Supplemental Condensed Consolidating Financial Information | 6 Months Ended |
Jun. 30, 2014 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' |
Supplemental Condensed Consolidating Financial Information | ' |
Supplemental Condensed Consolidating Financial Information |
At June 30, 2014, 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) unaudited condensed consolidating statements of operations for the three and six months ended June 30, 2014 and 2013, (ii) unaudited condensed consolidating balance sheets as of June 30, 2014 and December 31, 2013, and (iii) unaudited condensed consolidating statements of cash flows for the six months ended June 30, 2014 and 2013, of each of the Parent Guarantor, Cumulus Holdings, the Subsidiary Guarantors, and the Subsidiary Non-guarantors. The 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. |
Revision to Prior Period Financial Statements |
During the fourth quarter of 2013, Cumulus Media Inc. determined that it did not properly classify certain intercompany transactions in its supplemental condensed consolidating financial information footnote in previous 2013 interim periods. Specifically, the Company should have presented the changes in assets and liabilities within operating activities for the Parent Guarantor as intercompany transactions, net within financing activities. There was no impact on the condensed consolidated balance sheet or statement of income. |
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 a revised condensed consolidated statement of cash flows for the six months ended June 30, 2013 and will revise the interim condensed consolidated statements of cash flows in future quarterly filings. |
Reclassifications |
Certain account balances in the 2013 periods have been reclassified to conform with classifications currently in use. |
In the accompanying unaudited condensed consolidating statements of operations the Company separately presents content costs and other direct operating expenses as operating expense categories. In certain of the Company's historical disclosures, those line items were presented on a combined basis within the direct operating expenses line item in the statement of operations. Content costs consist of all costs related to the licensing, acquisition and development of the Company's programming. Other direct operating expenses consist of expenses related to the distribution and monetization of the Company's content across its platform and overhead expenses. There were no other costs included in direct operating expenses in 2013. |
CUMULUS MEDIA INC. |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
Three Months Ended June 30, 2014 |
(Dollars in thousands) |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cumulus | | Cumulus | | Subsidiary | | Subsidiary | | Eliminations | | Total |
Media Inc. | Media | Guarantors | Non-guarantors | Consolidated |
(Parent | Holdings Inc. | | | |
Guarantor) | (Subsidiary | | | |
| Issuer) | | | |
Net revenue | $ | — | | | $ | 125 | | | $ | 328,122 | | | $ | — | | | $ | — | | | $ | 328,247 | |
|
Operating expenses: | | | | | | | | | | | |
Content costs | — | | | — | | | 101,802 | | | — | | | — | | | 101,802 | |
|
Other direct operating expenses | — | | | — | | | 117,837 | | | 552 | | | — | | | 118,389 | |
|
Depreciation and amortization | — | | | 459 | | | 28,612 | | | — | | | — | | | 29,071 | |
|
LMA fees | — | | | — | | | 1,648 | | | — | | | — | | | 1,648 | |
|
Corporate expenses (including stock-based compensation expense of $4,154) | — | | | 19,264 | | | — | | | — | | | — | | | 19,264 | |
|
Gain on sale of assets or stations | — | | | — | | | (360 | ) | | — | | | — | | | (360 | ) |
|
Total operating expenses | — | | | 19,723 | | | 249,539 | | | 552 | | | — | | | 269,814 | |
|
Operating (loss) income | — | | | (19,598 | ) | | 78,583 | | | (552 | ) | | — | | | 58,433 | |
|
Non-operating (expense) income: | | | | | | | | | | | |
Interest expense | (2,406 | ) | | (33,987 | ) | | — | | | (75 | ) | | — | | | (36,468 | ) |
|
Interest income | — | | | — | | | 342 | | | — | | | — | | | 342 | |
|
Other income, net | — | | | — | | | 3,593 | | | — | | | — | | | 3,593 | |
|
Total non-operating (expense) income, net | (2,406 | ) | | (33,987 | ) | | 3,935 | | | (75 | ) | | — | | | (32,533 | ) |
|
(Loss) income before income taxes | (2,406 | ) | | (53,585 | ) | | 82,518 | | | (627 | ) | | — | | | 25,900 | |
|
Income tax benefit (expense) | 799 | | | 18,253 | | | (30,070 | ) | | 255 | | | — | | | (10,763 | ) |
|
(Loss) income from continuing operations | (1,607 | ) | | (35,332 | ) | | 52,448 | | | (372 | ) | | — | | | 15,137 | |
|
Earnings (loss) from consolidated subsidiaries | 16,744 | | | 52,076 | | | (372 | ) | | — | | | (68,448 | ) | | — | |
|
Net income (loss) | $ | 15,137 | | | $ | 16,744 | | | $ | 52,076 | | | $ | (372 | ) | | $ | (68,448 | ) | | $ | 15,137 | |
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CUMULUS MEDIA INC. |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
Six Months Ended June 30, 2014 |
(Dollars in thousands) |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cumulus | | Cumulus | | Subsidiary | | Subsidiary | | Eliminations | | Total |
Media Inc. | Media | Guarantors | Non-guarantors | Consolidated |
(Parent | Holdings Inc. | | | |
Guarantor) | (Subsidiary | | | |
| Issuer) | | | |
Net revenue | $ | — | | | $ | 229 | | | $ | 620,062 | | | $ | — | | | $ | — | | | $ | 620,291 | |
|
Operating expenses: | | | | | | | | | | | |
Content costs | — | | | — | | | 210,295 | | | — | | | — | | | 210,295 | |
|
Other direct operating expenses | — | | | — | | | 232,581 | | | 1,143 | | | — | | | 233,724 | |
|
Depreciation and amortization | — | | | 917 | | | 57,035 | | | — | | | — | | | 57,952 | |
|
LMA fees | — | | | — | | | 3,205 | | | — | | | — | | | 3,205 | |
|
Corporate expenses (including stock-based compensation expense of $8,245) | — | | | 38,458 | | | — | | | — | | | — | | | 38,458 | |
|
Gain on sale of assets or stations | — | | | — | | | (898 | ) | | — | | | — | | | (898 | ) |
|
Total operating expenses | — | | | 39,375 | | | 502,218 | | | 1,143 | | | — | | | 542,736 | |
|
Operating (loss) income | — | | | (39,146 | ) | | 117,844 | | | (1,143 | ) | | — | | | 77,555 | |
|
Non-operating (expense) income: | | | | | | | | | | | |
Interest expense | (4,981 | ) | | (67,583 | ) | | — | | | (169 | ) | | — | | | (72,733 | ) |
|
Interest income | — | | | — | | | 672 | | | — | | | — | | | 672 | |
|
Other income, net | — | | | — | | | 3,529 | | | — | | | — | | | 3,529 | |
|
Total non-operating (expense) income, net | (4,981 | ) | | (67,583 | ) | | 4,201 | | | (169 | ) | | — | | | (68,532 | ) |
|
(Loss) income before income taxes | (4,981 | ) | | (106,729 | ) | | 122,045 | | | (1,312 | ) | | — | | | 9,023 | |
|
Income tax benefit (expense) | 1,741 | | | 37,314 | | | (42,669 | ) | | 459 | | | — | | | (3,155 | ) |
|
(Loss) income from continuing operations | (3,240 | ) | | (69,415 | ) | | 79,376 | | | (853 | ) | | — | | | 5,868 | |
|
Earnings (loss) from consolidated subsidiaries | 9,108 | | | 78,523 | | | (853 | ) | | — | | | (86,778 | ) | | — | |
|
Net income (loss) | $ | 5,868 | | | $ | 9,108 | | | $ | 78,523 | | | $ | (853 | ) | | $ | (86,778 | ) | | $ | 5,868 | |
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CUMULUS MEDIA INC. |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
Three Months Ended June 30, 2013 |
(Dollars in thousands) |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cumulus | | Cumulus | | Subsidiary | | Subsidiary | | Eliminations | | Total |
Media Inc. | Media | Guarantors | Non-guarantors | Consolidated |
(Parent | Holdings | | | |
Guarantor) | Inc. | | | |
| (Subsidiary | | | |
| Issuer) | | | |
Net revenue | $ | — | | | $ | — | | | $ | 270,306 | | | $ | — | | | $ | — | | | $ | 270,306 | |
|
Operating expenses: | | | | | | | | | | | | |
|
Content costs | — | | | — | | | 62,255 | | | — | | | — | | | 62,255 | |
|
Other direct operating expenses | — | | | — | | | 99,326 | | | 568 | | | — | | | 99,894 | |
|
Depreciation and amortization | — | | | 484 | | | 27,120 | | | — | | | — | | | 27,604 | |
|
LMA fees | — | | | — | | | 738 | | | — | | | — | | | 738 | |
|
Corporate expenses (including stock-based compensation expense of $2,470) | — | | | 7,742 | | | — | | | — | | | — | | | 7,742 | |
|
Loss on sale of assets or stations | — | | | — | | | 227 | | | — | | | — | | | 227 | |
|
Gain on derivative instrument | — | | | — | | | (2,106 | ) | | — | | | — | | | (2,106 | ) |
|
Total operating expenses | — | | | 8,226 | | | 187,560 | | | 568 | | | — | | | 196,354 | |
|
Operating (loss) income | — | | | (8,226 | ) | | 82,746 | | | (568 | ) | | — | | | 73,952 | |
|
Non-operating (expense) income: | | | | | | | | | | | | |
|
Interest expense | (2,378 | ) | | (41,819 | ) | | — | | | — | | | — | | | (44,197 | ) |
|
Interest income | — | | | — | | | 364 | | | — | | | — | | | 364 | |
|
Loss on early extinguishment of debt | — | | | (4,539 | ) | | — | | | — | | | — | | | (4,539 | ) |
|
Other expense, net | — | | | — | | | (393 | ) | | — | | | — | | | (393 | ) |
|
Total non-operating (expense) income, net | (2,378 | ) | | (46,358 | ) | | (29 | ) | | — | | | — | | | (48,765 | ) |
|
(Loss) income before income taxes | (2,378 | ) | | (54,584 | ) | | 82,717 | | | (568 | ) | | — | | | 25,187 | |
|
Income tax (expense) benefit | — | | | — | | | (35,608 | ) | | 25,535 | | | — | | | (10,073 | ) |
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(Loss) income from continuing operations | (2,378 | ) | | (54,584 | ) | | 47,109 | | | 24,967 | | | — | | | 15,114 | |
|
Income (loss) from discontinued operations, net of taxes | — | | | — | | | 55,531 | | | (43,544 | ) | | — | | | 11,987 | |
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Earnings (loss) from consolidated subsidiaries | 29,479 | | | 84,063 | | | (18,577 | ) | | — | | | (94,965 | ) | | — | |
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Net income (loss) | $ | 27,101 | | | $ | 29,479 | | | $ | 84,063 | | | $ | (18,577 | ) | | $ | (94,965 | ) | | $ | 27,101 | |
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CUMULUS MEDIA INC. |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
Six Months Ended June 30, 2013 |
(Dollars in thousands) |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cumulus | | Cumulus | | Subsidiary | | Subsidiary | | Eliminations | | Total |
Media Inc. | Media | Guarantors | Non-guarantors | Consolidated |
(Parent | Holdings | | | |
Guarantor) | Inc. | | | |
| (Subsidiary | | | |
| Issuer) | | | |
Net revenue | $ | — | | | $ | — | | | $ | 488,145 | | | $ | — | | | $ | — | | | $ | 488,145 | |
|
Operating expenses: | | | | | | | | | | | |
Content costs | — | | | — | | | 124,206 | | | — | | | — | | | 124,206 | |
|
Other direct operating expenses | — | | | — | | | 192,361 | | | 1,013 | | | — | | | 193,374 | |
|
Depreciation and amortization | — | | | 981 | | | 54,219 | | | — | | | — | | | 55,200 | |
|
LMA fees | — | | | — | | | 1,684 | | | — | | | — | | | 1,684 | |
|
Corporate expenses (including stock-based compensation expense of $5,134) | — | | | 21,760 | | | — | | | — | | | — | | | 21,760 | |
|
Loss on sale of assets or stations | — | | | — | | | 1,536 | | | — | | | — | | | 1,536 | |
|
Gain on derivative instrument | — | | | — | | | (2,844 | ) | | — | | | — | | | (2,844 | ) |
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Total operating expenses | — | | | 22,741 | | | 371,162 | | | 1,013 | | | — | | | 394,916 | |
|
Operating (loss) income | — | | | (22,741 | ) | | 116,983 | | | (1,013 | ) | | — | | | 93,229 | |
|
Non-operating (expense) income: | | | | | | | | | | | | |
|
Interest expense | (4,689 | ) | | (84,030 | ) | | — | | | — | | | — | | | (88,719 | ) |
|
Interest income | — | | | — | | | 634 | | | — | | | — | | | 634 | |
|
Loss on early extinguishment of debt | — | | | (4,539 | ) | | — | | | — | | | — | | | (4,539 | ) |
|
Other expense, net | — | | | — | | | (106 | ) | | — | | | — | | | (106 | ) |
|
Total non-operating (expense) income, net | (4,689 | ) | | (88,569 | ) | | 528 | | | — | | | — | | | (92,730 | ) |
|
(Loss) income before income taxes | (4,689 | ) | | (111,310 | ) | | 117,511 | | | (1,013 | ) | | — | | | 499 | |
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Income tax (expense) benefit | — | | | — | | | (35,829 | ) | | 23,780 | | | — | | | (12,049 | ) |
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(Loss) income from continuing operations | (4,689 | ) | | (111,310 | ) | | 81,682 | | | 22,767 | | | — | | | (11,550 | ) |
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Income (loss) from discontinued operations, net of taxes | — | | | — | | | 61,882 | | | (32,220 | ) | | — | | | 29,662 | |
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Earnings (loss) from consolidated subsidiaries | 22,801 | | | 134,111 | | | (9,453 | ) | | — | | | (147,459 | ) | | — | |
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Net income (loss) | $ | 18,112 | | | $ | 22,801 | | | $ | 134,111 | | | $ | (9,453 | ) | | $ | (147,459 | ) | | $ | 18,112 | |
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CUMULUS MEDIA INC. |
CONDENSED CONSOLIDATED BALANCE SHEETS |
June 30, 2014 |
(Dollars in thousands, except for share and per share data) |
(Unaudited) |
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| | | | | | | | | | | | | | | | | | | | | | | |
| 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 | $ | — | | | $ | 19,952 | | | $ | 165 | | | $ | — | | | $ | — | | | $ | 20,117 | |
|
Restricted cash | — | | | 6,386 | | | — | | | — | | | — | | | 6,386 | |
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Accounts receivable, less allowance for doubtful accounts of $5,305 | — | | | — | | | — | | | 253,643 | | | — | | | 253,643 | |
|
Trade receivable | — | | | — | | | 4,325 | | | — | | | — | | | 4,325 | |
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Asset held for sale | — | | | — | | | 15,007 | | | — | | | — | | | 15,007 | |
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Prepaid expenses and other current assets | — | | | 50,998 | | | 23,505 | | | — | | | — | | | 74,503 | |
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Total current assets | — | | | 77,336 | | | 43,002 | | | 253,643 | | | — | | | 373,981 | |
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Property and equipment, net | — | | | 2,441 | | | 229,803 | | | — | | | — | | | 232,244 | |
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Broadcast licenses | — | | | — | | | — | | | 1,597,150 | | | — | | | 1,597,150 | |
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Other intangible assets, net | — | | | — | | | 275,547 | | | — | | | — | | | 275,547 | |
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Goodwill | — | | | — | | | 1,256,015 | | | — | | | — | | | 1,256,015 | |
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Investment in consolidated subsidiaries | 607,685 | | | 4,114,893 | | | 1,120,629 | | | — | | | (5,843,207 | ) | | — | |
|
Intercompany receivables, net | — | | | 82,365 | | | 1,367,285 | | | — | | | (1,449,650 | ) | | — | |
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Other assets | — | | | 45,561 | | | 16,563 | | | 839 | | | — | | | 62,963 | |
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Total assets | $ | 607,685 | | | $ | 4,322,596 | | | $ | 4,308,844 | | | $ | 1,851,632 | | | $ | (7,292,857 | ) | | $ | 3,797,900 | |
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Liabilities and Stockholders’ Equity (Deficit) | | | | | | | | | | | | |
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Current liabilities: | | | | | | | | | | | | |
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Accounts payable and accrued expenses | $ | — | | | $ | 17,938 | | | $ | 99,484 | | | $ | — | | | $ | — | | | $ | 117,422 | |
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Trade payable | — | | | — | | | 4,251 | | | — | | | — | | | 4,251 | |
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Total current liabilities | — | | | 17,938 | | | 103,735 | | | — | | | — | | | 121,673 | |
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Long-term debt, excluding 7.75% Senior Notes | — | | | 1,962,901 | | | — | | | — | | | — | | | 1,962,901 | |
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7.75% Senior Notes | — | | | 610,000 | | | — | | | — | | | — | | | 610,000 | |
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Other liabilities | — | | | 10,430 | | | 66,121 | | | — | | | — | | | 76,551 | |
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Intercompany payables, net | 81,416 | | | 1,113,642 | | | — | | | 254,592 | | | (1,449,650 | ) | | — | |
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Deferred income taxes | — | | | — | | | 24,095 | | | 476,411 | | | — | | | 500,506 | |
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Total liabilities | 81,416 | | | 3,714,911 | | | 193,951 | | | 731,003 | | | (1,449,650 | ) | | 3,271,631 | |
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Stockholders’ equity (deficit): | | | | | | | | | | | | |
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Class A common stock, par value $0.01 per share; 750,000,000 shares authorized; 253,776,605 shares issued and 231,190,810 shares outstanding | 2,537 | | | — | | | — | | | — | | | — | | | 2,537 | |
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Class B common stock, par value $0.01 per share; 600,000,000 shares authorized; 0 shares issued and outstanding | — | | | — | | | — | | | — | | | — | | | — | |
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Class C common stock, par value $0.01 per share; 644,871 shares authorized, issued and outstanding | 6 | | | — | | | — | | | — | | | — | | | 6 | |
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Treasury stock, at cost, 22,585,795 | (231,470 | ) | | — | | | — | | | — | | | — | | | (231,470 | ) |
shares |
Additional paid-in-capital | 1,591,447 | | | 232,826 | | | 4,194,876 | | | 2,095,255 | | | (6,522,957 | ) | | 1,591,447 | |
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Accumulated (deficit) equity | (836,251 | ) | | 374,859 | | | (79,983 | ) | | (974,626 | ) | | 679,750 | | | (836,251 | ) |
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Total stockholders’ equity (deficit) | 526,269 | | | 607,685 | | | 4,114,893 | | | 1,120,629 | | | (5,843,207 | ) | | 526,269 | |
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Total liabilities and stockholders’ equity (deficit) | $ | 607,685 | | | $ | 4,322,596 | | | $ | 4,308,844 | | | $ | 1,851,632 | | | $ | (7,292,857 | ) | | $ | 3,797,900 | |
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CUMULUS MEDIA INC. |
CONDENSED CONSOLIDATED BALANCE SHEETS |
December 31, 2013 |
(Dollars in thousands, except for share and per share data) |
(Unaudited) |
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| | | | | | | | | | | | | | | | | | | | | | | |
| 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 | $ | 11,804 | | | $ | 20,988 | | | $ | — | | | $ | — | | | $ | — | | | $ | 32,792 | |
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Restricted cash | — | | | 6,146 | | | — | | | — | | | — | | | 6,146 | |
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Accounts receivable, less allowance for doubtful accounts of $5,306 | — | | | — | | | — | | | 264,805 | | | — | | | 264,805 | |
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Trade receivable | — | | | — | | | 4,419 | | | — | | | — | | | 4,419 | |
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Prepaid expenses and other current assets | — | | | 5,948 | | | 62,945 | | | — | | | — | | | 68,893 | |
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Total current assets | 11,804 | | | 33,082 | | | 67,364 | | | 264,805 | | | — | | | 377,055 | |
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Property and equipment, net | — | | | 3,272 | | | 251,430 | | | — | | | — | | | 254,702 | |
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Broadcast licenses | — | | | — | | | — | | | 1,596,337 | | | — | | | 1,596,337 | |
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Other intangible assets, net | — | | | — | | | 315,490 | | | — | | | — | | | 315,490 | |
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Goodwill | — | | | — | | | 1,256,741 | | | — | | | — | | | 1,256,741 | |
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Investment in consolidated subsidiaries | 589,163 | | | 3,824,690 | | | 1,118,952 | | | — | | | (5,532,805 | ) | | — | |
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Intercompany receivables, net | — | | | 88,227 | | | 1,011,218 | | | 24,090 | | | (1,123,535 | ) | | — | |
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Other assets | — | | | 46,774 | | | 22,440 | | | 896 | | | — | | | 70,110 | |
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Total assets | $ | 600,967 | | | $ | 3,996,045 | | | $ | 4,043,635 | | | $ | 1,886,128 | | | $ | (6,656,340 | ) | | $ | 3,870,435 | |
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Liabilities and Stockholders’ Equity (Deficit) | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | |
Accounts payable and accrued expenses | $ | — | | | $ | 24,966 | | | $ | 121,521 | | | $ | 50 | | | $ | — | | | $ | 146,537 | |
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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 | — | | | 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, net | 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 198,193,819 shares 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 CONSOLIDATED STATEMENTS OF CASH FLOWS |
Six Months Ended June 30, 2014 |
(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) | $ | 5,868 | | | $ | 9,108 | | | $ | 78,523 | | | $ | (853 | ) | | $ | (86,778 | ) | | $ | 5,868 | |
|
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | | | | | | | | | | | |
Depreciation and amortization | — | | | 917 | | | 57,035 | | | — | | | — | | | 57,952 | |
|
Amortization of debt issuance costs/discounts | — | | | 4,558 | | | — | | | 96 | | | — | | | 4,654 | |
|
Provision for doubtful accounts | — | | | — | | | 1,828 | | | — | | | — | | | 1,828 | |
|
Gain on sale of assets or stations | — | | | — | | | (898 | ) | | — | | | — | | | (898 | ) |
|
Fair value adjustment of derivative instruments | — | | | 21 | | | — | | | — | | | — | | | 21 | |
|
Deferred income taxes | (1,741 | ) | | (37,314 | ) | | 42,669 | | | (459 | ) | | — | | | 3,155 | |
|
Stock-based compensation expense | — | | | 8,245 | | | — | | | — | | | — | | | 8,245 | |
|
Earnings (loss) from consolidated subsidiaries | (9,108 | ) | | (78,523 | ) | | 853 | | | — | | | 86,778 | | | — | |
|
Changes in assets and liabilities | — | | | 168,519 | | | (199,055 | ) | | (8,784 | ) | | — | | | (39,320 | ) |
|
Net cash (used in) provided by operating activities | (4,981 | ) | | 75,531 | | | (19,045 | ) | | (10,000 | ) | | — | | | 41,505 | |
|
Cash flows from investing activities | | | | | | | | | | | |
Proceeds from sale of assets or stations | — | | | — | | | 14,069 | | | — | | | — | | | 14,069 | |
|
Restricted cash | — | | | (240 | ) | | — | | | — | | | — | | | (240 | ) |
|
Capital expenditures | — | | | (86 | ) | | (11,162 | ) | | — | | | — | | | (11,248 | ) |
|
Net cash (used in) provided by investing activities | — | | | (326 | ) | | 2,907 | | | — | | | — | | | 2,581 | |
|
Cash flows from financing activities: | | | | | | | | | | | |
Intercompany transactions, net | (7,528 | ) | | (43,775 | ) | | 16,303 | | | 35,000 | | | — | | | — | |
|
Repayments of borrowings under term loans and revolving credit facilities | — | | | (31,125 | ) | | — | | | (35,000 | ) | | — | | | (66,125 | ) |
|
Proceeds from borrowings under term loans and revolving credit facilities | — | | | — | | | — | | | 10,000 | | | — | | | 10,000 | |
|
Tax withholding payments on behalf of employees | — | | | (1,320 | ) | | — | | | — | | | — | | | (1,320 | ) |
|
Proceeds from exercises of warrants | 103 | | | — | | | — | | | — | | | — | | | 103 | |
|
Proceeds from exercises of options | 602 | | | — | | | — | | | — | | | — | | | 602 | |
|
Deferred financing costs | — | | | (21 | ) | | — | | | — | | | — | | | (21 | ) |
|
Net cash (used in) provided by financing activities | (6,823 | ) | | (76,241 | ) | | 16,303 | | | 10,000 | | | — | | | (56,761 | ) |
|
(Decrease) increase in cash and cash equivalents | (11,804 | ) | | (1,036 | ) | | 165 | | | — | | | — | | | (12,675 | ) |
|
Cash and cash equivalents at beginning of period | 11,804 | | | 20,988 | | | — | | | — | | | — | | | 32,792 | |
|
Cash and cash equivalents at end of period | $ | — | | | $ | 19,952 | | | $ | 165 | | | $ | — | | | $ | — | | | $ | 20,117 | |
|
CUMULUS MEDIA INC. |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
Six Months Ended June 30, 2013 |
(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) | $ | 18,112 | | | $ | 22,801 | | | $ | 134,111 | | | $ | (9,453 | ) | | $ | (147,459 | ) | | $ | 18,112 | |
|
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | | | | | | | | | | | |
Depreciation and amortization | — | | | 981 | | | 56,885 | | | — | | | — | | | 57,866 | |
|
Amortization of debt issuance costs/discount | — | | | 5,164 | | | — | | | — | | | — | | | 5,164 | |
|
Provision for doubtful accounts | — | | | — | | | 1,046 | | | — | | | — | | | 1,046 | |
|
Loss on sale of assets or stations | — | | | — | | | 1,537 | | | — | | | — | | | 1,537 | |
|
Loss on early extinguishment of debt | — | | | 4,539 | | | — | | | — | | | — | | | 4,539 | |
|
Fair value adjustment of derivative instruments | — | | | (27 | ) | | (2,844 | ) | | — | | | — | | | (2,871 | ) |
|
Deferred income taxes | — | | | — | | | (14,248 | ) | | 8,439 | | | — | | | (5,809 | ) |
|
Stock-based compensation expense | — | | | 5,134 | | | — | | | — | | | — | | | 5,134 | |
|
(Loss) earnings from consolidated subsidiaries | (22,801 | ) | | (134,111 | ) | | 9,453 | | | — | | | 147,459 | | | — | |
|
Changes in assets and liabilities | — | | | (39,763 | ) | | 10,805 | | | 1,014 | | | — | | | (27,944 | ) |
|
Net cash (used in) provided by operating activities | (4,689 | ) | | (135,282 | ) | | 196,745 | | | — | | | — | | | 56,774 | |
|
Cash flows from investing activities: | | | | | | | | | | | |
Restricted cash | — | | | 2,192 | | | — | | | — | | | — | | | 2,192 | |
|
Proceeds from sale of assets or stations | — | | | — | | | 692 | | | — | | | — | | | 692 | |
|
Proceeds from exchange of asset or stations | — | | | — | | | (52,066 | ) | | — | | | — | | | (52,066 | ) |
|
Capital expenditures | — | | | (112 | ) | | (4,718 | ) | | — | | | — | | | (4,830 | ) |
|
Net cash provided by (used in) investing activities | — | | | 2,080 | | | (56,092 | ) | | — | | | — | | | (54,012 | ) |
|
Cash flows from financing activities: | | | | | | | | | | | |
Intercompany transactions, net | (71,640 | ) | | 218,252 | | | (146,612 | ) | | — | | | — | | | — | |
|
Repayments of borrowings under term loans and revolving credit facilities | — | | | (38,931 | ) | | — | | | — | | | — | | | (38,931 | ) |
|
Tax withholding payments on behalf of employees | — | | | (337 | ) | | — | | | — | | | — | | | (337 | ) |
|
Series A preferred stock dividends | (5,304 | ) | | — | | | — | | | — | | | — | | | (5,304 | ) |
|
Proceeds from exercises of warrants | 34 | | | — | | | — | | | — | | | — | | | 34 | |
|
Deferred financing costs | — | | | (58 | ) | | — | | | — | | | — | | | (58 | ) |
|
Net cash (used in) provided by financing activities | (76,910 | ) | | 178,926 | | | (146,612 | ) | | — | | | — | | | (44,596 | ) |
|
(Decrease) increase in cash and cash equivalents | (81,599 | ) | | 45,724 | | | (5,959 | ) | | — | | | — | | | (41,834 | ) |
|
Cash and cash equivalents at beginning of period | 81,599 | | | — | | | 6,451 | | | — | | | — | | | 88,050 | |
|
Cash and cash equivalents at end of period | $ | — | | | $ | 45,724 | | | $ | 492 | | | $ | — | | | $ | — | | | $ | 46,216 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |