Supplemental Condensed Consolidating Financial Information | 12 Months Ended |
Dec. 31, 2014 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Supplemental Condensed Consolidating Financial Information | Supplemental Condensed Consolidating Financial Information |
At December 31, 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) condensed consolidating statements of operations for the years ended December 31, 2014, 2013 and 2012, (ii) condensed consolidating balance sheets as of December 31, 2014 and 2013, and (iii) condensed consolidating statements of cash flows for the years ended December 31, 2014, 2013, and 2012 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. |
Reclassifications |
Certain account balances in the 2013 and 2012 periods have been reclassified to conform to 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 or 2012. |
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CUMULUS MEDIA INC. |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
Year Ended December 31, 2014 |
(Dollars in thousands) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cumulus | | Cumulus Media | | Subsidiary | | Subsidiary Non- | | Eliminations | | Total |
Media Inc. | Holdings Inc. | Guarantors | guarantors | Consolidated |
(Parent Guarantor) | (Subsidiary Issuer) | | | |
Net revenue | $ | — | | | $ | 479 | | | $ | 1,262,944 | | | $ | — | | | $ | — | | | $ | 1,263,423 | |
|
Operating expenses: | | | | | | | | | | | |
Content costs | — | | | — | | | 433,596 | | | — | | | — | | | 433,596 | |
|
Other direct operating expenses | — | | | — | | | 468,349 | | | 2,092 | | | — | | | 470,441 | |
|
Depreciation and amortization | — | | | 1,619 | | | 113,656 | | | — | | | — | | | 115,275 | |
|
LMA fees | — | | | — | | | 7,195 | | | — | | | — | | | 7,195 | |
|
Corporate expenses (including stock-based compensation expense of $17,638) | — | | | 76,428 | | | — | | | — | | | — | | | 76,428 | |
|
Gain on sale of stations or assets | — | | | — | | | (1,342 | ) | | — | | | — | | | (1,342 | ) |
|
Total operating expenses | — | | | 78,047 | | | 1,021,454 | | | 2,092 | | | — | | | 1,101,593 | |
|
Operating (loss) income | — | | | (77,568 | ) | | 241,490 | | | (2,092 | ) | | — | | | 161,830 | |
|
Non-operating (expense) income: | | | | | | | | | | | |
|
Interest expense | (9,349 | ) | | (135,920 | ) | | — | | | (264 | ) | | — | | | (145,533 | ) |
|
Interest income | — | | | — | | | 1,388 | | | — | | | — | | | 1,388 | |
|
Other income, net | — | | | — | | | 4,338 | | | — | | | — | | | 4,338 | |
|
Total non-operating (expense) income, net | (9,349 | ) | | (135,920 | ) | | 5,726 | | | (264 | ) | | — | | | (139,807 | ) |
|
(Loss) income from continuing operations before income taxes | (9,349 | ) | | (213,488 | ) | | 247,216 | | | (2,356 | ) | | — | | | 22,023 | |
|
Income tax benefit (expense) | 3,739 | | | 81,993 | | | (96,928 | ) | | 942 | | | — | | | (10,254 | ) |
|
(Loss) income from continuing operations | (5,610 | ) | | (131,495 | ) | | 150,288 | | | (1,414 | ) | | — | | | 11,769 | |
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Earnings (loss) from consolidated subsidiaries | 17,379 | | | 148,874 | | | (1,414 | ) | | — | | | (164,839 | ) | | — | |
|
Net income (loss) | $ | 11,769 | | | $ | 17,379 | | | $ | 148,874 | | | $ | (1,414 | ) | | $ | (164,839 | ) | | $ | 11,769 | |
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CUMULUS MEDIA INC. |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
Year Ended December 31, 2013 |
(Dollars in thousands) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cumulus Media | | Cumulus Media | | Subsidiary | | Subsidiary Non- | | Eliminations | | Total |
Inc. (Parent | Holdings Inc. | Guarantors | guarantors | Consolidated |
Guarantor) | (Subsidiary Issuer) | | | |
Net revenue | $ | — | | | $ | 1,063 | | | $ | 1,025,075 | | | $ | — | | | $ | — | | | $ | 1,026,138 | |
|
Operating expenses: | | | | | | | | | | | |
Content costs | — | | | — | | | 264,871 | | | — | | | — | | | 264,871 | |
|
Other direct operating expenses | — | | | — | | | 401,122 | | | 2,259 | | | — | | | 403,381 | |
|
Depreciation and amortization | — | | | 1,913 | | | 110,598 | | | — | | | — | | | 112,511 | |
|
LMA fees | — | | | — | | | 3,716 | | | — | | | — | | | 3,716 | |
|
Corporate expenses (including stock-based compensation expense of $10,804) | — | | | 59,830 | | | — | | | — | | | — | | | 59,830 | |
|
Gain on sale of assets or stations | — | | | — | | | (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 | (11,765 | ) | | (166,445 | ) | | — | | | (64 | ) | | — | | | (178,274 | ) |
|
Interest income | — | | | 1,289 | | | 4 | | | — | | | — | | | 1,293 | |
|
Loss on early extinguishment of debt | — | | | (34,934 | ) | | — | | | — | | | — | | | (34,934 | ) |
|
Other expense, net | — | | | — | | | (302 | ) | | — | | | — | | | (302 | ) |
|
Total non-operating expense, 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 | |
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Income from discontinued operations, net of taxes | — | | | — | | | 132,470 | | | — | | | — | | | 132,470 | |
|
Earnings (loss) from consolidated subsidiaries | 183,142 | | | 339,604 | | | (1,394 | ) | | — | | | (521,352 | ) | | — | |
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Net income (loss) | $ | 176,083 | | | $ | 183,142 | | | $ | 339,604 | | | $ | (1,394 | ) | | $ | (521,352 | ) | | $ | 176,083 | |
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CUMULUS MEDIA INC. |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
Year Ended December 31, 2012 |
(Dollars in thousands) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cumulus | | Cumulus | | Subsidiary | | Subsidiary Non-guarantors | | Eliminations | | Total |
Media Inc. | Media | Guarantors | Consolidated |
(Parent Guarantor) | Holdings Inc. | | |
| (Subsidiary Issuer) | | |
Net revenue | $ | 2,681 | | | $ | — | | | $ | 999,591 | | | $ | — | | | $ | — | | | $ | 1,002,272 | |
|
Operating expenses: | | | | | | | | | | | |
Content costs | — | | | — | | | 244,082 | | | — | | | — | | | 244,082 | |
|
Other direct operating expenses | — | | | — | | | 375,576 | | | 3,226 | | | — | | | 378,802 | |
|
Depreciation and amortization | 2,671 | | | — | | | 132,904 | | | — | | | — | | | 135,575 | |
|
LMA fees | — | | | — | | | 3,465 | | | — | | | — | | | 3,465 | |
|
Corporate expenses (including stock-based compensation expense of $11,894) | 57,438 | | | — | | | — | | | — | | | — | | | 57,438 | |
|
Impairment of intangible assets | — | | | — | | | 111,279 | | | 14,706 | | | — | | | 125,985 | |
|
Realized gain on derivative instruments | — | | | — | | | (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 | (3,708 | ) | | (196,982 | ) | | 1,116 | | | — | | | — | | | (199,574 | ) |
|
Interest income | — | | | 946 | | | — | | | — | | | — | | | 946 | |
|
Loss on early extinguishment of debt | — | | | (2,432 | ) | | — | | | — | | | — | | | (2,432 | ) |
|
Other expense, net | — | | | — | | | (2,479 | ) | | — | | | — | | | (2,479 | ) |
|
Total non-operating expense, 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 | ) | | — | |
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Net (loss) income | $ | (32,729 | ) | | $ | 28,407 | | | $ | 226,875 | | | $ | 20,315 | | | $ | (275,597 | ) | | $ | (32,729 | ) |
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CUMULUS MEDIA INC. |
CONDENSED CONSOLIDATING BALANCE SHEETS |
As of December 31, 2014 |
(Dollars in thousands, except for share and per share data) |
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| | | | | | | | | | | | | | | | | | | | | | | |
| 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 | $ | — | | | $ | 7,268 | | | $ | 3 | | | $ | — | | | $ | — | | | $ | 7,271 | |
|
Restricted cash | — | | | 10,055 | | | — | | | — | | | — | | | 10,055 | |
|
Accounts receivable, less allowance for doubtful accounts of $6,004 | — | | | — | | | — | | | 248,308 | | | — | | | 248,308 | |
|
Trade receivable | — | | | — | | | 2,455 | | | — | | | — | | | 2,455 | |
|
Asset held for sale | — | | | — | | | 15,007 | | | — | | | — | | | 15,007 | |
|
Prepaid expenses and other current assets | — | | | 66,020 | | | 21,710 | | | — | | | — | | | 87,730 | |
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Total current assets | — | | | 83,343 | | | 39,175 | | | 248,308 | | | — | | | 370,826 | |
|
Property and equipment, net | — | | | 2,653 | | | 218,844 | | | — | | | — | | | 221,497 | |
|
Broadcast licenses | — | | | — | | | — | | | 1,596,715 | | | — | | | 1,596,715 | |
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Other intangible assets, net | — | | | — | | | 243,640 | | | — | | | — | | | 243,640 | |
|
Goodwill | — | | | — | | | 1,253,823 | | | — | | | — | | | 1,253,823 | |
|
Investment in consolidated subsidiaries | 627,363 | | | 4,154,147 | | | 1,097,404 | | | — | | | (5,878,914 | ) | | — | |
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Intercompany receivables | — | | | 86,527 | | | 1,462,776 | | | — | | | (1,549,303 | ) | | — | |
|
Other assets | — | | | 32,776 | | | 25,420 | | | 744 | | | — | | | 58,940 | |
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Total assets | $ | 627,363 | | | $ | 4,359,446 | | | $ | 4,341,082 | | | $ | 1,845,767 | | | $ | (7,428,217 | ) | | $ | 3,745,441 | |
|
Liabilities and Stockholders’ Equity (Deficit) | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | |
Accounts payable and accrued expenses | $ | — | | | $ | 30,322 | | | $ | 121,336 | | | $ | — | | | $ | — | | | $ | 151,658 | |
|
Trade payable | — | | | — | | | 3,964 | | | — | | | — | | | 3,964 | |
|
Total current liabilities | — | | | 30,322 | | | 125,300 | | | — | | | — | | | 155,622 | |
|
Long-term debt, excluding 7.75% senior notes | — | | | 1,875,127 | | | — | | | — | | | — | | | 1,875,127 | |
|
7.75% senior notes | — | | | 610,000 | | | — | | | — | | | — | | | 610,000 | |
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Other liabilities | — | | | 2,166 | | | 52,955 | | | — | | | — | | | 55,121 | |
|
Intercompany payables | 85,783 | | | 1,214,468 | | | — | | | 249,052 | | | (1,549,303 | ) | | — | |
|
Deferred income taxes | — | | | — | | | 8,680 | | | 499,311 | | | — | | | 507,991 | |
|
Total liabilities | 85,783 | | | 3,732,083 | | | 186,935 | | | 748,363 | | | (1,549,303 | ) | | 3,203,861 | |
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Stockholders’ equity (deficit): | | | | | | | | | | | |
Class A common stock, par value $0.01 per share; 750,000,000 shares authorized; 254,997,925 shares issued and 232,378,371 shares outstanding | 2,549 | | | — | | | — | | | — | | | — | | | 2,549 | |
|
Class C common stock, par value $0.01 per share; 644,871 shares authorized, issued and outstanding | 6 | | | — | | | — | | | — | | | — | | | 6 | |
|
Treasury stock, at cost, 22,619,554 shares | (231,588 | ) | | — | | | — | | | — | | | — | | | (231,588 | ) |
|
Additional paid-in-capital | 1,600,963 | | | 244,233 | | | 4,163,779 | | | 2,072,591 | | | (6,480,603 | ) | | 1,600,963 | |
|
Accumulated (deficit) equity | (830,350 | ) | | 383,130 | | | (9,632 | ) | | (975,187 | ) | | 601,689 | | | (830,350 | ) |
|
Total stockholders’ equity (deficit) | 541,580 | | | 627,363 | | | 4,154,147 | | | 1,097,404 | | | (5,878,914 | ) | | 541,580 | |
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Total liabilities and stockholders’ equity (deficit) | $ | 627,363 | | | $ | 4,359,446 | | | $ | 4,341,082 | | | $ | 1,845,767 | | | $ | (7,428,217 | ) | | $ | 3,745,441 | |
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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 Guarantor) | (Subsidiary 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 | |
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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 | — | | | 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 | |
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Liabilities 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 | |
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Long-term debt, excluding 7.75% senior notes | — | | | 1,985,956 | | | — | | | — | | | — | | | 1,985,956 | |
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7.75% senior notes | — | | | 610,000 | | | — | | | — | | | — | | | 610,000 | |
|
Secured loan | — | | | — | | | — | | | 25,000 | | | — | | | 25,000 | |
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Other liabilities | — | | | 10,430 | | | 69,483 | | | — | | | — | | | 79,913 | |
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Intercompany payables | 88,227 | | | 769,593 | | | — | | | 265,715 | | | (1,123,535 | ) | | — | |
|
Deferred income taxes | — | | | — | | | 24,095 | | | 476,411 | | | — | | | 500,506 | |
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Total liabilities | 88,227 | | | 3,406,882 | | | 218,945 | | | 767,176 | | | (1,123,535 | ) | | 3,357,695 | |
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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 | |
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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 | |
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Treasury stock, at cost, 24,205,200 shares | (251,193 | ) | | — | | | — | | | — | | | — | | | (251,193 | ) |
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Additional paid-in-capital | 1,603,669 | | | 223,412 | | | 3,983,196 | | | 2,092,725 | | | (6,299,333 | ) | | 1,603,669 | |
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Accumulated (deficit) equity | (842,119 | ) | | 365,751 | | | (158,506 | ) | | (973,773 | ) | | 766,528 | | | (842,119 | ) |
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Total stockholders’ equity (deficit) | 512,740 | | | 589,163 | | | 3,824,690 | | | 1,118,952 | | | (5,532,805 | ) | | 512,740 | |
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Total liabilities and stockholders’ equity (deficit) | $ | 600,967 | | | $ | 3,996,045 | | | $ | 4,043,635 | | | $ | 1,886,128 | | | $ | (6,656,340 | ) | | $ | 3,870,435 | |
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CUMULUS MEDIA INC. |
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS |
Year Ended December 31, 2014 |
(Dollars in thousands) |
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| | | | | | | | | | | | | | | | | | | | | | | |
| 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) | $ | 11,769 | | | $ | 17,379 | | | $ | 148,874 | | | $ | (1,414 | ) | | $ | (164,839 | ) | | $ | 11,769 | |
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Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | | | | | | | | | | | |
Depreciation and amortization | — | | | 1,619 | | | 113,656 | | | — | | | — | | | 115,275 | |
|
Amortization of debt issuance costs/discounts | — | | | 9,302 | | | — | | | 191 | | | — | | | 9,493 | |
|
Provision for doubtful accounts | — | | | — | | | 4,302 | | | — | | | — | | | 4,302 | |
|
Gain on sale of assets or stations | — | | | — | | | (1,342 | ) | | — | | | — | | | (1,342 | ) |
|
Fair value adjustment of derivative instruments | — | | | 21 | | | — | | | — | | | — | | | 21 | |
|
Deferred income taxes | (3,739 | ) | | (81,993 | ) | | 93,576 | | | (942 | ) | | — | | | 6,902 | |
|
Stock-based compensation expense | — | | | 17,638 | | | — | | | — | | | — | | | 17,638 | |
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Earnings from consolidated subsidiaries | (17,379 | ) | | (148,874 | ) | | 1,414 | | | — | | | 164,839 | | | — | |
|
Changes in assets and liabilities | — | | | 349,463 | | | (368,911 | ) | | (7,814 | ) | | — | | | (27,262 | ) |
|
Net cash (used in) provided by operating activities | (9,349 | ) | | 164,555 | | | (8,431 | ) | | (9,979 | ) | | — | | | 136,796 | |
|
Cash flows from investing activities: | | | | | | | | | | | |
Proceeds from exchange of assets or stations | — | | | — | | | 15,843 | | | — | | | — | | | 15,843 | |
|
Restricted cash | — | | | (3,909 | ) | | — | | | — | | | — | | | (3,909 | ) |
|
Acquisitions less cash acquired | — | | | — | | | (8,500 | ) | | — | | | — | | | (8,500 | ) |
|
Capital expenditures | — | | | (1,000 | ) | | (18,006 | ) | | — | | | — | | | (19,006 | ) |
|
Net cash used in investing activities | — | | | (4,909 | ) | | (10,663 | ) | | — | | | — | | | (15,572 | ) |
|
Cash flows from financing activities: | | | | | | | | | | | |
Intercompany transactions, net | (3,188 | ) | | (50,909 | ) | | 19,097 | | | 35,000 | | | — | | | — | |
|
Repayments of borrowings under revolving credit facilities | — | | | (121,125 | ) | | — | | | (35,000 | ) | | — | | | (156,125 | ) |
|
Proceeds from borrowings under term loans and revolving credit facilities | — | | | — | | | — | | | 10,000 | | | — | | | 10,000 | |
|
Tax withholding payments on behalf of employees | — | | | (1,332 | ) | | — | | | — | | | — | | | (1,332 | ) |
|
Proceeds from exercise of warrants | 113 | | | — | | | — | | | — | | | — | | | 113 | |
|
Proceeds from exercise of options | 620 | | | — | | | — | | | — | | | — | | | 620 | |
|
Deferred financing costs | — | | | — | | | — | | | (21 | ) | | — | | | (21 | ) |
|
Net cash provided by (used in) financing activities | (2,455 | ) | | (173,366 | ) | | 19,097 | | | 9,979 | | | — | | | (146,745 | ) |
|
(Decrease) increase in cash and cash equivalents | (11,804 | ) | | (13,720 | ) | | 3 | | | — | | | — | | | (25,521 | ) |
|
Cash and cash equivalents at beginning of period | 11,804 | | | 20,988 | | | — | | | — | | | — | | | 32,792 | |
|
Cash and cash equivalents at end of period | $ | — | | | $ | 7,268 | | | $ | 3 | | | $ | — | | | $ | — | | | $ | 7,271 | |
|
CUMULUS MEDIA INC. |
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS |
Year Ended December 31, 2013 |
(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 income (loss) | $ | 176,083 | | | $ | 183,142 | | | $ | 339,604 | | | $ | (1,394 | ) | | $ | (521,352 | ) | | $ | 176,083 | |
|
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | | | | | | | | | | | |
Depreciation and amortization | — | | | 1,913 | | | 115,038 | | | — | | | — | | | 116,951 | |
|
Amortization of debt issuance costs/discount | — | | | 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 | ) |
|
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 | (183,142 | ) | | (339,604 | ) | | 1,394 | | | — | | | 521,352 | | | — | |
|
Changes in assets and liabilities | — | | | 46,572 | | | (329,635 | ) | | 242,214 | | | — | | | (40,849 | ) |
|
Net cash (used in) provided by operating activities | (7,059 | ) | | (52,311 | ) | | (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 required | — | | | — | | | (322,838 | ) | | — | | | — | | | (322,838 | ) |
|
Net cash used in investing activities | — | | | (720 | ) | | (91,905 | ) | | — | | | — | | | (92,625 | ) |
|
Cash flows from financing activities: | | | | | | | | | | | |
Intercompany transactions, net | (70,524 | ) | | 189,671 | | | 146,950 | | | (266,097 | ) | | — | | | — | |
|
Repayments of borrowings under revolving credit facilities | — | | | (2,111,688 | ) | | — | | | — | | | — | | | (2,111,688 | ) |
|
Tax withholding paid 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 (used in) provided by financing activities | (62,736 | ) | | 74,019 | | | 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 | | Cumulus | | Subsidiary | | Subsidiary | | Eliminations | | Total |
Media Inc. | Media | Guarantors | Non- | Consolidated |
(Parent Guarantor) | Holdings Inc. | | guarantors | |
| (Subsidiary Issuer) | | | |
Cash flows from operating activities: | | | | | | | | | | | |
Net (loss) income | $ | (32,729 | ) | | $ | 28,407 | | | $ | 226,875 | | | $ | 20,315 | | | $ | (275,597 | ) | | $ | (32,729 | ) |
|
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | | | | | | | | | | | |
Depreciation and amortization | 2,671 | | | — | | | 140,632 | | | — | | | — | | | 143,303 | |
|
Amortization of debt issuance costs/discounts | — | | | 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 | |
|
Acquisition 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 | | | — | | | — | |
|
Repayment of borrowings under term loans and revolving credit facilities | — | | | (174,313 | ) | | — | | | — | | | — | | | (174,313 | ) |
|
Tax withholding payments 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 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |