beginning of period | 81,599 | — | 6,451 | — | — | 88,050 | |||||||||||||||||||
Cash and cash equivalents at end of period | $ | — | $ | 63,970 | $ | 200 | $ | — | $ | — | $ | 64,170 | |||||||||||||
CUMULUS MEDIA INC. | |||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||||||||||||||||
Nine Months Ended September 30, 2012 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
Cumulus Media | Cumulus Media | Subsidiary | Subsidiary | Eliminations | Total | ||||||||||||||||||||
Inc. | Holdings Inc. | Guarantors | Non-guarantors | Consolidated | |||||||||||||||||||||
(Parent | (Subsidiary | ||||||||||||||||||||||||
Guarantor) | Issuer) | ||||||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||||||
Net income (loss) | $ | 52,059 | $ | 99,808 | $ | 249,157 | $ | (46 | ) | $ | (348,919 | ) | $ | 52,059 | |||||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||||||||||||||||
Depreciation and amortization | 1,109 | — | 106,372 | — | — | 107,481 | |||||||||||||||||||
Amortization of debt issuance costs/discount | — | 7,581 | — | — | — | 7,581 | |||||||||||||||||||
Provision for doubtful accounts | — | — | 2,892 | — | — | 2,892 | |||||||||||||||||||
Gain on sale of assets or stations | — | — | (163 | ) | — | — | (163 | ) | |||||||||||||||||
Gain on exchange of assets or stations | — | — | (38,251 | ) | (24,977 | ) | — | (63,228 | ) | ||||||||||||||||
Impairment of intangible assets | — | 12,435 | 12,435 | ||||||||||||||||||||||
Fair value adjustment of derivative instruments | 311 | — | 624 | — | — | 935 | |||||||||||||||||||
Deferred income taxes | — | — | (16,475 | ) | 22,518 | — | 6,043 | ||||||||||||||||||
Stock-based compensation expense | 15,671 | — | — | — | — | 15,671 | |||||||||||||||||||
(Loss) earnings from consolidated subsidiaries | (99,808 | ) | (249,157 | ) | 46 | — | 348,919 | — | |||||||||||||||||
Changes in assets and liabilities | 11,103 | (7,581 | ) | (19,033 | ) | 2,505 | — | (13,006 | ) | ||||||||||||||||
Net cash (used in) provided by operating activities | (19,555 | ) | (149,349 | ) | 297,604 | — | — | 128,700 | |||||||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||||||
Restricted cash | 600 | — | — | — | — | 600 | |||||||||||||||||||
Proceeds from sale of assets or stations | 426 | — | — | — | — | 426 | |||||||||||||||||||
Proceeds from exchange of asset or stations | — | — | 114,918 | — | — | 114,918 | |||||||||||||||||||
Capital expenditures | (722 | ) | — | (3,933 | ) | — | — | (4,655 | ) | ||||||||||||||||
Net cash provided by investing activities | 304 | — | 110,985 | — | — | 111,289 | |||||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||||
Intercompany transactions, net | 108,989 | 310,349 | (419,338 | ) | — | — | — | ||||||||||||||||||
Repayments of borrowings under term loans and revolving credit facilities | — | (161,000 | ) | — | — | — | (161,000 | ) | |||||||||||||||||
Tax withholding payments on behalf of employees for stock-based compensation | (1,909 | ) | — | — | — | — | (1,909 | ) | |||||||||||||||||
Series A preferred stock dividends | (11,599 | ) | — | — | — | — | (11,599 | ) | |||||||||||||||||
Proceeds from exercises of warrants | 136 | — | — | — | — | 136 | |||||||||||||||||||
Repayment of Series A preferred stock | (49,233 | ) | — | — | — | — | (49,233 | ) | |||||||||||||||||
Net cash provided by (used in) financing activities | 46,384 | 149,349 | (419,338 | ) | — | — | (223,605 | ) | |||||||||||||||||
Increase (decrease) in cash and cash equivalents | 27,133 | — | (10,749 | ) | — | — | 16,384 | ||||||||||||||||||
Cash and cash equivalents at beginning of period | 11,714 | — | 18,878 | — | — | 30,592 | |||||||||||||||||||
Cash and cash equivalents at end of period | $ | 38,847 | $ | — | $ | 8,129 | $ | — | $ | — | $ | 46,976 | |||||||||||||
Description_of_Business_Interi2
Description of Business, Interim Financial Data and Basis of Presentation Description of Business, Interim Financial Data and Basis of Presentation: Additional Information (Detail) | Sep. 30, 2013 |
Market | |
Accounting Policies [Abstract] | |
Number of radio stations owned or operated by Cumulus Media | 520 |
Number of radio stations under local marketing agreements | 14 |
Number of U S Media markets | 108 |
Stations served by a nationwide radio network | 5,500 |
Acquisitions_and_Dispositions_1
Acquisitions and Dispositions - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Sep. 25, 2012 | Jan. 08, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jan. 17, 2013 | Aug. 30, 2013 | Jul. 31, 2012 | Jul. 31, 2012 | Jan. 31, 2013 | Dec. 06, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Jan. 28, 2013 | Aug. 30, 2013 |
Market | WFME Asset Exchange | WFME Asset Exchange | WFME Asset Exchange | Pamal Broadcasting Asset Purchase | Pamal Broadcasting Asset Purchase | Pamal Broadcasting Asset Purchase | Townsquare Media, LLC | Townsquare Media, LLC | 2012 Acquisitions | KCHZ Acquisition | KCHZ Acquisition | KMJK Acquisition | KMJK Acquisition | KMJK Acquisition | Dial Global Inc | ||
Maximum | Entity | Entity | Market | ||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Acquisition purchase price paid in cash | $40,000,000 | $114,900,000 | $1,200,000 | $10,000,000 | |||||||||||||
Add: Acquisition of WFME | 31,000 | 10,000,000 | 100,000 | ||||||||||||||
Future market revenue growth rates for residual year | 2.00% | 2.00% | |||||||||||||||
Weighted average cost of capital | 10.00% | 10.00% | |||||||||||||||
Acquired entity purchase price | 18,100,000 | 40,083,000 | 6,483,000 | 11,200,000 | 6,900,000 | ||||||||||||
Revenue | 500,000 | 1,400,000 | 1,500,000 | 4,100,000 | |||||||||||||
Disposal of stations | 55 | ||||||||||||||||
Number of radio stations acquired | 5 | 10 | |||||||||||||||
Acquired goodwill deductible for tax purposes | 1,100,000 | ||||||||||||||||
Number of radio stations owned or operated by Cumulus Media | 520 | 10,000 | |||||||||||||||
Purchase price per agreement for pending acquistion | 45,000,000 | ||||||||||||||||
Expected repayment of debt by acquiree | 215,000,000 | ||||||||||||||||
Number of radio stations to be sold | 53 | ||||||||||||||||
Cash to be received from sale of radio stations | $238,000,000 | ||||||||||||||||
Number of radio stations that will be swapped | 15 |
Summary_of_Preliminary_Purchas
Summary of Preliminary Purchase Price Allocation (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 25, 2012 | Sep. 30, 2013 | Jan. 08, 2013 | Jan. 17, 2013 | Jul. 31, 2012 | Sep. 25, 2012 |
In Thousands, unless otherwise specified | WFME Asset Exchange | WFME Asset Exchange | Pamal Broadcasting Asset Purchase | Townsquare Asset Exchange | AR Broadcasting Asset Purchase | |||
Business Acquisition [Line Items] | ||||||||
Current assets | $324,807 | $353,119 | $149 | |||||
Other assets | 1,460 | 23 | ||||||
Current assets | 93 | |||||||
Goodwill | 11,461 | 3,014 | ||||||
Broadcast licenses | 27,100 | 5,700 | 11,900 | 16,850 | ||||
Plant, property, and equipment, net | 62 | 783 | 4,690 | 1,256 | ||||
Current liabilities | -152 | |||||||
Other intangibles | 200 | |||||||
Current liabilities | -140,641 | -195,243 | -207 | |||||
Total purchase price | 18,100 | 40,083 | 6,483 | 19,746 | 18,070 | |||
Less: Cash consideration | -40,000 | |||||||
Less: Carrying value of station transferred | -52 | -71,697 | ||||||
Add: Cash received | 114,918 | |||||||
Less: Contingent consideration | -10,000 | -31 | ||||||
Gain on asset exchange | $0 | $62,967 |
Amortization_of_Definite_Lived
Amortization of Definite Lived Intangible Assets in Asset Exchange, in Relation to Expected Economic Benefits of Such Assets (Detail) (Advertising relationships, USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Advertising relationships | |
Component of Operating Other Cost and Expense [Line Items] | |
Estimated Useful Life in Years | 6 years |
Fair Value | $200 |
Pro_forma_Financial_Informatio
Pro forma Financial Information Based on Assumption that Townsquare Asset Exchange Occurred as of January One Two Thousand Twelve (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Business Acquisition, Pro Forma Information [Line Items] | ||||
Net revenue | $281,073 | $275,350 | $803,621 | $792,386 |
Net income | 7,037 | 56,045 | 25,148 | 52,059 |
Townsquare Asset Exchange | Pro Forma | ||||
Business Acquisition, Pro Forma Information [Line Items] | ||||
Net revenue | 276,166 | 798,681 | ||
Net income | $17,684 | $13,512 |
Income_from_Discontinued_Opera
Income from Discontinued Operations (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net revenue | $3,534 | $23,855 | ||
Operating income | 1,458 | 8,227 | ||
Non-operating expenses | 63,226 | 63,219 | ||
Income from discontinued operations before taxes | 64,684 | 71,446 | ||
Income tax benefit | -35,426 | -31,811 | ||
Income from discontinued operations | 0 | 29,258 | 0 | 39,635 |
Deferred tax benefit related to settlement of deferred tax liabilities | -9,659 | -6,043 | ||
Townsquare Asset Exchange | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Deferred tax benefit related to settlement of deferred tax liabilities | $7,200 | $7,200 |
Restricted_Cash_Additional_Inf
Restricted Cash - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $3,729,000 | $5,921,000 |
Amount released from escrow | 2,300,000 | |
Citadel Acquisition | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 2,300,000 | 2,300,000 |
Restricted cash for internal polices | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 600,000 | 600,000 |
Collateral on letters of credit | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $800,000 | $700,000 |
Changes_in_Intangible_Assets_O
Changes in Intangible Assets Other Than Goodwill (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Indefinite-lived Intangible Assets [Roll Forward] | ||
Indefinite-Lived Intangible Assets, Beginning Balance | $1,602,373 | $1,625,415 |
Indefinite-Lived, Acquisition | 44,839 | 22,253 |
Indefinite-Lived, Impairment | -14,706 | |
Indefinite-Lived, Disposition | 6,383 | 30,589 |
Indefinite-Lived Intangible Assets, Ending Balance | 1,640,829 | 1,602,373 |
Definite-Lived Intangible Assets, Beginning Balance | 258,761 | 390,509 |
Definite-Lived, Purchase price allocation adjustments | -1,027 | |
Definite-Lived, Acquisition | 773 | 376 |
Definite-Lived, Impairment | -12,435 | |
Definite-Lived, Disposition | -6,880 | |
Definite-Lived Intangible Assets, Ending Balance | 194,653 | 258,761 |
Intangible Assets Total, Beginning Balance | 1,860,676 | 2,015,924 |
Total, Purchase price allocation adjustments | -1,027 | |
Total Acquisition | 45,612 | 22,629 |
Total, Impairment | -27,141 | |
Total, Disposition | -6,383 | -37,469 |
Amortization | -64,423 | -112,240 |
Intangible Assets Total, Ending Balance | 1,835,482 | 1,860,676 |
Adjusted acquired intangible assets | ||
Indefinite-lived Intangible Assets [Roll Forward] | ||
Definite-Lived Intangible Assets, Ending Balance | $258,303 |
Changes_in_Goodwill_Detail
Changes in Goodwill (Detail) (USD $) | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill | $1,525,335 | $1,564,253 | ||
Accumulated impairment losses | -329,741 | -229,741 | ||
Subtotal | 1,205,195 | 1,296,348 | 1,195,594 | 1,334,512 |
Acquisition | 11,703 | 3,014 | ||
Purchase price allocation adjustments | -9,550 | |||
Finalization of purchase accounting for fourth quarter 2012 acquisitions | -1,889 | |||
Disposition | -213 | -31,628 | ||
Goodwill | 1,534,936 | 1,526,089 | ||
Accumulated impairment losses | -329,741 | -229,741 | ||
Total | $1,205,195 | $1,296,348 | $1,195,594 | $1,334,512 |
Derivative_Financial_Instrumen2
Derivative Financial Instruments - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 08, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Apr. 10, 2009 | |
Interest rate cap | Interest rate cap | Interest rate cap | Interest rate cap | Interest rate cap | Interest rate cap | Interest rate cap | Green Bay Option | Green Bay Option | Green Bay Option | Green Bay Option | Green Bay Option | ||||||
J P Morgan | J P Morgan | J P Morgan | J P Morgan | J P Morgan | J P Morgan | Clear Channel and the Company | Clear Channel and the Company | ||||||||||
Market | |||||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||||
Interest rate cap aggregate notional amount | $71,300,000 | $71,300,000 | |||||||||||||||
LIBOR-based variable interest rate component of long-term debt | 3.00% | 3.00% | 3.00% | ||||||||||||||
Long-term assets attributable to the fair value of the interest rate cap | 100,000 | 100,000 | 100,000 | ||||||||||||||
Interest expense | 100,000 | 100,000 | 100,000 | 300,000 | |||||||||||||
Swap agreement, Date of maturity | 8-Dec-15 | ||||||||||||||||
Number of Green Bay radio stations to be purchased due to Clear channel's Put option | 5 | ||||||||||||||||
Monthly fee for operation | 200,000 | ||||||||||||||||
Put option amount | 17,600,000 | ||||||||||||||||
Requisite down payment | -5,000,000 | 0 | 5,000,000 | ||||||||||||||
Other current liabilities | -3,714,000 | -3,714,000 | -11,386,000 | -3,700,000 | -3,700,000 | -11,400,000 | |||||||||||
Amount of Expense (Income) Recognized on Derivatives | $214,000 | ($68,000) | ($2,657,000) | $935,000 | $200,000 | ($2,700,000) |
Location_and_Fair_Value_Amount
Location and Fair Value Amounts of Derivatives in Consolidated Balance Sheets (Detail) (Derivatives not designated as hedging instruments:, USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ||
Total | ($3,685) | ($11,342) |
Interest rate cap | Other long-term assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value, Assets | 29 | 44 |
Green Bay Option | Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair value, Liabilities | ($3,714) | ($11,386) |
Location_and_Fair_Values_of_De
Location and Fair Values of Derivatives in Condensed Consolidated Statements of Operations (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Expense (Income) Recognized on Derivatives | $214 | ($68) | ($2,657) | $935 |
Interest rate cap | Interest expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Expense (Income) Recognized on Derivatives | 42 | -61 | 15 | 311 |
Green Bay Option | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Expense (Income) Recognized on Derivatives | 200 | -2,700 | ||
Green Bay Option | Loss (gain) on derivative instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Expense (Income) Recognized on Derivatives | $172 | $129 | ($2,672) | $624 |
Long_term_debt_Detail
Long term debt (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 16, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 16, 2011 | Sep. 30, 2013 | Dec. 31, 2012 |
Term Loan and Revolving Credit Facilities: | Term Loan and Revolving Credit Facilities: | 7.75% Senior Notes | 7.75% Senior Notes | First Lien Term Loan | First Lien Term Loan | First Lien Term Loan | Second Lien Term Loan | Second Lien Term Loan | Second Lien Term Loan | |||
Term Loan and Revolving Credit Facilities: | Term Loan and Revolving Credit Facilities: | Term Loan and Revolving Credit Facilities: | Term Loan and Revolving Credit Facilities: | |||||||||
Debt Instrument [Line Items] | ||||||||||||
Term Loan and Revolving Credit Facilities: | $1,237,260,000 | $1,321,687,000 | $785,496,000 | $790,000,000 | ||||||||
Less: Term Loan discount | -18,434,000 | -20,620,000 | -13,500,000 | -12,000,000 | ||||||||
Total Term Loan and Revolving Credit Facilities | 2,004,322,000 | 2,091,067,000 | 1,325,000,000 | 790,000,000 | ||||||||
7.75% senior notes | 610,000,000 | 610,000,000 | 610,000,000 | 610,000,000 | ||||||||
Less: Current portion of long-term debt | -38,092,000 | -76,468,000 | ||||||||||
Long-term debt, net | $2,576,230,000 | $2,624,599,000 |
LongTerm_Debt_Additional_Infor
Long-Term Debt - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Sep. 16, 2011 | 13-May-11 | Dec. 20, 2012 | Dec. 20, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | 13-May-11 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 08, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 16, 2011 | Sep. 30, 2013 | 31-May-13 | 30-May-13 | Sep. 16, 2011 | Sep. 30, 2013 | Sep. 16, 2011 | Dec. 20, 2012 | Dec. 20, 2012 | Dec. 20, 2012 | Dec. 20, 2012 | |
Before Amendment | After Amendment | Loss on Early Extinguishment of Debt | Loss on Early Extinguishment of Debt | 7.75% Senior Notes | 7.75% Senior Notes | 7.75% Senior Notes | First Lien Credit Facilities | Second Lien Credit Facilities | Interest rate cap | Interest rate cap | Interest rate cap | First Lien Term Loan | First Lien Term Loan | First Lien Term Loan | First Lien Term Loan | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Second Lien Term Loan | Second Lien Term Loan | LIBOR | LIBOR | Base Rate | Base Rate | |||||
J P Morgan | J P Morgan | Before Amendment | After Amendment | Before Amendment | After Amendment | |||||||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||||||||||||
Total credit facility | $1,325,000,000 | $15,000,000 | $790,000,000 | |||||||||||||||||||||||||||
Term loan discount | 13,500,000 | 12,000,000 | ||||||||||||||||||||||||||||
Amount of credit facility | 150,000,000 | 150,000,000 | 300,000,000 | |||||||||||||||||||||||||||
Swingline borrowings | 15,000,000 | |||||||||||||||||||||||||||||
Interest on borrowings, per annum | 7.75% | 7.75% | 7.75% | 4.50% | 4.50% | 7.50% | ||||||||||||||||||||||||
Agreement maturity date | 1-May-19 | 16-Sep-19 | ||||||||||||||||||||||||||||
Write off of deferred financing costs | 2,400,000 | 4,500,000 | 4,500,000 | |||||||||||||||||||||||||||
Basis spread on LIBOR/base rate | 3.50% | 3.50% | 4.50% | 3.50% | 3.50% | 2.50% | ||||||||||||||||||||||||
LIBOR floor | 1.25% | 1.00% | 1.00% | 1.00% | 1.50% | |||||||||||||||||||||||||
Deferred financing capitalized costs | 800,000 | |||||||||||||||||||||||||||||
Interest on LIBOR-based borrowings | LIBOR Plus 3.5% | LIBOR plus 6.0% | ||||||||||||||||||||||||||||
Interest on Base Rate-based borrowings | 2.50% | |||||||||||||||||||||||||||||
Base Rate Floor | 2.25% | 2.00% | 2.50% | |||||||||||||||||||||||||||
Federal Funds Rate | 1.00% | 1.00% | 1.00% | 1.00% | ||||||||||||||||||||||||||
Federal Funds Rate | Federal Reserve Bank Rate plus 1/2 of 1.0% | Federal Reserve Bank Rate, plus 1/2 of 1.0% | Federal Reserve Bank Rate, plus 1/2 of 1.0% | |||||||||||||||||||||||||||
Base Rate | 1.00% | 1.00% | 1.00% | 1.00% | ||||||||||||||||||||||||||
Base Rate | 30 day LIBOR plus 1.0% | 30 day LIBOR plus 1.0% | 30 day LIBOR plus 1.0% | |||||||||||||||||||||||||||
Amortization rate per annum | 1.00% | |||||||||||||||||||||||||||||
Interest on Base Rate-based borrowings on Second Lien Facility | Base Rate plus 5.0% | |||||||||||||||||||||||||||||
Repayments against First Lien Term Loan | 50,000,000 | |||||||||||||||||||||||||||||
Interest rate cap aggregate notional amount | 71,300,000 | 71,300,000 | ||||||||||||||||||||||||||||
LIBOR-based variable interest rate component of long-term debt | 3.00% | 3.00% | ||||||||||||||||||||||||||||
Consolidated net leverage ratio | 4.5 | 4.5 | ||||||||||||||||||||||||||||
Prepayment of excess cash flow | 63,200,000 | |||||||||||||||||||||||||||||
Prepayment of excess cash flow reduced amount | 35,600,000 | |||||||||||||||||||||||||||||
Security interest granted | 66.00% | |||||||||||||||||||||||||||||
Senior Notes issued | 610,000,000 | |||||||||||||||||||||||||||||
Amount repaid under outstanding term loan facility | 575,800,000 | |||||||||||||||||||||||||||||
Percentage of Senior Notes to be redeemed prior to May 1, 2014 | 35.00% | |||||||||||||||||||||||||||||
Percentage of Senior Notes to be redeemed prior to May 1, 2015 | 100.00% | |||||||||||||||||||||||||||||
Amortization of debt discount and debt issuance costs | $2,300,000 | $7,500,000 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) | Sep. 30, 2013 | Dec. 31, 2012 | 13-May-11 |
First Lien Term Loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Trading prices rate to calculate the fair value | 101.00% | 100.75% | |
Second Lien Term Loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Trading prices rate to calculate the fair value | 102.00% | 102.75% | |
7.75% Senior Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Trading prices rate to calculate the fair value | 104.25% | 98.30% | |
7.75% Senior Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest on borrowings, per annum | 7.75% | 7.75% | 7.75% |
Financial_Assets_and_Liabiliti
Financial Assets and Liabilities and Non-Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | |||||||||
In Thousands, unless otherwise specified | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Significant Unobservable Inputs (Level 3) | Interest rate cap | Interest rate cap | Interest rate cap | Interest rate cap | Green Bay Option | Green Bay Option | Green Bay Option | Green Bay Option | Green Bay Option | Contingent Consideration | Contingent Consideration | Contingent Consideration | Contingent Consideration | |||||||||
Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Significant Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Significant Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||||||||||||||||
Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | Fair Value, Measurements, Recurring | ||||||||||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||||||||||||||
Assets | $29 | $44 | $29 | $44 | $0 | $29 | [1] | $44 | [1] | $29 | [1] | $44 | [1] | |||||||||||||||
Financial Liabilities | -3,745 | -11,386 | -3,745 | -11,386 | -3,714 | -11,386 | -11,386 | [2] | -3,714 | [2] | -11,386 | [2] | -31 | 0 | ||||||||||||||
Less: Contingent consideration | ($31) | [3] | ($31) | [3] | ||||||||||||||||||||||||
[1] | Pursuant to the Interest Rate Cap, the Company pays a fixed interest rate on a $71.3 million notional amount of its term loans. The fair value of the Interest Rate Cap is determined based on a discounted cash flow analysis of the expected future cash flows using observable inputs, including interest rates and yield curves. Derivative valuations incorporate adjustments that are necessary to reflect the credit risk. | |||||||||||||||||||||||||||
[2] | The fair value of the Green Bay Option was determined using inputs that are supported by little or no market activity (a Level 3 measurement). The fair value represents an estimate of the net amount that the Company would pay if the option was transferred to another party as of the date of the valuation. The option valuation incorporates a credit risk adjustment to reflect the probability of default by the Company. | |||||||||||||||||||||||||||
[3] | The fair value of the contingent consideration was determined using inputs that are supported by little or no market activity (a Level 3 measurement). Contingent consideration represents the fair value of the additional cash consideration potentially payable as part of the WFME Asset Exchange if certain future conditions are met as detailed in the purchase agreement. See Note 2 bAcquisitions and Dispositionsb. |
Financial_Assets_and_Liabiliti1
Financial Assets and Liabilities and Non-Financial Assets and Liabilities Measured at Fair Value Additional Information (Detail) (Interest rate cap, USD $) | Dec. 31, 2012 |
In Millions, unless otherwise specified | |
Interest rate cap | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Payment towards notional amount of term loans | $71.30 |
Components_of_Change_in_Fair_V
Components of Change in Fair Value Associated With Green Bay Option (Detail) (USD $) | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Green Bay Option | Contingent Consideration | Contingent Consideration | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value balance at January 1, 2013 | ($11,386) | ($31) | $0 |
Add: Acquisition of WFME | 2,672 | ||
Add: Down payment to Clear Channel | 5,000 | ||
Fair value balance at September 30, 2013 | ($3,714) | ($31) | $0 |
Quantitative_Information_Regar
Quantitative Information Regarding Significant Unobservable Inputs (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Green Bay Option | ||
Fair Value Assets And Liabilities Measured On Unobservable Inputs [Line Items] | ||
Fair Value | ($3,714) | ($11,386) |
Valuation Technique | Black-Scholes Model | |
Risk adjusted discount rate | 5.70% | |
Volatility rate | 25.00% | |
Annual dividend rate | 0.00% | |
Bond equivalent yield discount rate | 0.00% | |
Green Bay Option | Maximum | ||
Fair Value Assets And Liabilities Measured On Unobservable Inputs [Line Items] | ||
Total term | 1 year | |
Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Unobservable Inputs [Line Items] | ||
Fair Value | ($31) | $0 |
Valuation Technique | Income Approach | |
Total term | 5 years | |
Bond equivalent yield discount rate | 0.10% | |
Conditions | 3 |
Gross_Amounts_and_Fair_Value_o
Gross Amounts and Fair Value of Company's First Lien Term Loan, Second Lien Term Loan, Revolving Credit Facility and Senior Notes (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
First Lien Term Loan | ||
Fair Value, Estimate Not Practicable, Financial Statement Captions [Line Items] | ||
Carrying value | $1,237,260 | $1,321,687 |
First Lien Term Loan | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Estimate Not Practicable, Financial Statement Captions [Line Items] | ||
Fair value - Level 2 | 1,249,633 | 1,331,600 |
Second Lien Term Loan | ||
Fair Value, Estimate Not Practicable, Financial Statement Captions [Line Items] | ||
Carrying value | 785,496 | 790,000 |
Second Lien Term Loan | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Estimate Not Practicable, Financial Statement Captions [Line Items] | ||
Fair value - Level 2 | 801,207 | 811,725 |
7.75% Senior Notes | ||
Fair Value, Estimate Not Practicable, Financial Statement Captions [Line Items] | ||
Carrying value | 610,000 | 610,000 |
7.75% Senior Notes | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Estimate Not Practicable, Financial Statement Captions [Line Items] | ||
Fair value - Level 2 | $635,925 | $599,325 |
Redeemable_Preferred_Stock_Add
Redeemable Preferred Stock - Additional Information (Detail) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 6 Months Ended | ||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 16, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Aug. 20, 2013 | Sep. 15, 2011 | Aug. 20, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | |
Series A Redeemable Preferred Stock | Series A Redeemable Preferred Stock | Series A Redeemable Preferred Stock | Series A Redeemable Preferred Stock | Series A Redeemable Preferred Stock | Series A Redeemable Preferred Stock | Series B cumulative redeemable preferred stock | Series B cumulative redeemable preferred stock | Series B cumulative redeemable preferred stock | |||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | 100,000,000 | 2,000,000 | 150,000 | ||||||||||
Preferred stock, par/stated value | $0.01 | $0.01 | $0.01 | $0.01 | |||||||||
Liquidation preference | $1,000 | $1,000 | |||||||||||
Payments of preferred stock dividends | $9,395,000 | $11,599,000 | $4,000,000 | $5,100,000 | $9,400,000 | $11,600,000 | |||||||
Number of preferred stock shares redeemed | 49,233 | 49,233 | |||||||||||
Unpaid dividends accrued | 49,200,000 | 800,000 | |||||||||||
Total dividends accrued | 3,400,000 | 11,100,000 | |||||||||||
Dividends paid on redeemed shares through redemption date | 800,000 | 800,000 | |||||||||||
Amount accreted of Preferred Stock | 1,900,000 | 6,600,000 | |||||||||||
Proceeds from issuance of Series B preferred stock | 77,241,000 | 0 | 77,200,000 | ||||||||||
Preferred stock, shares issued | 77,241 | ||||||||||||
Shares available for future issuance | 0 | 0 | |||||||||||
Rate of Dividend accrual rate period two | 12.00% | ||||||||||||
Rate of Dividend accrual rate period three | 14.00% | ||||||||||||
Rate of Dividend accrual rate period four | 17.00% | ||||||||||||
Basis point increase for accrued but unpaid dividends | 2.00% | ||||||||||||
Basis point increase for accrued but unpaid dividends after the maturity date | 3.00% | ||||||||||||
Redemption terms of series A preferred stock, percentage of issue price | 100.00% | ||||||||||||
Dividend expense | $1,000,000 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 16, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 01, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 16, 2011 | Sep. 30, 2013 | Sep. 16, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 16, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 15, 2011 |
Citadel Acquisition | 2009 warrants | CMP Restated Warrants | CMP Restated Warrants | Radio Holdings Warrants | Company Warrants | Company Warrants | Crestview Warrants | Equity Investment | Equity Investment | Class A common stock | Class A common stock | Class A common stock | Class A common stock | Class B common stock | Class B common stock | Class C common stock | Class C common stock | Series A Redeemable Preferred Stock | ||||
CMP Acquisition | Citadel Acquisition | Minimum | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Total stock dividend authorized to issue | 1,450,644,871 | |||||||||||||||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 600,000,000 | 600,000,000 | 644,871 | 644,871 | ||||||||||||||||
Common stock, shares issued | 191,473,932 | 182,682,073 | 71,700,000 | 15,424,944 | 15,424,944 | 644,871 | 644,871 | |||||||||||||||
Preferred stock, shares authorized | 100,000,000 | 2,000,000 | ||||||||||||||||||||
Par value of Preferred stock shares | $0.01 | $0.01 | $0.01 | |||||||||||||||||||
Class A common stock following conversion | 4.99% | |||||||||||||||||||||
Warrants issued | 1,300,000 | |||||||||||||||||||||
Exercisable price of warrants to purchase common stock | 1.17 | 4.34 | ||||||||||||||||||||
Warrants outstanding | 700,000 | 3,700,000 | 3,700,000 | 29,100,000 | 29,100,000 | |||||||||||||||||
Shares to be issued upon the exercise of 3,700,000 outstanding warrants | 8,300,000 | |||||||||||||||||||||
Shares converted, shares issued | 8,200,000 | |||||||||||||||||||||
Warrants held in reserve for issuance | 2,400,000 | |||||||||||||||||||||
Company Warrants were converted into shares of Class A common stock since issuance | 4,700,000 | 8,400,000 | ||||||||||||||||||||
Shares converted | 42,600,000 | |||||||||||||||||||||
Warrants outstanding | 7,800,000 | 7,800,000 |
StockBased_Compensation_Expens1
Stock-Based Compensation Expense - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Feb. 16, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | 9-May-13 | Feb. 16, 2012 | 9-May-13 | Feb. 16, 2012 | |
2011 Equity Incentive Plan | 2011 Equity Incentive Plan | Restricted Stock | Restricted Stock | Equity Awards | Equity Awards | Equity Awards | Equity Awards | Liability Awards | Liability Awards | Liability Awards | Non Employee Directors | Non Employee Directors | Non Employee Directors | Non Employee Directors | |||||
Restricted Class A Common Stock | Restricted Class A Common Stock | ||||||||||||||||||
Share Based Compensation [Line Items] | |||||||||||||||||||
Shares of time-vesting restricted Class A common stock | 168,540 | 161,724 | |||||||||||||||||
Grant date fair value | $3,300,000 | $600,000 | $600,000 | ||||||||||||||||
Cliff vesting term | 1 year | 1 year | |||||||||||||||||
Time-vesting stock options to purchase | 1,357,500 | ||||||||||||||||||
Exercise price | $4.34 | ||||||||||||||||||
Percentage of vesting stock based compensation | 30.00% | 20.00% | |||||||||||||||||
Vesting stock based compensation related to awards | 2,259,000 | 2,764,000 | 7,393,000 | 15,671,000 | 2,300,000 | 2,800,000 | 7,400,000 | 15,700,000 | 0 | 0 | 6,900,000 | ||||||||
Unrecognized stock-based compensation expense | 12,100,000 | 12,100,000 | |||||||||||||||||
Weighted average remaining life for recognition of unrecognized compensation expense | 2 years 6 months 30 days | ||||||||||||||||||
Total Fair value of restricted stock awards vested | 1,600,000 | 19,100,000 | |||||||||||||||||
Total Fair value of restricted stock awards vested Paid in cash | $13,200,000 | ||||||||||||||||||
Options exercised | 139,141 | 0 |
Computation_of_Basic_and_Dilut
Computation of Basic and Diluted Earnings per Common Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Denominator: | ||||
Basic weighted average shares outstanding | 179,699,739 | 169,510,007 | 176,994,583 | 158,902,196 |
Basic undistributed net income (loss) from continuing operations per share--attributable to common shares | $0.01 | $0.24 | $0.06 | $0.22 |
Diluted weighted average shares outstanding | 183,131,260 | 176,352,267 | 180,032,349 | 158,902,196 |
Diluted undistributed net income (loss) from continuing operations attributable to common shares | $0.01 | $0.24 | $0.06 | $0.22 |
Basic Share | ||||
Numerator: | ||||
Undistributed net income from continuing operations | $7,037 | $26,787 | $25,148 | $12,424 |
Less: | ||||
Dividends declared on redeemable preferred stock | 4,091 | 3,418 | 9,395 | 11,126 |
Accretion of redeemable preferred stock | 486 | 1,446 | 2,474 | 6,065 |
Basic undistributed net loss from continuing operations Attributable to common shares | 2,083 | 17,746 | 11,083 | -4,767 |
Denominator: | ||||
Basic weighted average shares outstanding | 179,700 | 169,510 | 176,995 | 158,902 |
Basic undistributed net income (loss) from continuing operations per share--attributable to common shares | $0.01 | $0.10 | $0.06 | ($0.03) |
Basic Share | Warrant | ||||
Less: | ||||
Participation rights of the Company Warrants in undistributed earnings | 372 | 4,093 | 2,169 | 0 |
Basic Share | Restricted Stock | ||||
Less: | ||||
Participation rights of unvested restricted stock in undistributed earnings | 5 | 84 | 27 | 0 |
Diluted Share | ||||
Numerator: | ||||
Undistributed net income from continuing operations | 7,037 | 26,787 | 25,148 | 12,424 |
Less: | ||||
Dividends declared on redeemable preferred stock | 4,091 | 3,418 | 9,395 | 11,126 |
Accretion of redeemable preferred stock | 486 | 1,446 | 2,474 | 6,065 |
Basic undistributed net loss from continuing operations Attributable to common shares | 2,089 | 17,880 | 11,113 | -4,767 |
Denominator: | ||||
Basic weighted average shares outstanding | 179,700 | 169,510 | 176,995 | 158,902 |
Effect of dilutive options and warrants | 3,432 | 6,842 | 3,038 | 0 |
Diluted weighted average shares outstanding | 183,132 | 176,352 | 180,033 | 158,902 |
Diluted undistributed net income (loss) from continuing operations attributable to common shares | $0.01 | $0.10 | $0.06 | ($0.03) |
Diluted Share | Warrant | ||||
Less: | ||||
Participation rights of the Company Warrants in undistributed earnings | 366 | 3,962 | 2,139 | 0 |
Diluted Share | Restricted Stock | ||||
Less: | ||||
Participation rights of unvested restricted stock in undistributed earnings | $5 | $81 | $27 | $0 |
Earnings_Per_Share_EPS_Additio
Earnings Per Share ("EPS") - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential dilutive equivalent shares outstanding | 0.1 | 27.5 | 0.1 | |
Warrant | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential dilutive equivalent shares outstanding | 27.6 | 27.5 | 27.6 | 53.1 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax expense (benefit) on pre-tax income | $18,400,000 | ($12,200,000) | $14,100,000 | ($22,900,000) |
Income (loss) from continuing operations before income taxes | 25,400,000 | 14,612,000 | 39,235,000 | -10,438,000 |
Effective income tax rate (percentage) | 72.40% | -83.60% | 35.90% | 219.00% |
Federal statutory income tax rate (percentage) | 35.00% | |||
NOL | ||||
Operating Loss Carryforwards [Line Items] | ||||
Amount released from valuation allowance | $14,100,000 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 17, 2013 | Jul. 19, 2013 | Sep. 30, 2013 |
Strategic Promotional Partnership and Ad Sales Arrangement | Clear Channel Communications Inc | Arbitron | ||
Supply Commitment [Line Items] | ||||
Industry fee to be credited in equal annual installments | $75 | |||
Industry fee refund for fees previously paid | 70.5 | |||
Remaining aggregate obligation under the agreements with Arbitron | 168.5 | |||
Amount of promotion | 75 | |||
Promotion period | 5 years | |||
Percentage ownership of fully diluted shares of Pulser equity | 15.00% | |||
Consideration transferred | $12.60 |
Supplemental_Condensed_Consoli2
Supplemental Condensed Consolidating Financial Information Supplemental Condensed Consolidating Financial Information (Narrative) (Details) | Sep. 30, 2013 | Dec. 31, 2012 | 13-May-11 |
Condensed Financial Statements, Captions [Line Items] | |||
Ownership percentage in subsidiares | 100.00% | ||
7.75% Senior Notes | |||
Condensed Financial Statements, Captions [Line Items] | |||
Interest on borrowings, per annum | 7.75% | 7.75% | 7.75% |
Condensed_Consolidating_Statem
Condensed Consolidating Statements of Operations (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Condensed Financial Statements, Captions [Line Items] | ||||
Broadcast revenues | $280,156 | $274,160 | $802,704 | $790,870 |
Management fees | 917 | 1,190 | 917 | 1,516 |
Net revenues | 281,073 | 275,350 | 803,621 | 792,386 |
Operating expenses: | ||||
Direct operating expenses (excluding depreciation, amortization and LMA fees) | 174,038 | 161,740 | 509,972 | 484,106 |
Depreciation and amortization | 28,942 | 35,239 | 86,809 | 106,321 |
LMA fees | 628 | 928 | 2,356 | 2,652 |
Corporate general and administrative expenses (including stock-based compensation expense) | 11,757 | 12,979 | 33,365 | 46,473 |
Gain on sale of stations | -5,198 | 0 | -3,662 | 0 |
Loss (gain) on derivative instrument | 172 | -129 | -2,672 | 624 |
Impairment of intangible assets | 0 | 0 | 0 | 12,435 |
Total operating expenses | 210,339 | 210,757 | 626,168 | 652,611 |
Operating (loss) income | 70,734 | 64,593 | 177,453 | 139,775 |
Non-operating (expense) income: | ||||
Interest expense, net | -45,194 | -49,757 | -133,279 | -150,179 |
Loss on early extinguishment of debt | 0 | 0 | -4,539 | 0 |
Other expense, net | -140 | -224 | -400 | -34 |
Non-operating expenses | -45,334 | -49,981 | -138,218 | -150,213 |
(Loss) income before income taxes | 25,400 | 14,612 | 39,235 | -10,438 |
Income tax (expense) benefit | -18,363 | 12,175 | -14,087 | 22,862 |
(Loss) income from continuing operations | 7,037 | 26,787 | 25,148 | 12,424 |
Income (loss) from discontinued operations, net of taxes | 0 | 29,258 | 0 | 39,635 |
(Loss) earnings from consolidated subsidiaries | 0 | 0 | 0 | 0 |
Net income | 7,037 | 56,045 | 25,148 | 52,059 |
Cumulus Media Inc. (Parent Guarantor) | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Broadcast revenues | 0 | 0 | 0 | 0 |
Management fees | 0 | 1,190 | 0 | 1,516 |
Net revenues | 0 | 1,190 | 0 | 1,516 |
Operating expenses: | ||||
Direct operating expenses (excluding depreciation, amortization and LMA fees) | 0 | 0 | 0 | 0 |
Depreciation and amortization | 0 | 543 | 0 | 1,109 |
LMA fees | 0 | 0 | 0 | 0 |
Corporate general and administrative expenses (including stock-based compensation expense) | 0 | 12,979 | 0 | 46,473 |
Gain on sale of stations | 0 | 0 | ||
Loss (gain) on derivative instrument | 0 | 0 | 0 | 0 |
Impairment of intangible assets | 0 | |||
Total operating expenses | 0 | 13,522 | 0 | 47,582 |
Operating (loss) income | 0 | -12,332 | 0 | -46,066 |
Non-operating (expense) income: | ||||
Interest expense, net | -3,498 | -1,361 | -8,186 | -1,683 |
Loss on early extinguishment of debt | 0 | |||
Other expense, net | 0 | 0 | 0 | 0 |
Non-operating expenses | -3,498 | -1,361 | -8,186 | -1,683 |
(Loss) income before income taxes | -3,498 | -13,693 | -8,186 | -47,749 |
Income tax (expense) benefit | 0 | 0 | 0 | 0 |
(Loss) income from continuing operations | -13,693 | -47,749 | ||
Income (loss) from discontinued operations, net of taxes | 0 | 0 | ||
(Loss) earnings from consolidated subsidiaries | 10,535 | 69,738 | 33,334 | 99,808 |
Net income | 7,037 | 56,045 | 25,148 | 52,059 |
Cumulus Media Holdings Inc. (Subsidiary Issuer) | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Broadcast revenues | 0 | 0 | 0 | 0 |
Management fees | 917 | 0 | 917 | 0 |
Net revenues | 917 | 0 | 917 | 0 |
Operating expenses: | ||||
Direct operating expenses (excluding depreciation, amortization and LMA fees) | 0 | 0 | 0 | 0 |
Depreciation and amortization | 471 | 0 | 1,451 | 0 |
LMA fees | 0 | 0 | 0 | 0 |
Corporate general and administrative expenses (including stock-based compensation expense) | 11,757 | 0 | 33,365 | 0 |
Gain on sale of stations | 0 | 0 | ||
Loss (gain) on derivative instrument | 0 | 0 | 0 | 0 |
Impairment of intangible assets | 0 | |||
Total operating expenses | 12,228 | 0 | 34,816 | 0 |
Operating (loss) income | -11,311 | 0 | -33,899 | 0 |
Non-operating (expense) income: | ||||
Interest expense, net | -41,698 | -48,651 | -125,173 | -149,349 |
Loss on early extinguishment of debt | -4,539 | |||
Other expense, net | 0 | 0 | 0 | 0 |
Non-operating expenses | -41,698 | -48,651 | -129,712 | -149,349 |
(Loss) income before income taxes | -53,009 | -48,651 | -163,611 | -149,349 |
Income tax (expense) benefit | 0 | 0 | 0 | 0 |
(Loss) income from continuing operations | -48,651 | -149,349 | ||
Income (loss) from discontinued operations, net of taxes | 0 | 0 | ||
(Loss) earnings from consolidated subsidiaries | 63,544 | 118,389 | 196,945 | 249,157 |
Net income | 10,535 | 69,738 | 33,334 | 99,808 |
Subsidiary Guarantors | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Broadcast revenues | 280,156 | 274,160 | 802,704 | 790,870 |
Management fees | 0 | 0 | 0 | 0 |
Net revenues | 280,156 | 274,160 | 802,704 | 790,870 |
Operating expenses: | ||||
Direct operating expenses (excluding depreciation, amortization and LMA fees) | 173,459 | 160,282 | 508,284 | 481,601 |
Depreciation and amortization | 28,471 | 34,696 | 85,358 | 105,212 |
LMA fees | 628 | 928 | 2,356 | 2,652 |
Corporate general and administrative expenses (including stock-based compensation expense) | 0 | 0 | 0 | 0 |
Gain on sale of stations | -5,198 | -3,662 | ||
Loss (gain) on derivative instrument | 172 | -129 | -2,672 | 624 |
Impairment of intangible assets | 12,435 | |||
Total operating expenses | 197,532 | 195,777 | 589,664 | 602,524 |
Operating (loss) income | 82,624 | 78,383 | 213,040 | 188,346 |
Non-operating (expense) income: | ||||
Interest expense, net | 2 | 255 | 80 | 853 |
Loss on early extinguishment of debt | 0 | |||
Other expense, net | -140 | -224 | -400 | -34 |
Non-operating expenses | -138 | 31 | -320 | 819 |
(Loss) income before income taxes | 82,486 | 78,414 | 212,720 | 189,165 |
Income tax (expense) benefit | -2,895 | 10,010 | 9,821 | 11,272 |
(Loss) income from continuing operations | 88,424 | 200,437 | ||
Income (loss) from discontinued operations, net of taxes | 35,275 | 48,766 | ||
(Loss) earnings from consolidated subsidiaries | -16,047 | -5,310 | -25,596 | -46 |
Net income | 63,544 | 118,389 | 196,945 | 249,157 |
Subsidiary Non-guarantors | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Broadcast revenues | 0 | 0 | 0 | 0 |
Management fees | 0 | 0 | 0 | 0 |
Net revenues | 0 | 0 | 0 | 0 |
Operating expenses: | ||||
Direct operating expenses (excluding depreciation, amortization and LMA fees) | 579 | 1,458 | 1,688 | 2,505 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
LMA fees | 0 | 0 | 0 | 0 |
Corporate general and administrative expenses (including stock-based compensation expense) | 0 | 0 | 0 | 0 |
Gain on sale of stations | 0 | 0 | ||
Loss (gain) on derivative instrument | 0 | 0 | 0 | 0 |
Impairment of intangible assets | 0 | |||
Total operating expenses | 579 | 1,458 | 1,688 | 2,505 |
Operating (loss) income | -579 | -1,458 | -1,688 | -2,505 |
Non-operating (expense) income: | ||||
Interest expense, net | 0 | 0 | 0 | 0 |
Loss on early extinguishment of debt | 0 | |||
Other expense, net | 0 | 0 | 0 | 0 |
Non-operating expenses | 0 | 0 | 0 | 0 |
(Loss) income before income taxes | -579 | -1,458 | -1,688 | -2,505 |
Income tax (expense) benefit | -15,468 | 2,165 | -23,908 | 11,590 |
(Loss) income from continuing operations | 707 | 9,085 | ||
Income (loss) from discontinued operations, net of taxes | -6,017 | -9,131 | ||
(Loss) earnings from consolidated subsidiaries | 0 | 0 | 0 | 0 |
Net income | -16,047 | -5,310 | -25,596 | -46 |
Eliminations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Broadcast revenues | 0 | 0 | 0 | 0 |
Management fees | 0 | 0 | 0 | 0 |
Net revenues | 0 | 0 | 0 | 0 |
Operating expenses: | ||||
Direct operating expenses (excluding depreciation, amortization and LMA fees) | 0 | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
LMA fees | 0 | 0 | 0 | 0 |
Corporate general and administrative expenses (including stock-based compensation expense) | 0 | 0 | 0 | 0 |
Gain on sale of stations | 0 | 0 | ||
Loss (gain) on derivative instrument | 0 | 0 | 0 | 0 |
Impairment of intangible assets | 0 | |||
Total operating expenses | 0 | 0 | 0 | 0 |
Operating (loss) income | 0 | 0 | 0 | 0 |
Non-operating (expense) income: | ||||
Interest expense, net | 0 | 0 | 0 | 0 |
Loss on early extinguishment of debt | 0 | |||
Other expense, net | 0 | 0 | 0 | 0 |
Non-operating expenses | 0 | 0 | 0 | 0 |
(Loss) income before income taxes | 0 | 0 | 0 | 0 |
Income tax (expense) benefit | 0 | 0 | 0 | 0 |
(Loss) income from continuing operations | 0 | 0 | ||
Income (loss) from discontinued operations, net of taxes | 0 | 0 | ||
(Loss) earnings from consolidated subsidiaries | -58,032 | -182,817 | -204,683 | -348,919 |
Net income | ($58,032) | ($182,817) | ($204,683) | ($348,919) |
Condensed_Consolidating_Statem1
Condensed Consolidating Statements of Operations (Parenthetical) (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ||||
Stock-based compensation expense | $2,259 | $2,764 | $7,393 | $15,671 |
Supplemental_Condensed_Consoli3
Supplemental Condensed Consolidating Financial Information Condensed Consolidating Balance Sheet (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Cash and cash equivalents | $64,170 | $88,050 | $46,976 | $30,592 |
Restricted cash | 3,729 | 5,921 | ||
Accounts receivable, less allowance for doubtful accounts | 194,872 | 207,563 | ||
Trade receivable | 7,821 | 6,104 | ||
Deferred income taxes | 30,575 | 25,145 | ||
Prepaid expenses and other current assets | 23,640 | 20,336 | ||
Total current assets | 324,807 | 353,119 | ||
Property and equipment, net | 240,915 | 255,903 | ||
Broadcast licenses | 1,640,829 | 1,602,373 | ||
Other intangible assets, net | 194,653 | 258,761 | 390,509 | |
Goodwill | 1,205,195 | 1,195,594 | 1,296,348 | 1,334,512 |
Investment in consolidated subsidiaries | 0 | |||
Other assets | 70,740 | 77,825 | ||
Total assets | 3,677,139 | 3,743,575 | ||
Accounts payable and accrued expenses | 91,728 | 102,586 | ||
Trade payable | 7,107 | 4,803 | ||
Current portion of long-term debt | 38,092 | 76,468 | ||
Other current liabilities | 3,714 | 11,386 | ||
Total current liabilities | 140,641 | 195,243 | ||
Long-term debt, excluding 7.75% senior notes | 1,966,230 | 2,014,599 | ||
7.75% senior notes | 610,000 | 610,000 | ||
Other liabilities | 39,587 | 45,313 | ||
Deferred income taxes | 575,007 | 559,918 | ||
Total liabilities | 3,408,706 | 3,425,073 | ||
Preferred stock redeemed value | 0 | 71,869 | ||
Treasury stock, at cost | -250,917 | -252,001 | ||
Additional paid-in-capital | 1,510,329 | 1,514,849 | ||
Accumulated deficit | -993,053 | -1,018,202 | ||
Total stockholdersb equity | 268,433 | 246,633 | ||
Total liabilities, redeemable preferred stock and stockholdersb equity | 3,677,139 | 3,743,575 | ||
Cumulus Media Inc. (Parent Guarantor) | ||||
Cash and cash equivalents | 81,599 | 38,847 | 11,714 | |
Restricted cash | 5,921 | |||
Prepaid expenses and other current assets | 6,928 | |||
Total current assets | 94,448 | |||
Property and equipment, net | 4,690 | |||
Investment in consolidated subsidiaries | 428,574 | 415,573 | ||
Other assets | 11,605 | |||
Total assets | 428,706 | 526,316 | ||
Accounts payable and accrued expenses | 10,690 | |||
Total current liabilities | 0 | 10,690 | ||
Other liabilities | 3,651 | |||
Intercompany payables | 83,032 | 193,473 | ||
Total liabilities | 160,273 | 207,814 | ||
Preferred stock redeemed value | 71,869 | |||
Treasury stock, at cost | -250,917 | -252,001 | ||
Additional paid-in-capital | 1,510,329 | 1,514,849 | ||
Accumulated deficit | -993,053 | -1,018,202 | ||
Total stockholdersb equity | 268,433 | 246,633 | ||
Total liabilities, redeemable preferred stock and stockholdersb equity | 428,706 | 526,316 | ||
Cumulus Media Holdings Inc. (Subsidiary Issuer) | ||||
Cash and cash equivalents | 63,970 | 0 | 0 | |
Restricted cash | 3,729 | |||
Prepaid expenses and other current assets | 5,292 | |||
Total current assets | 72,991 | |||
Property and equipment, net | 3,680 | |||
Investment in consolidated subsidiaries | 3,543,072 | 3,354,891 | ||
Intercompany receivables | 83,032 | |||
Other assets | 51,473 | 47,818 | ||
Total assets | 3,754,248 | 3,402,709 | ||
Accounts payable and accrued expenses | 32,186 | 8,213 | ||
Current portion of long-term debt | 38,092 | 76,468 | ||
Total current liabilities | 70,278 | 84,681 | ||
Long-term debt, excluding 7.75% senior notes | 1,966,230 | 2,014,599 | ||
7.75% senior notes | 610,000 | 610,000 | ||
Other liabilities | 3,966 | |||
Intercompany payables | 675,200 | 277,856 | ||
Total liabilities | 3,325,674 | 2,987,136 | ||
Additional paid-in-capital | 212,631 | 232,964 | ||
Accumulated deficit | 215,943 | 182,609 | ||
Total stockholdersb equity | 428,574 | 415,573 | ||
Total liabilities, redeemable preferred stock and stockholdersb equity | 3,754,248 | 3,402,709 | ||
Subsidiary Guarantors | ||||
Cash and cash equivalents | 200 | 6,451 | 8,129 | 18,878 |
Accounts receivable, less allowance for doubtful accounts | 194,872 | 207,563 | ||
Trade receivable | 7,821 | 6,104 | ||
Deferred income taxes | 30,575 | 25,145 | ||
Prepaid expenses and other current assets | 18,348 | 13,408 | ||
Total current assets | 251,816 | 258,671 | ||
Property and equipment, net | 237,235 | 251,213 | ||
Other intangible assets, net | 194,653 | 258,761 | ||
Goodwill | 1,205,195 | 1,195,594 | ||
Investment in consolidated subsidiaries | 1,046,065 | 1,127,135 | ||
Intercompany receivables | 471,329 | |||
Intercompany receivables | 675,200 | |||
Other assets | 38,892 | 18,402 | ||
Total assets | 3,649,056 | 3,581,105 | ||
Accounts payable and accrued expenses | 59,542 | 83,683 | ||
Trade payable | 7,107 | 4,803 | ||
Other current liabilities | 3,714 | 11,386 | ||
Total current liabilities | 70,363 | 99,872 | ||
Other liabilities | 35,621 | 41,662 | ||
Deferred income taxes | 84,680 | |||
Total liabilities | 105,984 | 226,214 | ||
Additional paid-in-capital | 3,844,237 | 3,853,001 | ||
Accumulated deficit | -301,165 | -498,110 | ||
Total stockholdersb equity | 3,543,072 | 3,354,891 | ||
Total liabilities, redeemable preferred stock and stockholdersb equity | 3,649,056 | 3,581,105 | ||
Subsidiary Non-guarantors | ||||
Cash and cash equivalents | 0 | |||
Broadcast licenses | 1,640,829 | 1,602,373 | ||
Total assets | 1,640,829 | 1,602,373 | ||
Deferred income taxes | 594,764 | 475,238 | ||
Total liabilities | 594,764 | 475,238 | ||
Additional paid-in-capital | 2,044,040 | 2,099,514 | ||
Accumulated deficit | -997,975 | -972,379 | ||
Total stockholdersb equity | 1,046,065 | 1,127,135 | ||
Total liabilities, redeemable preferred stock and stockholdersb equity | 1,640,829 | 1,602,373 | ||
Eliminations | ||||
Cash and cash equivalents | 0 | |||
Investment in consolidated subsidiaries | -5,017,711 | -4,897,599 | ||
Intercompany receivables | -471,329 | |||
Intercompany receivables | -758,232 | |||
Other assets | -19,757 | |||
Total assets | -5,795,700 | -5,368,928 | ||
Intercompany payables | -758,232 | -471,329 | ||
Deferred income taxes | -19,757 | |||
Total liabilities | -777,989 | -471,329 | ||
Additional paid-in-capital | -6,100,908 | -6,185,479 | ||
Accumulated deficit | 1,083,197 | 1,287,880 | ||
Total stockholdersb equity | -5,017,711 | -4,897,599 | ||
Total liabilities, redeemable preferred stock and stockholdersb equity | -5,795,700 | -5,368,928 | ||
Series B cumulative redeemable preferred stock | ||||
Series B cumulative redeemable preferred stock | 77,241 | |||
Series B cumulative redeemable preferred stock | Cumulus Media Inc. (Parent Guarantor) | ||||
Series B cumulative redeemable preferred stock | 77,241 | |||
Series A cumulative redeemable preferred stock | ||||
Preferred stock redeemed value | 0 | 71,869 | ||
Series A cumulative redeemable preferred stock | Cumulus Media Inc. (Parent Guarantor) | ||||
Preferred stock redeemed value | 71,869 | |||
Class A common stock | ||||
Common stock | 1,914 | 1,827 | ||
Class A common stock | Cumulus Media Inc. (Parent Guarantor) | ||||
Common stock | 1,914 | 1,827 | ||
Class B common stock | ||||
Common stock | 154 | 154 | ||
Class B common stock | Cumulus Media Inc. (Parent Guarantor) | ||||
Common stock | 154 | 154 | ||
Class C common stock | ||||
Common stock | 6 | 6 | ||
Class C common stock | Cumulus Media Inc. (Parent Guarantor) | ||||
Common stock | $6 | $6 |
Supplemental_Condensed_Consoli4
Supplemental Condensed Consolidating Financial Information Condensed Consolidating Balance Sheet (Parenthetical) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 16, 2011 |
In Thousands, except Share data, unless otherwise specified | |||
Allowance for doubtful accounts | $3,728 | $4,131 | |
Preferred stock, par/stated value | $0.01 | $0.01 | |
Treasury stock, shares | 24,130,375 | 24,162,676 | |
Preferred stock, shares authorized | 100,000,000 | ||
Series A cumulative redeemable preferred stock | |||
Preferred stock, par/stated value | $1,000 | $1,000 | |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | |
Preferred stock, shares issued | 0 | 75,767 | |
Preferred stock, shares outstanding | 0 | 75,767 | |
Class A common stock | |||
Common stock, par value | $0.01 | $0.01 | |
Common stock, shares authorized | 750,000,000 | 750,000,000 | |
Common stock, shares issued | 191,473,932 | 182,682,073 | |
Common stock, shares outstanding | 167,300,363 | 158,519,394 | |
Class B common stock | |||
Common stock, par value | $0.01 | $0.01 | |
Common stock, shares authorized | 600,000,000 | 600,000,000 | |
Common stock, shares issued | 15,424,944 | 15,424,944 | |
Common stock, shares outstanding | 15,424,944 | 15,424,944 | |
Class C common stock | |||
Common stock, par value | $0.01 | $0.01 | |
Common stock, shares authorized | 644,871 | 644,871 | |
Common stock, shares issued | 644,871 | 644,871 | |
Common stock, shares outstanding | 644,871 | 644,871 |
Condensed_Consolidating_Statem2
Condensed Consolidating Statements of Cash Flows (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ||
Net income | $25,148 | $52,059 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 86,809 | 107,481 |
Amortization of debt issuance costs/discounts | 7,515 | 7,581 |
Provision for doubtful accounts | 2,002 | 2,892 |
Gain on sale of assets or stations | -3,556 | -163 |
Gain on exchange on assets or stations | 0 | -63,228 |
Loss on early extinguishment of debt | 4,539 | 0 |
Impairment of intangible assets | 0 | 12,435 |
Fair value adjustment of derivative instruments | -2,657 | 935 |
Deferred income taxes | 9,659 | 6,043 |
Stock-based compensation expense | 7,393 | 15,671 |
Changes in assets and liabilities | -9,185 | -13,006 |
Net cash provided by operating activities | 127,667 | 128,700 |
Cash flows from investing activities: | ||
Proceeds from sale of assets or stations | 6,492 | 426 |
Proceeds from exchange of assets or stations | 0 | 114,918 |
Restricted cash | -2,192 | -600 |
Initial payment of Green Bay Option | -5,000 | 0 |
Acquisition less cash required | 52,685 | 0 |
Capital expenditures | -8,448 | -4,655 |
Net cash (used in) provided by investing activities | -57,449 | 111,289 |
Cash flows from financing activities: | ||
Repayment of borrowings under term loans and revolving credit facilities | -88,931 | -161,000 |
Tax withholding payments on behalf of employees for stock based compensation | -337 | -1,909 |
Redemption of Series A preferred stock | -73,150 | -49,233 |
Proceeds from issuance of Series B preferred stock | 77,241 | 0 |
Series A Preferred stock dividends | -9,395 | -11,599 |
Exercise of warrants | 64 | 136 |
Exercise of options | 614 | 0 |
Deferred financing costs | -204 | 0 |
Net cash used in financing activities | -94,098 | -223,605 |
(Decrease) increase in cash and cash equivalents | -23,880 | 16,384 |
Cash and cash equivalents at beginning of period | 88,050 | 30,592 |
Cash and cash equivalents at end of period | 64,170 | 46,976 |
Cumulus Media Inc. (Parent Guarantor) | ||
Cash flows from operating activities: | ||
Net income | 25,148 | 52,059 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 1,109 | |
Loss on early extinguishment of debt | 0 | |
Impairment of intangible assets | 0 | |
Fair value adjustment of derivative instruments | 311 | |
Stock-based compensation expense | 15,671 | |
(Loss) earnings from consolidated subsidiaries | -33,334 | -99,808 |
Changes in assets and liabilities | -83,899 | 11,103 |
Net cash provided by operating activities | -92,085 | -19,555 |
Cash flows from investing activities: | ||
Proceeds from sale of assets or stations | 426 | |
Restricted cash | -600 | |
Capital expenditures | -722 | |
Net cash (used in) provided by investing activities | 304 | |
Cash flows from financing activities: | ||
Intercompany transactions, net | 15,112 | 108,989 |
Tax withholding payments on behalf of employees for stock based compensation | -1,909 | |
Redemption of Series A preferred stock | -73,150 | -49,233 |
Proceeds from issuance of Series B preferred stock | 77,241 | |
Series A Preferred stock dividends | -9,395 | -11,599 |
Exercise of warrants | 64 | 136 |
Exercise of options | 614 | |
Net cash used in financing activities | 10,486 | 46,384 |
(Decrease) increase in cash and cash equivalents | -81,599 | 27,133 |
Cash and cash equivalents at beginning of period | 81,599 | 11,714 |
Cash and cash equivalents at end of period | 38,847 | |
Cumulus Media Holdings Inc. (Subsidiary Issuer) | ||
Cash flows from operating activities: | ||
Net income | 33,334 | 99,808 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 1,451 | |
Amortization of debt issuance costs/discounts | 7,515 | 7,581 |
Loss on early extinguishment of debt | 4,539 | |
Impairment of intangible assets | 0 | |
Fair value adjustment of derivative instruments | -27 | |
Stock-based compensation expense | 7,393 | |
(Loss) earnings from consolidated subsidiaries | -196,945 | -249,157 |
Changes in assets and liabilities | 105,672 | -7,581 |
Net cash provided by operating activities | -37,068 | -149,349 |
Cash flows from investing activities: | ||
Restricted cash | -2,192 | |
Capital expenditures | -441 | |
Net cash (used in) provided by investing activities | 1,751 | |
Cash flows from financing activities: | ||
Intercompany transactions, net | 188,759 | 310,349 |
Repayment of borrowings under term loans and revolving credit facilities | -88,931 | -161,000 |
Tax withholding payments on behalf of employees for stock based compensation | -337 | |
Series A Preferred stock dividends | 0 | |
Deferred financing costs | -204 | |
Net cash used in financing activities | 99,287 | 149,349 |
(Decrease) increase in cash and cash equivalents | 63,970 | 0 |
Cash and cash equivalents at beginning of period | 0 | |
Cash and cash equivalents at end of period | 63,970 | 0 |
Subsidiary Guarantors | ||
Cash flows from operating activities: | ||
Net income | 196,945 | 249,157 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 85,358 | 106,372 |
Provision for doubtful accounts | 2,002 | 2,892 |
Gain on sale of assets or stations | -3,556 | -163 |
Gain on exchange on assets or stations | -38,251 | |
Loss on early extinguishment of debt | 0 | |
Impairment of intangible assets | 12,435 | |
Fair value adjustment of derivative instruments | -2,630 | 624 |
Deferred income taxes | -14,249 | -16,475 |
(Loss) earnings from consolidated subsidiaries | 25,596 | 46 |
Changes in assets and liabilities | -32,646 | -19,033 |
Net cash provided by operating activities | 256,820 | 297,604 |
Cash flows from investing activities: | ||
Proceeds from sale of assets or stations | 6,492 | |
Proceeds from exchange of assets or stations | 114,918 | |
Initial payment of Green Bay Option | -5,000 | |
Acquisition less cash required | 52,685 | |
Capital expenditures | -8,007 | -3,933 |
Net cash (used in) provided by investing activities | -59,200 | 110,985 |
Cash flows from financing activities: | ||
Intercompany transactions, net | -203,871 | -419,338 |
Net cash used in financing activities | -203,871 | -419,338 |
(Decrease) increase in cash and cash equivalents | -6,251 | -10,749 |
Cash and cash equivalents at beginning of period | 6,451 | 18,878 |
Cash and cash equivalents at end of period | 200 | 8,129 |
Subsidiary Non-guarantors | ||
Cash flows from operating activities: | ||
Net income | -25,596 | -46 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Gain on exchange on assets or stations | -24,977 | |
Loss on early extinguishment of debt | 0 | |
Impairment of intangible assets | 0 | |
Deferred income taxes | 23,908 | 22,518 |
Changes in assets and liabilities | 1,688 | 2,505 |
Net cash provided by operating activities | 0 | |
Cash flows from financing activities: | ||
(Decrease) increase in cash and cash equivalents | 0 | |
Cash and cash equivalents at end of period | 0 | |
Eliminations | ||
Cash flows from operating activities: | ||
Net income | -204,683 | -348,919 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Loss on early extinguishment of debt | 0 | |
Impairment of intangible assets | 0 | |
(Loss) earnings from consolidated subsidiaries | 204,683 | 348,919 |
Changes in assets and liabilities | 0 | |
Net cash provided by operating activities | 0 | |
Cash flows from financing activities: | ||
(Decrease) increase in cash and cash equivalents | 0 | |
Cash and cash equivalents at end of period | $0 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 16, 2013 | Oct. 16, 2013 |
Class A common stock | Class A common stock | Series B cumulative redeemable preferred stock | Series B cumulative redeemable preferred stock | Subsequent Event | Subsequent Event | |
Class A common stock | Series B cumulative redeemable preferred stock | |||||
Subsequent Event [Line Items] | ||||||
Common stock, shares issued | 191,473,932 | 182,682,073 | 18,860,000 | |||
Net proceeds after underwriting discounts and commissions and estimated offering expenses | $89,800,000 | |||||
Series B cumulative redeemable preferred stock | $77,241,000 | $0 | $78,000,000 |