Supplemental Condensed Consolidating Financial Information | 12 Months Ended |
Dec. 31, 2013 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' |
Supplemental Condensed Consolidating Financial Information | ' |
Supplemental Condensed Consolidating Financial Information |
At December 31, 2013, Cumulus (the "Parent Guarantor") and certain of its 100% owned subsidiaries (such subsidiaries, the “Subsidiary Guarantors”) provided guarantees of the obligations of Cumulus Holdings (the "Subsidiary Issuer") under the 7.75% Senior Notes. These guarantees are full and unconditional (subject to customary release provisions) as well as joint and several. Certain of the Subsidiary Guarantors may be subject to restrictions on their respective ability to distribute earnings to Cumulus Holdings or the Parent Guarantor. Not all of the subsidiaries of Cumulus and Cumulus Holdings guarantee the 7.75% Senior Notes (such non-guaranteeing subsidiaries, collectively, the “Subsidiary Non-guarantors”). |
The following tables present (i) condensed consolidating statements of operations for the years ended December 31, 2013, 2012 and 2011, (ii) condensed consolidating balance sheets as of December 31, 2013 and 2012, and (iii) condensed consolidating statements of cash flows for the years ended December 31, 2013, 2012, and 2011 of each of the Parent Guarantor, Cumulus Holdings, the Subsidiary Guarantors, and the Subsidiary Non-guarantors. These results have been adjusted for discontinued operations (see Note 3 "Discontinued Operations"). |
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 condensed consolidating statements as of December 31, 2013, and for the year ended December 31, 2013. |
|
CUMULUS MEDIA INC. |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
Year Ended December 31, 2013 |
(Dollars in thousands) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cumulus | | Cumulus Media | | Subsidiary | | Subsidiary Non- | | Eliminations | | Total |
Media Inc. | Holdings Inc. | Guarantors | guarantors | Consolidated |
(Parent Guarantor) | (Subsidiary Issuer) | | | |
Broadcast revenues | $ | — | | | $ | — | | | $ | 1,025,075 | | | $ | — | | | $ | — | | | $ | 1,025,075 | |
|
Management fees | — | | | 1,063 | | | — | | | — | | | — | | | 1,063 | |
|
Net revenues | — | | | 1,063 | | | 1,025,075 | | | — | | | — | | | 1,026,138 | |
|
Operating expenses: | | | | | | | | | | | |
Direct operating expenses (excluding depreciation, amortization and LMA fees) | — | | | — | | | 665,993 | | | 2,259 | | | — | | | 668,252 | |
|
Depreciation and amortization | — | | | 1,913 | | | 110,598 | | | — | | | — | | | 112,511 | |
|
LMA fees | — | | | — | | | 3,716 | | | — | | | — | | | 3,716 | |
|
Corporate general and administrative expenses (including stock-based compensation expense of $10,804) | — | | | 59,830 | | | — | | | — | | | — | | | 59,830 | |
|
Realized gain on derivative instrument | — | | | — | | | (3,685 | ) | | — | | | — | | | (3,685 | ) |
|
Gain on derivative instrument | — | | | — | | | (1,852 | ) | | — | | | — | | | (1,852 | ) |
|
Total operating expenses | — | | | 61,743 | | | 774,770 | | | 2,259 | | | — | | | 838,772 | |
|
Operating (loss) income | — | | | (60,680 | ) | | 250,305 | | | (2,259 | ) | | — | | | 187,366 | |
|
Non-operating (expense) income: | | | | | | | | | | | |
|
Interest (expense) income, net | (11,765 | ) | | (165,156 | ) | | 4 | | | (64 | ) | | — | | | (176,981 | ) |
|
Loss on early extinguishment of debt | — | | | (34,934 | ) | | — | | | — | | | — | | | (34,934 | ) |
|
Other expense, net | — | | | — | | | (302 | ) | | — | | | — | | | (302 | ) |
|
Total non-operating (expense) income, net | (11,765 | ) | | (200,090 | ) | | (298 | ) | | (64 | ) | | — | | | (212,217 | ) |
|
(Loss) income from continuing operations before income taxes | (11,765 | ) | | (260,770 | ) | | 250,007 | | | (2,323 | ) | | — | | | (24,851 | ) |
|
Income tax benefit (expense) | 4,706 | | | 104,308 | | | (41,479 | ) | | 929 | | | — | | | 68,464 | |
|
(Loss) income from continuing operations | (7,059 | ) | | (156,462 | ) | | 208,528 | | | (1,394 | ) | | — | | | 43,613 | |
|
Income from discontinued operations, net of taxes | — | | | — | | | 132,470 | | | — | | | — | | | 132,470 | |
|
Earnings (loss) from consolidated subsidiaries | 183,142 | | | 339,604 | | | (1,394 | ) | | — | | | (521,352 | ) | | — | |
|
Net income (loss) | $ | 176,083 | | | $ | 183,142 | | | $ | 339,604 | | | $ | (1,394 | ) | | $ | (521,352 | ) | | $ | 176,083 | |
|
CUMULUS MEDIA INC. |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
Year Ended December 31, 2012 |
(Dollars in thousands) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cumulus Media | | Cumulus Media | | Subsidiary | | Subsidiary Non- | | Eliminations | | Total |
Inc. (Parent | Holdings Inc. | Guarantors | guarantors | Consolidated |
Guarantor) | (Subsidiary Issuer) | | | |
Broadcast revenues | $ | — | | | $ | — | | | $ | 999,591 | | | $ | — | | | $ | — | | | $ | 999,591 | |
|
Management fees | 2,681 | | | — | | | — | | | — | | | — | | | 2,681 | |
|
Net revenues | 2,681 | | | — | | | 999,591 | | | — | | | — | | | 1,002,272 | |
|
Operating expenses: | | | | | | | | | | | |
Direct operating expenses (excluding depreciation, amortization and LMA fees) | — | | | — | | | 619,658 | | | 3,226 | | | — | | | 622,884 | |
|
Depreciation and amortization | 2,671 | | | — | | | 132,904 | | | — | | | — | | | 135,575 | |
|
LMA fees | — | | | — | | | 3,465 | | | — | | | — | | | 3,465 | |
|
Corporate general and administrative expenses (including stock-based compensation expense of $18,779) | 57,438 | | | — | | | — | | | — | | | — | | | 57,438 | |
|
Impairment of intangible assets | — | | | — | | | 111,279 | | | 14,706 | | | — | | | 125,985 | |
|
Realized gain on derivative instrument | — | | | — | | | (12 | ) | | — | | | — | | | (12 | ) |
|
Total operating expenses | 60,109 | | | — | | | 867,294 | | | 17,932 | | | — | | | 945,335 | |
|
Operating (loss) income | (57,428 | ) | | — | | | 132,297 | | | (17,932 | ) | | — | | | 56,937 | |
|
Non-operating (expense) income: | | | | | | | | | | | |
Interest (expense) income, net | (3,708 | ) | | (196,036 | ) | | 1,116 | | | — | | | — | | | (198,628 | ) |
|
Loss on early extinguishment of debt | — | | | (2,432 | ) | | — | | | — | | | — | | | (2,432 | ) |
|
Other loss, net | — | | | — | | | (2,479 | ) | | — | | | — | | | (2,479 | ) |
|
Total non-operating (expense) income, net | (3,708 | ) | | (198,468 | ) | | (1,363 | ) | | — | | | — | | | (203,539 | ) |
|
(Loss) income from continuing operations before income taxes | (61,136 | ) | | (198,468 | ) | | 130,934 | | | (17,932 | ) | | — | | | (146,602 | ) |
|
Income tax benefit | — | | | — | | | 25,290 | | | 9,380 | | | — | | | 34,670 | |
|
(Loss) income from continuing operations | (61,136 | ) | | (198,468 | ) | | 156,224 | | | (8,552 | ) | | — | | | (111,932 | ) |
|
Income from discontinued operations, net of taxes | — | | | — | | | 50,336 | | | 28,867 | | | — | | | 79,203 | |
|
Earnings (loss) from consolidated subsidiaries | 28,407 | | | 226,875 | | | 20,315 | | | — | | | (275,597 | ) | | — | |
|
Net (loss) income | $ | (32,729 | ) | | $ | 28,407 | | | $ | 226,875 | | | $ | 20,315 | | | $ | (275,597 | ) | | $ | (32,729 | ) |
|
CUMULUS MEDIA INC. |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
Year Ended December 31, 2011 |
(Dollars in thousands) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cumulus | | Cumulus | | Subsidiary | | Subsidiary Non-guarantors | | Eliminations | | Total |
Media Inc. | Media | Guarantors | Consolidated |
(Parent Guarantor) | Holdings Inc. | | |
| (Subsidiary Issuer) | | |
Broadcast revenues | $ | — | | | $ | — | | | $ | 463,252 | | | $ | — | | | $ | — | | | $ | 463,252 | |
|
Management fees | — | | | — | | | 2,792 | | | — | | | — | | | 2,792 | |
|
Net revenues | — | | | — | | | 466,044 | | | — | | | — | | | 466,044 | |
|
Operating expenses: | | | | | | | | | | | |
Direct operating expenses (excluding depreciation, amortization and LMA fees) | — | | | — | | | 283,543 | | | 1,378 | | | — | | | 284,921 | |
|
Depreciation and amortization | 1,300 | | | — | | | 47,430 | | | — | | | — | | | 48,730 | |
|
LMA fees | — | | | — | | | 2,425 | | | — | | | — | | | 2,425 | |
|
Corporate general and administrative expenses (including stock-based compensation expense of $10,744) | 89,828 | | | — | | | 933 | | | — | | | — | | | 90,761 | |
|
Gain on exchange of assets or stations | — | | | — | | | (14,217 | ) | | — | | | — | | | (14,217 | ) |
|
Realized loss on derivative instrument | — | | | — | | | 3,368 | | | — | | | — | | | 3,368 | |
|
Total operating expenses | 91,128 | | | — | | | 323,482 | | | 1,378 | | | — | | | 415,988 | |
|
Operating (loss) income | (91,128 | ) | | — | | | 142,562 | | | (1,378 | ) | | — | | | 50,056 | |
|
Non-operating (expense) income: | | | | | | | | | | | |
Interest (expense) income, net | (9,276 | ) | | (78,112 | ) | | 399 | | | — | | | — | | | (86,989 | ) |
|
Loss on early extinguishment of debt | (4,366 | ) | | — | | | — | | | — | | | — | | | (4,366 | ) |
|
Other income, net | — | | | — | | | 61 | | | — | | | — | | | 61 | |
|
Gain on equity investment in Cumulus Media Partners, LLC | 11,636 | | | — | | | — | | | — | | | — | | | 11,636 | |
|
Total non-operating (expense) income, net | (2,006 | ) | | (78,112 | ) | | 460 | | | — | | | — | | | (79,658 | ) |
|
(Loss) income from continuing operations before income taxes | (93,134 | ) | | (78,112 | ) | | 143,022 | | | (1,378 | ) | | — | | | (29,602 | ) |
|
Income tax (benefit) expense | — | | | — | | | 25,066 | | | (13,807 | ) | | — | | | 11,259 | |
|
(Loss) income from continuing operations | (93,134 | ) | | (78,112 | ) | | 168,088 | | | (15,185 | ) | | — | | | (18,343 | ) |
|
Income (loss) from discontinued operations, net of taxes | — | | | — | | | 85,731 | | | (3,528 | ) | | — | | | 82,203 | |
|
Earnings (loss) from consolidated subsidiaries | 156,994 | | | 235,106 | | | (18,713 | ) | | — | | | (373,387 | ) | | — | |
|
Net income (loss) | $ | 63,860 | | | $ | 156,994 | | | $ | 235,106 | | | $ | (18,713 | ) | | $ | (373,387 | ) | | $ | 63,860 | |
|
CUMULUS MEDIA INC. |
CONDENSED CONSOLIDATING BALANCE SHEETS |
As of December 31, 2013 |
(Dollars in thousands, except for share and per share data) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cumulus | | Cumulus Media | | Subsidiary | | Subsidiary | | Eliminations | | Total |
Media Inc. | Holdings Inc. | Guarantors | Non-guarantors | Consolidated |
(Parent | (Subsidiary | | | |
Guarantor) | Issuer) | | | |
Assets | | | | | | | | | | | |
|
Current assets: | | | | | | | | | | | |
|
Cash and cash equivalents | $ | 11,804 | | | $ | 20,988 | | | $ | — | | | $ | — | | | $ | — | | | $ | 32,792 | |
|
Restricted cash | — | | | 6,146 | | | — | | | — | | | — | | | 6,146 | |
|
Accounts receivable, less allowance for doubtful accounts of $5,306 | — | | | — | | | — | | | 264,805 | | | — | | | 264,805 | |
|
Trade receivable | — | | | — | | | 4,419 | | | — | | | — | | | 4,419 | |
|
Prepaid expenses and other current assets | — | | | 5,948 | | | 62,945 | | | — | | | — | | | 68,893 | |
|
Total current assets | 11,804 | | | 33,082 | | | 67,364 | | | 264,805 | | | — | | | 377,055 | |
|
Property and equipment, net | — | | | 3,272 | | | 251,430 | | | — | | | — | | | 254,702 | |
|
Broadcast licenses | — | | | — | | | — | | | 1,596,337 | | | — | | | 1,596,337 | |
|
Other intangible assets, net | — | | | — | | | 315,490 | | | — | | | — | | | 315,490 | |
|
Goodwill | — | | | — | | | 1,256,741 | | | — | | | — | | | 1,256,741 | |
|
Investment in consolidated subsidiaries | 589,163 | | | 3,824,690 | | | 1,118,952 | | | — | | | (5,532,805 | ) | | — | |
|
Intercompany receivables | — | | | 88,227 | | | 1,011,218 | | | 24,090 | | | (1,123,535 | ) | | — | |
|
Other assets | — | | | 46,774 | | | 22,440 | | | 896 | | | — | | | 70,110 | |
|
Total assets | $ | 600,967 | | | $ | 3,996,045 | | | $ | 4,043,635 | | | $ | 1,886,128 | | | $ | (6,656,340 | ) | | $ | 3,870,435 | |
|
Liabilities, Redeemable Preferred Stock and Stockholders’ Equity (Deficit) | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | |
Accounts payable and accrued expenses | $ | — | | | $ | 24,966 | | | $ | 121,521 | | | $ | 50 | | | $ | — | | | $ | 146,537 | |
|
Trade payable | — | | | — | | | 3,846 | | | — | | | — | | | 3,846 | |
|
Current portion of long-term debt | — | | | 5,937 | | | — | | | — | | | — | | | 5,937 | |
|
Total current liabilities | — | | | 30,903 | | | 125,367 | | | 50 | | | — | | | 156,320 | |
|
Long-term debt, excluding 7.75% senior notes and secured loan | — | | | 1,985,956 | | | — | | | — | | | — | | | 1,985,956 | |
|
7.75% senior notes | — | | | 610,000 | | | — | | | — | | | — | | | 610,000 | |
|
Secured loan | — | | | — | | | — | | | 25,000 | | | — | | | 25,000 | |
|
Other liabilities | — | | | 10,430 | | | 69,483 | | | — | | | — | | | 79,913 | |
|
Intercompany payables | 88,227 | | | 769,593 | | | — | | | 265,715 | | | (1,123,535 | ) | | — | |
|
Deferred income taxes | — | | | — | | | 24,095 | | | 476,411 | | | — | | | 500,506 | |
|
Total liabilities | 88,227 | | | 3,406,882 | | | 218,945 | | | 767,176 | | | (1,123,535 | ) | | 3,357,695 | |
|
Stockholders’ equity (deficit): | | | | | | | | | | | |
Class A common stock, par value $0.01 per share; 750,000,000 shares authorized; 222,399,019 shares issued and outstanding | 2,223 | | | — | | | — | | | — | | | — | | | 2,223 | |
|
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, 24,205,200 shares | (251,193 | ) | | — | | | — | | | — | | | — | | | (251,193 | ) |
|
Additional paid-in-capital | 1,603,669 | | | 223,412 | | | 3,983,196 | | | 2,092,725 | | | (6,299,333 | ) | | 1,603,669 | |
|
Accumulated (deficit) equity | (842,119 | ) | | 365,751 | | | (158,506 | ) | | (973,773 | ) | | 766,528 | | | (842,119 | ) |
|
Total stockholders’ equity (deficit) | 512,740 | | | 589,163 | | | 3,824,690 | | | 1,118,952 | | | (5,532,805 | ) | | 512,740 | |
|
Total liabilities, redeemable preferred stock and stockholders’ equity (deficit) | $ | 600,967 | | | $ | 3,996,045 | | | $ | 4,043,635 | | | $ | 1,886,128 | | | $ | (6,656,340 | ) | | $ | 3,870,435 | |
|
|
|
|
|
|
|
CUMULUS MEDIA INC. |
CONDENSED CONSOLIDATING BALANCE SHEETS |
As of December 31, 2012 |
(Dollars in thousands, except for share and per share data) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cumulus | | Cumulus Media | | Subsidiary | | Subsidiary | | Eliminations | | Total |
Media Inc. | Holdings Inc. | Guarantors | Non-guarantors | Consolidated |
(Parent 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 | |
|
Prepaid expenses and other current assets | 6,928 | | | — | | | 38,553 | | | — | | | — | | | 45,481 | |
|
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 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; 644,871 shares 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 | | | 3,853,000 | | | 2,099,514 | | | (6,185,478 | ) | | 1,514,849 | |
|
Accumulated (deficit) equity | (1,018,202 | ) | | 182,609 | | | (498,109 | ) | | (972,379 | ) | | 1,287,879 | | | (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 CONSOLIDATING STATEMENTS OF CASH FLOWS |
Year Ended December 31, 2013 |
(Dollars in thousands) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cumulus | | Cumulus | | Subsidiary | | Subsidiary | | Eliminations | | Total |
Media Inc. | Media | Guarantors | Non-guarantors | Consolidated |
(Parent Guarantor) | Holdings Inc. | | | |
| (Subsidiary Issuer) | | | |
Cash flows from operating activities: | | | | | | | | | | | |
Net income (loss) | $ | 176,083 | | | $ | 183,142 | | | $ | 339,604 | | | $ | (1,394 | ) | | $ | (521,352 | ) | | $ | 176,083 | |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | | |
Depreciation and amortization | — | | | 1,913 | | | 115,038 | | | — | | | — | | | 116,951 | |
|
Amortization of debt issuance costs/discounts | — | | | 9,905 | | | — | | | 14 | | | — | | | 9,919 | |
|
Provision for doubtful accounts | — | | | — | | | 3,349 | | | — | | | — | | | 3,349 | |
|
Gain on sale of assets or stations | — | | | — | | | (3,685 | ) | | — | | | — | | | (3,685 | ) |
|
Gain on exchange of assets or stations | — | | | — | | | (108,158 | ) | | — | | | — | | | (108,158 | ) |
|
Impairment of intangible assets | — | | | — | | | — | | | — | | | — | | | — | |
|
Fair value adjustment of derivative instruments | — | | | 23 | | | (1,852 | ) | | — | | | — | | | (1,829 | ) |
|
Deferred income taxes | — | | | — | | | (77,551 | ) | | 1,173 | | | — | | | (76,378 | ) |
|
Stock-based compensation expense | — | | | 10,804 | | | — | | | — | | | — | | | 10,804 | |
|
Loss on early extinguishment of debt | — | | | 34,934 | | | — | | | — | | | — | | | 34,934 | |
|
Earnings from consolidated subsidiaries | (183,141 | ) | | (339,603 | ) | | 1,392 | | | — | | | 521,352 | | | — | |
|
Changes in assets and liabilities | — | | | 46,570 | | | (329,633 | ) | | 242,214 | | | — | | | (40,849 | ) |
|
Net cash (used in) provided by operating activities | (7,058 | ) | | (52,312 | ) | | (61,496 | ) | | 242,007 | | | — | | | 121,141 | |
|
Cash flows from investing activities: | | | | | | | | | | | |
Restricted cash | — | | | (225 | ) | | — | | | — | | | — | | | (225 | ) |
|
Proceeds from exchange of assets or stations | — | | | — | | | 241,519 | | | — | | | — | | | 241,519 | |
|
Capital expenditures | — | | | (495 | ) | | (10,586 | ) | | — | | | — | | | (11,081 | ) |
|
Acquisitions less cash acquired | — | | | — | | | (322,838 | ) | | — | | | — | | | (322,838 | ) |
|
Net cash used in investing activities | — | | | (720 | ) | | (91,905 | ) | | — | | | — | | | (92,625 | ) |
|
Cash flows from financing activities: | | | | | | | | | | | |
Intercompany transactions, net | (70,525 | ) | | 189,672 | | | 146,950 | | | (266,097 | ) | | — | | | — | |
|
Repayments of borrowings under revolving credit facilities | — | | | (2,111,688 | ) | | — | | | — | | | — | | | (2,111,688 | ) |
|
Tax withholding payments on behalf of employees | (337 | ) | | — | | | — | | | — | | | — | | | (337 | ) |
|
Preferred stock dividends | (9,395 | ) | | — | | | — | | | — | | | — | | | (9,395 | ) |
|
Proceeds from exercise of warrants | 93 | | | — | | | — | | | — | | | — | | | 93 | |
|
Proceeds from exercise of options | 818 | | | | | | | | | | | 818 | |
|
Redemption of preferred stock | (150,391 | ) | | — | | | — | | | — | | | — | | | (150,391 | ) |
|
Proceeds from borrowings under term loans and revolving credit facilities | — | | | 2,002,308 | | | — | | | 25,000 | | | — | | | 2,027,308 | |
|
Proceeds from issuance of common equity securities | 94,300 | | | — | | | — | | | — | | | — | | | 94,300 | |
|
Proceeds from issuance of preferred stock | 77,241 | | | — | | | — | | | — | | | — | | | 77,241 | |
|
Deferred financing costs | — | | | (6,272 | ) | | — | | | (910 | ) | | — | | | (7,182 | ) |
|
Financing costs paid in connection with the issuance of equity securities | (4,541 | ) | | — | | | — | | | — | | | — | | | (4,541 | ) |
|
Net cash provided by (used in) financing activities | (62,737 | ) | | 74,020 | | | 146,950 | | | (242,007 | ) | | — | | | (83,774 | ) |
|
(Decrease) increase in cash and cash equivalents | (69,795 | ) | | 20,988 | | | (6,451 | ) | | — | | | — | | | (55,258 | ) |
|
Cash and cash equivalents at beginning of period | 81,599 | | | — | | | 6,451 | | | — | | | — | | | 88,050 | |
|
Cash and cash equivalents at end of period | $ | 11,804 | | | $ | 20,988 | | | $ | — | | | $ | — | | | $ | — | | | $ | 32,792 | |
|
CUMULUS MEDIA INC. |
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS |
Year Ended December 31, 2012 |
(Dollars in thousands) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cumulus Media | | Cumulus Media | | Subsidiary | | Subsidiary | | Eliminations | | Total |
Inc. | Holdings Inc. | Guarantors | Non- | Consolidated |
(Parent Guarantor) | (Subsidiary Issuer) | | guarantors | |
Cash flows from operating activities: | | | | | | | | | | | |
Net (loss) income | $ | (32,729 | ) | | $ | 28,407 | | | $ | 226,875 | | | $ | 20,315 | | | $ | (275,597 | ) | | $ | (32,729 | ) |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | | |
Depreciation and amortization | 2,671 | | | — | | | 140,632 | | | — | | | — | | | 143,303 | |
|
Amortization of debt issuance costs/discount | — | | | 10,130 | | | — | | | — | | | — | | | 10,130 | |
|
Provision for doubtful accounts | — | | | — | | | 3,694 | | | — | | | — | | | 3,694 | |
|
Gain on sale of assets or stations | — | | | — | | | 2,277 | | | — | | | — | | | 2,277 | |
|
Gain on exchange of assets or stations | — | | | — | | | (37,990 | ) | | (24,977 | ) | | — | | | (62,967 | ) |
|
Fair value adjustment of derivative instruments | 332 | | | — | | | (12 | ) | | — | | | — | | | 320 | |
|
Impairment of intangible assets | — | | | — | | | 127,141 | | | — | | | — | | | 127,141 | |
|
Deferred income taxes | — | | | — | | | (28,681 | ) | | 10,454 | | | — | | | (18,227 | ) |
|
Stock-based compensation expense | 11,893 | | | — | | | — | | | — | | | — | | | 11,893 | |
|
Loss on early extinguishment of debt | — | | | 2,432 | | | — | | | — | | | — | | | 2,432 | |
|
Earnings from consolidated subsidiaries | (28,407 | ) | | (226,875 | ) | | (20,315 | ) | | — | | | 275,597 | | | — | |
|
Changes in assets and liabilities | (80,084 | ) | | 3,075 | | | 87,256 | | | (18,024 | ) | | — | | | (7,777 | ) |
|
Net cash (used in) provided by operating activities | (126,324 | ) | | (182,831 | ) | | 500,877 | | | (12,232 | ) | | — | | | 179,490 | |
|
Cash flows from investing activities: | | | | | | | | | | | |
Restricted cash | (2,067 | ) | | — | | | — | | | — | | | — | | | (2,067 | ) |
|
Proceeds from sale of assets or stations | 1,897 | | | — | | | — | | | — | | | — | | | 1,897 | |
|
Capital expenditures | (722 | ) | | — | | | (5,885 | ) | | — | | | — | | | (6,607 | ) |
|
Proceeds from exchange of assets or stations | — | | | — | | | 114,918 | | | — | | | — | | | 114,918 | |
|
Acquisitions less cash required | — | | | — | | | (9,998 | ) | | — | | | — | | | (9,998 | ) |
|
Net cash (used in) provided by investing activities | (892 | ) | | — | | | 99,035 | | | — | | | — | | | 98,143 | |
|
Cash flows from financing activities: | | | | | | | | | | | |
Intercompany transactions, net | 263,963 | | | 336,144 | | | (612,339 | ) | | 12,232 | | | — | | | — | |
|
Repayments of borrowings under revolving credit facilities | — | | | (174,313 | ) | | — | | | — | | | — | | | (174,313 | ) |
|
Tax withholding paid on behalf of employees | (1,952 | ) | | — | | | — | | | — | | | — | | | (1,952 | ) |
|
Preferred stock dividends | (15,017 | ) | | — | | | — | | | — | | | — | | | (15,017 | ) |
|
Proceeds from exercise of warrants | 142 | | | — | | | — | | | — | | | — | | | 142 | |
|
Proceeds from borrowings under term loans and revolving credit facilities | — | | | 21,000 | | | — | | | — | | | — | | | 21,000 | |
|
Deferred financing costs | (802 | ) | | — | | | — | | | — | | | — | | | (802 | ) |
|
Redemption of preferred stock | (49,233 | ) | | — | | | — | | | — | | | — | | | (49,233 | ) |
|
Net cash provided by (used in) financing activities | 197,101 | | | 182,831 | | | (612,339 | ) | | 12,232 | | | — | | | (220,175 | ) |
|
Increase (decrease) in cash and cash equivalents | 69,885 | | | — | | | (12,427 | ) | | — | | | — | | | 57,458 | |
|
Cash and cash equivalents at beginning of period | 11,714 | | | — | | | 18,878 | | | — | | | — | | | 30,592 | |
|
Cash and cash equivalents at end of period | $ | 81,599 | | | $ | — | | | $ | 6,451 | | | $ | — | | | $ | — | | | $ | 88,050 | |
|
CUMULUS MEDIA INC. |
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS |
Year Ended December 31, 2011 |
(Dollars in thousands) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cumulus | | Cumulus | | Subsidiary | | Subsidiary | | Eliminations | | Total |
Media Inc. | Media | Guarantors | Non- | Consolidated |
(Parent Guarantor) | Holdings Inc. | | guarantors | |
| (Subsidiary Issuer) | | | |
Cash flows from operating activities: | | | | | | | | | | | |
Net income (loss) | $ | 63,860 | | | $ | 156,994 | | | $ | 235,106 | | | $ | (18,713 | ) | | $ | (373,387 | ) | | $ | 63,860 | |
|
Adjustments to reconcile net income (loss) to | | | | | | | | | | | |
net cash provided by operating activities: | | | | | | | | | | | |
Depreciation and amortization | 1,300 | | | — | | | 51,143 | | | — | | | — | | | 52,443 | |
|
Amortization of debt issuance costs/discounts | 434 | | | 4,366 | | | — | | | — | | | — | | | 4,800 | |
|
Provision for doubtful accounts | — | | | — | | | 2,736 | | | — | | | — | | | 2,736 | |
|
Loss on sale of assets or stations | — | | | — | | | 43 | | | — | | | — | | | 43 | |
|
Gain on exchange of assets or stations | — | | | — | | | (15,278 | ) | | — | | | — | | | (15,278 | ) |
|
Fair value adjustment of derivative instruments | (3,582 | ) | | — | | | 3,368 | | | — | | | — | | | (214 | ) |
|
Deferred income taxes | — | | | — | | | (79,327 | ) | | 17,334 | | | — | | | (61,993 | ) |
|
Stock- based compensation expense | 5,855 | | | — | | | — | | | — | | | — | | | 5,855 | |
|
Other | (1,318 | ) | | — | | | — | | | — | | | — | | | (1,318 | ) |
|
Loss on early extinguishment of debt | 4,366 | | | — | | | — | | | — | | | — | | | 4,366 | |
|
Gain on equity investment in Cumulus Media Partners, LLC | (11,636 | ) | | — | | | — | | | — | | | — | | | (11,636 | ) |
|
Earnings from consolidated subsidiaries | (156,994 | ) | | (235,106 | ) | | 18,713 | | | — | | | 373,387 | | | — | |
|
Changes in assets and liabilities | (58,976 | ) | | 16,218 | | | 70,978 | | | (133 | ) | | — | | | 28,087 | |
|
Net cash (used in) provided by operating activities | (156,691 | ) | | (57,528 | ) | | 287,482 | | | (1,512 | ) | | — | | | 71,751 | |
|
Cash flows from investing activities: | | | | | | | | | | | |
Restricted cash | (394 | ) | | — | | | — | | | — | | | — | | | (394 | ) |
|
Acquisition less cash acquired | (2,024,172 | ) | | — | | | — | | | — | | | — | | | (2,024,172 | ) |
|
Capital expenditures | (1,655 | ) | | — | | | (5,035 | ) | | — | | | — | | | (6,690 | ) |
|
Net cash used in investing activities | (2,026,221 | ) | | — | | | (5,035 | ) | | — | | | — | | | (2,031,256 | ) |
|
Cash flows from financing activities: | | | | | | | | | | | |
Intercompany transactions, net | 3,044,971 | | | (2,782,738 | ) | | (263,745 | ) | | 1,512 | | | — | | | — | |
|
Repayment of borrowings under term loans and revolving credit facilities | (1,264,676 | ) | | — | | | — | | | — | | | — | | | (1,264,676 | ) |
|
Tax withholding payments on behalf of employees | (935 | ) | | — | | | — | | | — | | | — | | | (935 | ) |
|
Preferred stock dividends | — | | | (521 | ) | | — | | | — | | | — | | | (521 | ) |
|
Proceeds from issuance of 7.75% senior notes due 2019 | — | | | 610,000 | | | — | | | — | | | — | | | 610,000 | |
|
Proceeds from borrowings under term loans and revolving credit facilities | — | | | 2,289,685 | | | | | | | | | 2,289,685 | |
|
Proceeds from issuance of common equity securities | 475,000 | | | — | | | — | | | — | | | — | | | 475,000 | |
|
Financing costs paid in connection with the issuance of equity securities | (30,978 | ) | | — | | | — | | | — | | | — | | | (30,978 | ) |
|
Redemption of preferred stock | (41,565 | ) | | — | | | — | | | — | | | — | | | (41,565 | ) |
|
Exercise of warrants | 171 | | | — | | | — | | | — | | | — | | | 171 | |
|
Deferred financing costs | — | | | (58,898 | ) | | — | | | — | | | — | | | (58,898 | ) |
|
Net cash provided by (used in) financing activities | 2,181,988 | | | 57,528 | | | (263,745 | ) | | 1,512 | | | — | | | 1,977,283 | |
|
(Decrease) increase in cash and cash equivalents | (924 | ) | | — | | | 18,702 | | | — | | | — | | | 17,778 | |
|
Cash and cash equivalents at beginning of period | 12,638 | | | — | | | 176 | | | — | | | — | | | 12,814 | |
|
Cash and cash equivalents at end of period | $ | 11,714 | | | $ | — | | | $ | 18,878 | | | $ | — | | | $ | — | | | $ | 30,592 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |