Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 01, 2019 | |
Document Information [Line Items] | ||
Entity Registrant Name | CUMULUS MEDIA INC | |
Entity Central Index Key | 0001058623 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 14,352,052 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,677,450 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Restricted cash | $ 2,500 | $ 2,500 |
Assets held for sale | 123,453 | |
Successor Company | ||
Current assets: | ||
Cash and cash equivalents | 20,500 | 27,584 |
Restricted cash | 2,466 | 2,454 |
Accounts receivable, less allowance for doubtful accounts of $3,872 and $5,483 at June 30, 2019 and December 31, 2018, respectively | 232,787 | 250,111 |
Trade receivable | 4,975 | 3,390 |
Assets held for sale | 123,453 | 80,000 |
Prepaid expenses and other current assets | 30,685 | 31,452 |
Total current assets | 414,866 | 394,991 |
Property and equipment, net | 227,227 | 235,898 |
Operating lease right-of-use assets | 148,493 | 0 |
Broadcast licenses | 848,876 | 935,652 |
Other intangible assets, net | 174,585 | 193,535 |
Other assets | 12,301 | 15,076 |
Total assets | 1,826,348 | 1,775,152 |
Current liabilities: | ||
Accounts payable and accrued expenses | 97,804 | 101,320 |
Current portion of operating lease liabilities | 34,172 | 0 |
Trade payable | 2,578 | 2,578 |
Current portion of term loan | 13,000 | 13,000 |
Total current liabilities | 147,554 | 116,898 |
Term loan | 590,738 | 1,230,299 |
6.75% senior notes, net of debt issuance costs of $7,332 at June 30, 2019 | 492,668 | 0 |
Operating lease liabilities | 115,183 | 0 |
Other liabilities | 25,797 | 25,742 |
Deferred income taxes | 20,109 | 12,384 |
Total liabilities | 1,392,049 | 1,385,323 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity: | ||
Treasury stock, at cost, 67,833 shares at June 30, 2019 | (1,156) | 0 |
Additional paid-in-capital | 330,718 | 328,404 |
Retained earnings | 104,737 | 61,425 |
Total stockholders’ equity | 434,299 | 389,829 |
Total liabilities and stockholders’ equity | 1,826,348 | 1,775,152 |
Successor Company | Class A common stock | ||
Stockholders’ equity: | ||
Common stock | 0 | 0 |
Successor Company | Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Condensed Financial Statements, Captions [Line Items] | ||
Allowance for doubtful accounts | $ 3,872,000 | $ 5,483,000 |
Debt issuance cost | $ 7,332 | |
Treasury stock, shares (in shares) | 67,833 | |
Class A common stock | ||
Condensed Financial Statements, Captions [Line Items] | ||
Common stock, par value (usd per share) | $ 0.00 | $ 0.00 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 14,363,242 | 12,995,080 |
Common stock, shares outstanding (in shares) | 14,328,538 | 12,995,080 |
Class B Common Stock | ||
Condensed Financial Statements, Captions [Line Items] | ||
Common stock, par value (usd per share) | $ 0.00 | $ 0.00 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 2,696,853 | 3,560,604 |
Common stock, shares outstanding (in shares) | 2,696,853 | 3,560,604 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2019 | Jun. 03, 2018 | Jun. 30, 2019 | |
Non-operating (expense) income: | |||||
Income before income tax (expense) benefit | $ 7,600 | $ 524,400 | $ 519,300 | ||
Income tax (expense) benefit | (2,600) | 176,700 | $ 17,000 | 176,900 | $ (16,800) |
Successor Company | |||||
Net revenue | 95,004 | 279,673 | 547,169 | ||
Operating expenses: | |||||
Content costs | 28,970 | 93,844 | 197,596 | ||
Selling, general and administrative expenses | 37,434 | 115,817 | 229,320 | ||
Depreciation and amortization | 4,379 | 13,545 | 28,135 | ||
Corporate expenses (including stock-based compensation expense of $1,106, $652 and $65, respectively, and restructuring costs of $13,024, $6,941 and $734 respectively) | 10,125 | 22,675 | 35,192 | ||
(Gain) loss on sale or disposal of assets or stations | 0 | (47,750) | (47,724) | ||
Total operating expenses | 81,266 | 198,569 | 444,000 | ||
Operating income | 13,738 | 81,104 | 103,169 | ||
Non-operating (expense) income: | |||||
Reorganization items, net | 0 | 0 | 0 | ||
Interest expense | (6,176) | (21,191) | (43,347) | ||
Interest income | 4 | 8 | 12 | ||
Other (expense) income, net | 20 | (34) | (62) | ||
Total non-operating (expense) income, net | (6,152) | (21,217) | (43,016) | ||
Income before income tax (expense) benefit | 7,586 | 59,887 | 60,153 | ||
Income tax (expense) benefit | (2,606) | (17,026) | (16,841) | ||
Net income | $ 4,980 | $ 42,861 | $ 43,312 | ||
Basic and diluted earnings per common share (see Note 12, “Earnings Per Share”): | |||||
Basic: Earnings per share (USD per share) | $ 0.25 | $ 2.13 | $ 2.16 | ||
Diluted: Earnings per share (USD per share) | $ 0.25 | $ 2.11 | $ 2.14 | ||
Weighted average basic common shares outstanding (in shares) | 20,004,736 | 20,125,419 | |||
Weighted average diluted common shares outstanding (in shares) | 20,300,025 | 20,268,393 | |||
Predecessor Company | |||||
Net revenue | 190,245 | 453,924 | |||
Operating expenses: | |||||
Content costs | 61,019 | 163,885 | |||
Selling, general and administrative expenses | 83,195 | 195,278 | |||
Depreciation and amortization | 10,065 | 22,046 | |||
Corporate expenses (including stock-based compensation expense of $1,106, $652 and $65, respectively, and restructuring costs of $13,024, $6,941 and $734 respectively) | 6,682 | 17,169 | |||
(Gain) loss on sale or disposal of assets or stations | 147 | 158 | |||
Total operating expenses | 161,810 | 400,345 | |||
Operating income | 28,435 | 53,579 | |||
Non-operating (expense) income: | |||||
Reorganization items, net | 496,368 | 466,201 | |||
Interest expense | (132) | (260) | |||
Interest income | 21 | 50 | |||
Other (expense) income, net | (276) | (273) | |||
Total non-operating (expense) income, net | 495,981 | 465,718 | |||
Income before income tax (expense) benefit | 524,416 | 519,297 | |||
Income tax (expense) benefit | 176,741 | 176,859 | |||
Net income | $ 701,157 | $ 696,156 | |||
Basic and diluted earnings per common share (see Note 12, “Earnings Per Share”): | |||||
Basic: Earnings per share (USD per share) | $ 23.90 | $ 23.73 | |||
Diluted: Earnings per share (USD per share) | $ 23.90 | $ 23.73 | |||
Weighted average basic common shares outstanding (in shares) | 29,338,329 | 29,338,329 | |||
Weighted average diluted common shares outstanding (in shares) | 29,338,329 | 29,338,329 | |||
Local marketing agreement fees | Successor Company | |||||
Operating expenses: | |||||
Local marketing agreement fees | $ 358 | $ 438 | $ 1,481 | ||
Local marketing agreement fees | Predecessor Company | |||||
Operating expenses: | |||||
Local marketing agreement fees | $ 702 | $ 1,809 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2019 | Jun. 03, 2018 | Jun. 30, 2019 | |
Successor Company | |||||
Stock-based compensation expense | $ 652 | $ 1,106 | |||
Restructuring Charges | $ 6,941 | $ 13,024 | |||
Predecessor Company | |||||
Stock-based compensation expense | $ 65 | $ 231 | $ 2,314 | ||
Restructuring Charges | $ 734 | $ 2,455 | $ 15,865 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY Statement - USD ($) $ in Thousands | Total | Common StockClass A common stock | Common StockClass B Common Stock | Common StockClass C Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings |
Beginning balance (in shares) (Predecessor Company) at Dec. 31, 2017 | 32,031,054 | 0 | 80,609 | 2,806,187 | |||
Beginning balance (Predecessor Company) at Dec. 31, 2017 | $ (696,115) | $ 320 | $ 0 | $ 1 | $ (229,310) | $ 1,626,428 | $ (2,093,554) |
Net loss | Predecessor Company | (44,000) | (44,000) | |||||
Net income | Predecessor Company | 696,156 | ||||||
Other | Predecessor Company | 247 | 247 | |||||
Stock-based compensation expense | Predecessor Company | 231 | $ 231 | |||||
Ending balance (in shares) (Predecessor Company) at Jun. 03, 2018 | 32,031,054 | 0 | 80,609 | 2,806,187 | 1,626,906,000 | ||
Ending balance (Predecessor Company) at Jun. 03, 2018 | (739,637) | $ 320 | $ 0 | $ 1 | $ (229,310) | $ 1,626,906 | (2,137,554) |
Beginning balance (in shares) (Predecessor Company) at Dec. 31, 2017 | 32,031,054 | 0 | 80,609 | 2,806,187 | |||
Beginning balance (Predecessor Company) at Dec. 31, 2017 | (696,115) | $ 320 | $ 0 | $ 1 | $ (229,310) | $ 1,626,428 | (2,093,554) |
Cancellation of Predecessor Company stockholders' equity | Predecessor Company | 649,620 | ||||||
Ending balance (in shares) (Successor Company) at Jun. 30, 2018 | 12,396,395 | 3,908,989 | 0 | 0 | 325,652,000 | ||
Ending balance (Successor Company) at Jun. 30, 2018 | 330,632 | $ 0 | $ 0 | $ 0 | $ 0 | $ 325,652 | 4,980 |
Beginning balance (in shares) (Predecessor Company) at Mar. 31, 2018 | 32,031,054 | 0 | 80,609 | 2,806,187 | 1,626,594,000 | ||
Beginning balance (Predecessor Company) at Mar. 31, 2018 | (700,950) | $ 320 | $ 0 | $ 1 | $ (229,310) | (2,098,555) | |
Net loss | Predecessor Company | (38,999) | (38,999) | |||||
Net income | Predecessor Company | 701,157 | ||||||
Other | Predecessor Company | 108 | $ 108 | |||||
Stock-based compensation expense | Predecessor Company | 204 | $ 204 | |||||
Ending balance (in shares) (Predecessor Company) at Jun. 03, 2018 | 32,031,054 | 0 | 80,609 | 2,806,187 | 1,626,906,000 | ||
Ending balance (Predecessor Company) at Jun. 03, 2018 | (739,637) | $ 320 | $ 0 | $ 1 | $ (229,310) | $ 1,626,906 | (2,137,554) |
Cancellation of Predecessor equity (in shares) | Predecessor Company | (32,031,054) | (80,609) | (2,806,187) | (1,626,906,000) | |||
Cancellation of Predecessor Company stockholders' equity | Predecessor Company | (1,397,917) | $ (320) | $ (1) | $ 229,310 | $ (1,626,906) | 0 | |
Elimination of accumulated deficit | Predecessor Company | 2,137,554 | 2,137,554 | |||||
Issuance of common stock (in shares) | Predecessor Company | 11,052,211 | 5,218,209 | 0 | ||||
Issuance of Successor common stock | Predecessor Company | 264,394 | 264,394 | |||||
Issuance of Successor warrants | Predecessor Company | 60,606 | $ 60,606 | |||||
Ending balance (in shares) (Successor Company) at Jun. 04, 2018 | 11,052,211 | 5,218,209 | 0 | 0 | 325,000,000 | ||
Ending balance (Successor Company) at Jun. 04, 2018 | 325,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 325,000 | 0 |
Beginning balance (in shares) (Predecessor Company) at Jun. 03, 2018 | 32,031,054 | 0 | 80,609 | 2,806,187 | 1,626,906,000 | ||
Beginning balance (Predecessor Company) at Jun. 03, 2018 | (739,637) | $ 320 | $ 0 | $ 1 | $ (229,310) | $ 1,626,906 | (2,137,554) |
Net income | Successor Company | 4,980 | 4,980 | |||||
Stock-based compensation expense | Successor Company | 652 | $ 652 | |||||
Conversion of Class B Common Stock (in shares) | Successor Company | 1,344,184 | (1,344,184) | |||||
Exercise of warrants | Successor Company | 34,964 | ||||||
Ending balance (in shares) (Successor Company) at Jun. 30, 2018 | 12,396,395 | 3,908,989 | 0 | 0 | 325,652,000 | ||
Ending balance (Successor Company) at Jun. 30, 2018 | 330,632 | $ 0 | $ 0 | $ 0 | $ 0 | $ 325,652 | 4,980 |
Beginning balance (in shares) (Successor Company) at Dec. 31, 2018 | 12,995,080 | 3,560,604 | 0 | ||||
Beginning balance (Successor Company) at Dec. 31, 2018 | 389,829 | $ 0 | $ 0 | $ 0 | 328,404 | 61,425 | |
Net income | Successor Company | 43,312 | 43,312 | |||||
Stock-based compensation expense | Successor Company | 2,314 | 2,314 | |||||
Issuance of common stock (in shares) | Successor Company | 118,827 | 3,035 | |||||
Shares returned in lieu of tax payments (in shares) | Successor Company | 67,833 | ||||||
Shares returned in lieu of tax payments | Successor Company | (1,156) | $ (1,156) | |||||
Conversion of Class B Common Stock (in shares) | Successor Company | 866,786 | (866,786) | |||||
Exercise of warrants | Successor Company | 347,845 | ||||||
Ending balance (in shares) (Successor Company) at Jun. 30, 2019 | 14,328,538 | 2,696,853 | 67,833 | ||||
Ending balance (Successor Company) at Jun. 30, 2019 | 434,299 | $ 0 | $ 0 | $ (1,156) | 330,718 | 104,737 | |
Beginning balance (in shares) (Successor Company) at Mar. 31, 2019 | 13,992,145 | 2,812,006 | 34,704 | ||||
Beginning balance (Successor Company) at Mar. 31, 2019 | 390,855 | $ 0 | $ 0 | $ (633) | 329,612 | 61,876 | |
Net income | Successor Company | 42,861 | 42,861 | |||||
Stock-based compensation expense | Successor Company | 1,106 | 1,106 | |||||
Issuance of common stock (in shares) | Successor Company | 50,581 | 0 | |||||
Shares returned in lieu of tax payments (in shares) | Successor Company | 33,129 | ||||||
Shares returned in lieu of tax payments | Successor Company | (523) | $ (523) | |||||
Conversion of Class B Common Stock (in shares) | Successor Company | 115,153 | (115,153) | |||||
Exercise of warrants | Successor Company | 170,659 | ||||||
Ending balance (in shares) (Successor Company) at Jun. 30, 2019 | 14,328,538 | 2,696,853 | 67,833 | ||||
Ending balance (Successor Company) at Jun. 30, 2019 | $ 434,299 | $ 0 | $ 0 | $ (1,156) | $ 330,718 | $ 104,737 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 1 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2019 | |
Successor Company | |||
Cash flows from operating activities: | |||
Net income | $ 4,980 | $ 43,312 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 4,379 | 28,135 | |
Amortization of right of use assets | 0 | 11,931 | |
Amortization of debt issuance costs/discounts | 0 | 136 | |
Provision for doubtful accounts | 322 | 618 | |
(Gain) loss on sale or disposal of assets or stations | 0 | (47,724) | |
Non-cash reorganization items, net | 0 | 0 | |
Gain on early extinguishment of debt | 0 | (381) | |
Deferred income taxes | 2,606 | 7,725 | |
Stock-based compensation expense | 652 | 2,314 | |
Changes in assets and liabilities: | |||
Accounts receivable | (16,363) | 16,704 | |
Trade receivable | 26 | (1,585) | |
Prepaid expenses and other current assets | (241) | 424 | |
Operating leases | 0 | 1,912 | |
Assets held for sale | 0 | 29 | |
Other assets | (156) | 3,839 | |
Accounts payable and accrued expenses | 2,065 | (17,836) | |
Trade payable | 13 | 78 | |
Other liabilities | 5 | (1,543) | |
Net cash provided by (used in) operating activities | (1,712) | 48,954 | |
Cash flows from investing activities: | |||
Proceeds from sale of assets or stations | 0 | 103,519 | |
Acquisition | (18,000) | 0 | |
Capital expenditures | (1,969) | (10,715) | |
Net cash provided by (used in) investing activities | (19,969) | 92,804 | |
Cash flows from financing activities: | |||
Adequate protection payments on term loan | 0 | 0 | |
Repayment of borrowings under term loan | 0 | (639,180) | |
Proceeds from issuance of 6.75% senior notes | 500,000 | ||
Financing costs | 0 | (7,675) | |
Shares returned in lieu of tax payments | 0 | (1,156) | |
Repayments of financing lease obligations | 0 | (819) | |
Net cash used in financing activities | 0 | (148,830) | |
Decrease in cash and cash equivalents and restricted cash | (21,681) | (7,072) | |
Cash and cash equivalents and restricted cash at beginning of period | 30,038 | ||
Cash and cash equivalents and restricted cash at end of period | 66,670 | $ 22,966 | |
Predecessor Company | |||
Cash flows from operating activities: | |||
Net income | $ 696,156 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 22,046 | ||
Amortization of right of use assets | 0 | ||
Amortization of debt issuance costs/discounts | 0 | ||
Provision for doubtful accounts | 5,993 | ||
(Gain) loss on sale or disposal of assets or stations | 158 | ||
Non-cash reorganization items, net | (523,651) | ||
Gain on early extinguishment of debt | 0 | ||
Deferred income taxes | (179,455) | ||
Stock-based compensation expense | 231 | ||
Changes in assets and liabilities: | |||
Accounts receivable | 12,697 | ||
Trade receivable | (997) | ||
Prepaid expenses and other current assets | (5,831) | ||
Operating leases | 0 | ||
Assets held for sale | 0 | ||
Other assets | (436) | ||
Accounts payable and accrued expenses | 7,777 | ||
Trade payable | 190 | ||
Other liabilities | (5,746) | ||
Net cash provided by (used in) operating activities | 29,132 | ||
Cash flows from investing activities: | |||
Proceeds from sale of assets or stations | 0 | ||
Acquisition | 0 | ||
Capital expenditures | (14,019) | ||
Net cash provided by (used in) investing activities | (14,019) | ||
Cash flows from financing activities: | |||
Adequate protection payments on term loan | (37,802) | ||
Repayment of borrowings under term loan | 0 | ||
Financing costs | (850) | ||
Shares returned in lieu of tax payments | 0 | ||
Repayments of financing lease obligations | 0 | ||
Net cash used in financing activities | (38,652) | ||
Decrease in cash and cash equivalents and restricted cash | (23,539) | ||
Cash and cash equivalents and restricted cash at beginning of period | $ 88,351 | 111,890 | |
Cash and cash equivalents and restricted cash at end of period | $ 88,351 |
Nature of Business, Interim Fin
Nature of Business, Interim Financial Data and Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business, Interim Financial Data and Basis of Presentation | Nature of Business, Interim Financial Data and Basis of Presentation Cumulus Media Inc. (and its consolidated subsidiaries, except as the context may otherwise require, “CUMULUS MEDIA,” “we,” “us,” “our,” or the “Company”) is a Delaware corporation, organized in 2018, and successor to a Delaware corporation with the same name that had been organized in 2002. Nature of Business CUMULUS MEDIA is a leading audio-first media and entertainment company delivering premium content to over a quarter billion people every month - wherever and whenever they want it. CUMULUS MEDIA engages listeners with high-quality local programming through 428 owned-and-operated stations across 87 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, the Olympics, the GRAMMYs, the American Country Music Awards, and many other world-class partners across nearly 8,000 affiliated stations through Westwood One, the largest audio network in America; and inspires listeners through its rapidly growing network of original podcasts that are smart, entertaining and thought-provoking. CUMULUS MEDIA provides advertisers with local impact and national reach through on-air, digital, mobile, and voice-activated media solutions, as well as access to integrated digital marketing services, powerful influencers, and live event experiences. Basis of Presentation As previously disclosed, on November 29, 2017 (the “Petition Date”), CM Wind Down Topco Inc. (formerly known as Cumulus Media Inc.), a Delaware corporation (“Old Cumulus”) and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Petitions”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors’ chapter 11 cases (the "Chapter 11 Cases") were jointly administered under the caption In re Cumulus Media Inc., et al, Case No. 17-13381. On May 10, 2018, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law and Order Confirming the Debtors’ First Amended Joint Chapter 11 Plan of Reorganization [Docket No. 769] (the “Confirmation Order”), which confirmed the First Amended Joint Plan of Reorganization of Cumulus Media Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 446] (the “Plan”), as modified by the Confirmation Order. On June 4, 2018 (the “Effective Date”), Old Cumulus satisfied the conditions to effectiveness set forth in the Confirmation Order and in the Plan, the Plan was substantially consummated, and Old Cumulus and the other Debtors emerged from Chapter 11. On June 29, 2018, the Bankruptcy Court entered an order closing the Chapter 11 Cases of all of the Debtors other than Old Cumulus, whose case will remain open until its estate has been fully administered including resolving outstanding claims and the Bankruptcy Court enters an order closing its case. In connection with its emergence, Old Cumulus implemented a series of internal reorganization transactions authorized by the Plan pursuant to which it transferred substantially all of its remaining assets to an indirectly wholly owned subsidiary of reorganized Cumulus Media Inc. (formerly known as CM Emergence Newco Inc.), a Delaware corporation (“CUMULUS MEDIA” or the “Company”), prior to winding down its business. References to “Successor” or “Successor Company” relate to CUMULUS MEDIA on and subsequent to June 4, 2018. References to “Predecessor”, “Predecessor Company” or “Old Cumulus” refer to Cumulus Media Inc. prior to June 4, 2018. Upon emergence from Chapter 11 on the Effective Date, the Company applied Accounting Standards Codification (“ASC”) 852 - Reorganizations (“ASC 852”) in preparing its consolidated financial statements. As a result of the application of fresh start accounting and the effects of the implementation of the Plan, a new entity for financial reporting purposes was created, and consequently the consolidated financial statements on and after June 4, 2018 generally are not comparable to the consolidated financial statements prior to that date. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Interim Financial Data In the opinion of management, the Company's unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented. The results for the interim periods are not necessarily indicative of those for the full year. The condensed consolidated financial statements should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018. Revision of Previously Issued Financial Statements During the third quarter of 2018, the Company determined that it had an error in the classification of certain content related costs in the Condensed Consolidated Statement of Operations disclosed in previous periods. The Company should have presented the amounts within Content costs rather than within Selling, general and administrative expenses. In the accompanying Condensed Consolidated Statement of Operations, the previous period has been revised to correct this misclassification. This reclassification resulted in an increase in Content costs of $4.2 million and a corresponding decrease in Selling, general and administrative expenses for the Predecessor Company period January 1, 2018 through June 3, 2018. The correction was not material to the consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including significant estimates related to revenue recognition, bad debts, intangible assets, income taxes, stock-based compensation, contingencies, litigation, valuation assumptions for impairment analysis, certain expense accruals, leases and, if applicable, purchase price allocations. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. Actual amounts and results may differ materially from these estimates. Comprehensive Income (Loss) Comprehensive income (loss) includes net income (loss) and certain items that are excluded from net income (loss) and recorded as a separate component of stockholders' equity (deficit). During the three and six months ended June 30, 2019 (Successor Company) and periods from January 1, 2018 through June 3, 2018 (Predecessor Company), and June 4, 2018 through June 30, 2018 (Successor Company), the Company had no items of other comprehensive income (loss) and, therefore, comprehensive income (loss) does not differ from reported net income (loss). Assets Held for Sale During the year ended December 31, 2015, the Company entered into an agreement to sell certain land in the Company's Washington, DC market ("DC Land") to a third party. The sale is subject to various conditions and approvals, including, without limitation, the receipt by the buyer of certain required permits and approvals for its expected use of the land. There can be no assurance that such sale will be completed in a timely manner, at the original agreed price, or at all. On April 15, 2019, the Company announced that it had entered into an agreement to sell KLOS-FM in Los Angeles, CA to Meruelo Media ("Meruelo Sale"). On June 27, 2019, the Company announced that it had entered into an agreement to sell WABC-AM in New York, NY to Red Apple Media, Inc. ("WABC Sale"). The Meruelo Sale closed on July 15, 2019. The closing of the WABC Sale is subject to various conditions and regulatory approvals which remain pending. The Company expects the WABC Sale to close within the next twelve months. The major categories of these assets held for sale are as follows (dollars in thousands): June 30, 2019 December 31, 2018 WABC Sale Meruelo Sale DC Land Total DC Land Property and equipment, net $ 7,054 $ 516 $ 80,000 $ 87,570 $ 80,000 Broadcast licenses 5,738 29,205 — 34,943 — Other intangibles, net 374 566 — 940 — $ 13,166 $ 30,287 $ 80,000 $ 123,453 $ 80,000 Supplemental Cash Flow Information The following summarizes supplemental cash flow information to be read in conjunction with the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 (Successor Company) and Periods from January 1, 2018 through June 3, 2018 (Predecessor Company), and June 4, 2018 through June 30, 2018 (Successor Company): Successor Company Predecessor Company Six Months Ended June 30, Period from June 4, 2018 through June 30, Period from January 1, 2018 through June 3, 2019 2018 2018 Supplemental disclosures of cash flow information: Interest paid $ 41,978 $ 5,878 $ — Income taxes paid 14,134 2,847 1,992 Supplemental disclosures of non-cash flow information: Trade revenue $ 23,980 $ 3,297 $ 18,973 Trade expense 22,008 3,246 17,964 Transfer of deposit from escrow - WKQX acquisition — 4,750 — Supplemental disclosures of non-cash reorganization items impact on changes in assets and liabilities: Accounts receivable $ — $ — $ (11 ) Prepaid expenses and other current assets — — 21,077 Property and equipment — — (121,732 ) Other intangible assets, goodwill and other assets — — 283,217 Accounts payable, accrued expenses and other liabilities — — (36,415 ) Cancellation of 7.75% Senior Notes — — (610,000 ) Cancellation of Predecessor Company Term Loan — — (1,684,407 ) Issuance of Successor Company Term Loan — — 1,300,000 Cancellation of Predecessor Company stockholders' equity — — 649,620 Issuance of Successor Company stockholders' equity — — (325,000 ) Reconciliation of cash and cash equivalents and restricted cash to the Condensed Consolidated Balance Sheet: Cash and cash equivalents $ 20,500 $ 37,444 $ 50,046 Restricted cash 2,466 29,226 38,305 Total cash and cash equivalents and restricted cash $ 22,966 $ 66,670 $ 88,351 Adoption of New Accounting Standards ASU 2016-02 - Leases (“ASU 2016-02”) . In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, which provides updated guidance for the accounting for leases. This update requires lessees to recognize assets and liabilities for the rights and obligations created by leases with a term longer than one year. Leases will be classified as either financing or operating, thereby impacting the pattern of expense recognition in the statement of operations. In July 2018, the FASB issued ASU 2018-10 - Codification Improvements to Topic 842, Leases ("ASU 2018-10") and ASU 2018-11 - Targeted Improvements ("ASU 2018-11"), which provides technical corrections and clarification to ASU 2016-02. ASU 2016-02 and amendments ASU 2018-10 and ASU 2018-11 will be effective for fiscal years beginning after December 15, 2018, and interim periods thereafter. Early adoption is permitted. The standard requires the application of a modified retrospective approach by either applying the lease standard to each lease that existed at the beginning of the earliest comparative period presented in the financial statements, as well as leases that commenced after that date and recognizing a cumulative effect adjustment for leases that commenced prior to the beginning of the earliest comparative period presented, or applying the standard to the leases that commenced as of the beginning of the reporting period in which the entity first applies the leases standard with a cumulative effect adjustment as of that date. The Company adopted this standard on January 1, 2019 and elected the "package of practical expedients" and as a result did not recast existing leases prior to January 1, 2019. The new lease standard also provides as a practical expedient and an accounting policy election, the option to not separate non-lease components from the associated lease components and instead account for each separate lease component and its associated non-lease components as a single lease component. The Company elected this option both for leases under which it is the lessor and for leases under which it is the lessee. In adopting the new standard, the Company aggregated and evaluated lease arrangements, implemented new controls and processes, and installed a lease accounting system. Adoption of the new standard resulted in recording operating lease right-of-use assets and operating lease liabilities of approximately $156.1 million and $154.5 million on January 1, 2019. See Note 13 Leases for further information. ASU 2018-07 - Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting (“ASU 2018-07”). The standard aligns the accounting for share-based payment awards issued to employees and non-employees. Changes to the accounting for non-employee awards include: (1) equity-classified share-based payment awards issued to non-employees will now be measured on the grant date, instead of the previous requirement to re-measure the awards through the performance completion date; (2) for performance conditions, compensation cost associated with the award will be recognized when achievement of the performance condition is probable, rather than upon achievement of the performance condition; and (3) the current requirement to reassess the classification (equity or liability) for nonemployee awards upon vesting will be eliminated, except for awards in the form of convertible instruments. The guidance should be applied to all new awards granted after the date of adoption. In addition, the modified retrospective approach should be used on all liability-classified awards that have not been settled and equity-classified awards for which a measurement date has not been established by the adoption date by re-measurement at fair value as of the adoption date with a cumulative effect adjustment to opening retained earnings in the fiscal year of adoption. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted ASU 2018-07 as of January 1, 2019 and there was no material impact to the Condensed Consolidated Financial Statements. Recent Accounting Standards Updates ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”). In June 2016, the FASB issued ASU 2016-13 which requires entities to estimate loss of financial assets measured at amortized cost, including trade receivables, debt securities and loans, using an expected credit loss model. The expected credit loss differs from the previous incurred losses model primarily in that the loss recognition threshold of “probable” has been eliminated and that expected loss should consider reasonable and supportable forecasts in addition to the previously considered past events and current conditions. Additionally, the guidance requires additional disclosures related to the further disaggregation of information related to the credit quality of financial assets by year of the asset’s origination for as many as five years. Entities must apply the standard provision as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the potential impact of adopting ASU 2016-13 on its Consolidated Financial Statements. ASU 2018-13 - Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). In August 2018, the FASB issued ASU 2018-13, which eliminates, adds, and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. ASU 2018-13 is effective for all entities for fiscal years beginning after December 15, 2019, and interim periods therein, but entities are permitted to early adopt either the entire standard or only the provisions that eliminate or modify the requirements. The Company is currently evaluating the potential impact of adopting ASU 2018-13 on its Consolidated Financial Statements. |
Reorganization Items, Net
Reorganization Items, Net | 6 Months Ended |
Jun. 30, 2019 | |
Reorganizations [Abstract] | |
Reorganization Items, Net | Reorganization Items, Net In accordance with ASC 852, Reorganization items incurred as a result of the Chapter 11 Cases were presented separately in the Predecessor Company's Condensed Consolidated Statement of Operations prior to the Company's emergence from Chapter 11. For the Predecessor Company periods presented herein, Reorganization items were as follows (in thousands): Predecessor Company Period from April 1, 2018 through June 3, 2018 Period from January 1, 2018 through June 3, 2018 Gain on settlement of Liabilities Subject to Compromise (a) $ 726,831 $ 726,831 Fresh start adjustments (b) (179,291 ) (179,291 ) Professional fees (c) (29,560 ) (54,386 ) Non-cash claims adjustments (d) (15,364 ) (15,364 ) Rejected executory contracts (e) (2,936 ) (5,976 ) Other (f) (3,312 ) (5,613 ) Reorganization Items, net $ 496,368 $ 466,201 (a) Liabilities Subject to Compromise have been, or will be settled in accordance with the Plan. (b) Revaluation of certain assets and liabilities upon the adoption of fresh start accounting. (c) Legal, financial advisory and other professional costs directly associated with the reorganization process. (d) The carrying value of certain claims were adjusted to the estimated value of the claim that were allowed by the Bankruptcy Court. (e) Non-cash expenses to record estimated allowed claim amounts related to rejected executory contracts. (f) Federal Communications Commission filing and United States Trustee fees directly associated with the reorganization process and the write-off of Predecessor director and officer insurance policies. During the Predecessor Company periods presented herein, the Company made cash payments of approximately $58.4 million for Reorganization items. Costs incurred as a result of the Chapter 11 Cases by the Successor Company subsequent to its emergence from Chapter 11 are classified as restructuring costs within Corporate Expenses in the Successor Company's Condensed Consolidated Statement of Operations. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 6 Months Ended |
Jun. 30, 2019 | |
Asset Acquisition [Abstract] | |
Acquisitions and Dispositions | Acquisitions and Dispositions Entercom Asset Exchange On May 9, 2019, the Company completed its previously announced non-monetary exchange with Entercom ("Entercom Swap"). The Company received WNTR-FM, WXNT- AM, and WZPL-FM in Indianapolis, IN and Entercom received WNSH-FM (New York, NY) and WMAS-FM and WHLL-AM (both in Springfield, MA). The table below summarizes the preliminary purchase price allocation for the Entercom Swap (dollars in thousands): Assets Acquired Broadcast licenses $ 22,963 Property and equipment, net 1,700 Total assets acquired $ 24,663 Assets Disposed Broadcast licenses $ (23,565 ) Property and equipment, net (703 ) Other intangibles (395 ) Total assets disposed $ (24,663 ) Connoisseur Media Asset Exchange On June 26, 2019, the Company completed its previously announced non-monetary exchange with Connoisseur Media ("Connoisseur Swap"). The Company received WODE-FM, WWYY-FM, WEEX-AM and WTKZ-AM in and around Allentown, PA and Connoisseur Media received WEBE-FM in Westport, CT, and WICC-AM in Bridgeport, CT. On a preliminary basis, the carrying value of the assets transferred to Connoisseur Media as part of the Connoisseur Swap was approximately $3.7 million . The Company expects the fair value of assets acquired in the Connoisseur Swap will approximate the carrying value of the assets transferred, with any difference accounted for as a gain or loss on the exchange. The preliminary purchase price allocation for the Entercom Swap and Connoisseur Swap are based upon the valuation of assets received and the estimates and assumptions used in these valuations are subject to change as the Company obtains additional information during the measurement period, which may be up to one year from the acquisition date. The preliminary and final valuations could be different. Educational Media Foundation Sale On May 31, 2019, the Company completed its previously announced sale of six radio stations, WYAY-FM (Atlanta, GA), WPLJ-FM (New York, NY), KFFG-FM (San Francisco, CA), WZAT-FM (Savannah, GA), WXTL-FM (Syracuse, NY), and WRQX-FM (Washington, DC) to Educational Media Foundation for $103.5 million in cash ("EMF Sale"). The Company recorded a gain of $47.6 million on the sale which is included in the (Gain) Loss on Sale or Disposal of Assets or Stations financial statement line item of the Company's Condensed Consolidated Statements of Operations for the three and six month periods ended June 30, 2019. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following table presents revenues disaggregated by revenue source (dollars in thousands): Successor Company Predecessor Company Three Months Ended June 30, 2019 Period from June 4, 2018 through June 30, 2018 Period from April 1, 2018 through June 3, 2018 Cumulus Radio Station Group Advertising revenues (broadcast, digital, non-traditional revenue (“NTR”) and trade) $ 192,163 $ 67,958 $ 134,477 Non-advertising revenues (tower rental and other) 999 399 616 Total Cumulus Radio Station Group revenue $ 193,162 $ 68,357 $ 135,093 Westwood One Advertising revenues (broadcast, digital and trade) $ 82,667 $ 24,986 $ 52,684 Non-advertising revenues (license fees and other) 3,097 1,370 2,240 Total Westwood One revenue $ 85,764 $ 26,356 $ 54,924 Other (1) $ 747 $ 291 $ 228 Total Revenue $ 279,673 $ 95,004 $ 190,245 Successor Company Predecessor Company Six Months Ended June 30, 2019 Period from June 4, 2018 through June 30, 2018 Period from January 1, 2018 through June 3, 2018 Cumulus Radio Station Group Advertising revenues (broadcast, digital, non-traditional revenue (“NTR”) and trade) $ 357,859 $ 67,958 $ 301,804 Non-advertising revenues (tower rental and other) 1,844 399 1,513 Total Cumulus Radio Station Group revenue $ 359,703 $ 68,357 $ 303,317 Westwood One Advertising revenues (broadcast, digital and trade) $ 178,975 $ 24,986 $ 143,215 Non-advertising revenues (license fees and other) 7,148 1,370 6,500 Total Westwood One revenue $ 186,123 $ 26,356 $ 149,715 Other (1) $ 1,343 $ 291 $ 892 Total Revenue $ 547,169 $ 95,004 $ 453,924 (1) Other is comprised of revenue from certain digital commerce and broadcast software sales and services. Trade and Barter Transactions The Company provides advertising time in exchange for goods or services such as products, supplies, or services. Trade revenue totaled $10.7 million and $24.0 million for the three and six months ended June 30, 2019 (Successor Company). Trade revenue totaled $3.3 million , $7.7 million and $19.0 million for the period from June 4, 2018 through June 30, 2018 (Successor Company), April 1, 2018 through June 3, 2018 (Predecessor Company) and January 1, 2018 through June 3, 2018 (Predecessor Company), respectively. Contract Costs The Company capitalizes certain incremental costs of obtaining contracts with customers which it expects to recover. For contracts with a client whose customer life covers a year or less, the Company uses the practical expedient that allows expensing commissions as they are incurred. For contracts where the new and renewal commission rates are commensurate, management uses the contract life for the amortization period. As such, the Company will continue to expense commissions as incurred for the revenue streams where the new and renewal commission rates are commensurate and the contract life is less than one year. These costs are recorded within Selling, general and administrative expenses. The Company does not apply the practical expedient option to new local revenue contracts, because the commission rates for new and renewal contracts is not commensurate and the customer life is typically in excess of one year. As of June 30, 2019 , and December 31, 2018, the Company recorded assets of approximately $7.2 million and $6.5 million related to the unamortized portion of commission expense on new local revenue. Remaining Performance Obligations The Company has contracts with customers which the Company believes will produce revenue beyond one year. From these contracts, the Company estimates it will recognize approximately $14.4 million of revenue. |
Restricted Cash
Restricted Cash | 6 Months Ended |
Jun. 30, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted Cash As of June 30, 2019 , and December 31, 2018 , the Condensed Consolidated Balance Sheets included approximately $2.5 million in restricted cash. Restricted cash is used primarily to collateralize standby letters of credit for certain leases and insurance policies. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The following table presents the Company's intangible assets as of June 30, 2019 and December 31, 2018 (dollars in thousands): Intangible Assets: Indefinite-Lived Definite-Lived Total Balance as of December 31, 2018 $ 956,836 $ 172,351 $ 1,129,187 Assets held for sale (See Note 1) (35,423 ) (460 ) (35,883 ) Dispositions (78,582 ) (835 ) (79,417 ) Acquisitions (See Note 3) 26,129 162 26,291 Amortization — (14,783 ) (14,783 ) Other (a) — (1,934 ) (1,934 ) Balance as of June 30, 2019 $ 868,960 $ 154,501 $ 1,023,461 (a) Reclassification of leasehold intangibles to right of use assets related to the adoption of ASC 842 The Company's indefinite-lived intangible assets consist of broadcasting licenses and trademarks, while the Company's definite-lived intangible assets consist of broadcast advertising and affiliate relationships. The Company performs impairment testing of its broadcasting licenses annually as of December 31 of each year and on an interim basis if events or circumstances indicate that broadcasting licenses may be impaired. The Company reviews the carrying value of its other intangible assets, primarily trademarks, broadcast advertising and affiliate relationships for recoverability prior to its annual impairment test and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Events and circumstances did not necessitate any interim impairment tests during the three and six months ended June 30, 2019 . |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt The Company’s long-term debt consisted of the following as of June 30, 2019 and December 31, 2018 (dollars in thousands): June 30, 2019 December 31, 2018 Term Loan $ 590,738 $ 1,230,299 Plus: current portion of Term Loan 13,000 13,000 Total Term Loan 603,738 1,243,299 6.75% Senior Notes 500,000 — Less: unamortized debt issuance costs (7,332 ) — Total 6.75% Senior Notes 492,668 — Long-term debt, net $ 1,096,406 $ 1,243,299 Credit Agreement On the Effective Date, Cumulus Media New Holdings Inc., a Delaware corporation (“Holdings”) and an indirectly wholly-owned subsidiary of the Company, and certain of the Company’s other subsidiaries, entered into the Credit Agreement with the holders of claims with respect to the Predecessor Term Loan under the Canceled Credit Agreement, as term loan lenders. Pursuant to the Credit Agreement, the lenders party thereto were deemed to have provided Holdings and its subsidiaries that are party thereto as co-borrowers with a $1.3 billion senior secured Term Loan. Amounts outstanding under the Credit Agreement bear interest at a per annum rate equal to (i) the London Inter-bank Offered Rate (“LIBOR”) plus an applicable margin of 4.50% , subject to a LIBOR floor of 1.00% , or (ii) the Alternative Base Rate (as defined below) plus an applicable margin of 3.50% , subject to an Alternative Base Rate floor of 2.00% . The Alternative Base Rate is defined, for any day, as the per annum rate equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1.0%, (ii) the rate identified as the “Prime Rate” and normally published in the Money Rates section of the Wall Street Journal, and (iii) one-month LIBOR plus 1.0% . At June 30, 2019 , the Term Loan bore interest at a rate of 6.91% per annum. Amounts outstanding under the Term Loan amortize in equal quarterly installments of 0.25% of the original principal amount of the Term Loan with the balance payable on the maturity date. The maturity date of the Term Loan is May 15, 2022. The Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Events of default in the Credit Agreement include, among others: (a) the failure to pay when due the obligations owing thereunder; (b) the failure to comply with (and not timely remedy, if applicable) certain covenants; (c) certain defaults and accelerations under other indebtedness; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against Holdings or any of its subsidiaries; (f) the loss, revocation or suspension of, or any material impairment in the ability to use, any one or more of, any material FCC licenses; (g) any representation or warranty made, or report, certificate or financial statement delivered, to the lenders subsequently proven to have been incorrect in any material respect; and (h) the occurrence of a Change in Control (as defined in the Credit Agreement). Upon the occurrence of an event of default, the Administrative Agent may, with the consent of, or upon the request of, the required lenders, accelerate the Term Loan and exercise any of its rights as a secured party under the Credit Agreement and the ancillary loan documents provided, that in the case of certain bankruptcy or insolvency events with respect to a borrower, the Term Loan will automatically accelerate. The Credit Agreement does not contain any financial maintenance covenants. The Credit Agreement provides that Holdings will be permitted to enter into either a revolving credit facility or receivables facility providing commitments of up to $50.0 million , subject to certain conditions (see below). On May 16, 2019, the Credit Agreement was amended to permit the issuance of indebtedness to the extent the proceeds of such indebtedness are used to refinance all or a portion of the Term Loan, subject to certain conditions as described more fully therein. The borrowers may elect, at their option, to prepay amounts outstanding under the Credit Agreement without premium or penalty. The borrowers may be required to make mandatory prepayments of the Term Loan upon the occurrence of specified events as set forth in the Credit Agreement, including upon the sale of certain assets and from Excess Cash Flow (as defined in the Credit Agreement). On October 11, 2018, the Company purchased $50.2 million of face value of the Term Loan for $50.0 million , a discount to par value of 0.40% . On June 5, 2019, with the proceeds from the EMF Sale and cash on hand, the Company made a $115.0 million voluntary prepayment at par on the Term Loan. On June 26, 2019, the Company used the net proceeds from the issuance of the 6.75% Senior Notes (see below) to make a $492.7 million voluntary prepayment at par on the Term Loan. On July 22, 2019, with the proceeds from the KLOS Sale (see Note 16 - Subsequent Events) and cash on hand, the Company made a $50.0 million voluntary prepayment at par on the Term Loan. Amounts outstanding under the Credit Agreement are guaranteed by Cumulus Media Intermediate Inc. (“Intermediate Holdings”), which is a subsidiary of the Company, and the present and future wholly-owned subsidiaries of Holdings that are not borrowers thereunder, subject to certain exceptions as set forth in the Credit Agreement (the “Guarantors”) and secured by a security interest in substantially all of the assets of Holdings, the subsidiaries of Holdings party to the Credit Agreement as borrowers, and the Guarantors. As of June 30, 2019, the Company was in compliance with all required covenants under the Credit Agreement. Revolving Credit Agreement On August 17, 2018, Holdings entered into a $50.0 million revolving credit facility (the “Revolving Credit Facility”) pursuant to a credit agreement (the “Revolving Credit Agreement”), dated as of August 17, 2018, with certain subsidiaries of Holdings as borrowers, Intermediate Holdings as a guarantor, certain lenders, and Deutsche Bank AG New York Branch as a lender and Administrative Agent. The Revolving Credit Facility matures on August 17, 2023. Availability under the Revolving Credit Facility is generally determined by a borrowing base formula that is based on 85% of the accounts receivable of the borrowers and the guarantors, subject to customary reserves and eligibility criteria. Under the Revolving Credit Facility, up to $10.0 million of availability may be drawn in the form of letters of credit. Borrowings under the Revolving Credit Facility bear interest, at the option of Holdings, based on (i) LIBOR plus a percentage spread (ranging from 1.25 % to 1.75 %) based on the average daily excess availability under the Revolving Credit Facility or (ii) the Alternative Base Rate (as defined below) plus a percentage spread (ranging from 0.25 % to 0.75 %) based on the average daily excess availability under the Revolving Credit Facility. The Alternative Base Rate is defined, for any day, as the per annum rate equal to the highest of (i) the federal funds rate plus 1/2 of 1.0%, (ii) the rate identified as the “Prime Rate” and normally published in the Money Rates section of the Wall Street Journal, and (iii) one-month LIBOR plus 1.0 %. In addition, the unused portion of the Revolving Credit Facility is subject to a commitment fee ranging from 0.250 % to 0.375 % based on the utilization of the facility. The Revolving Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Events of default in the Revolving Credit Agreement include, among others: (a) the failure to pay when due the obligations owing thereunder; (b) the failure to comply with (and not timely remedy, if applicable) certain covenants; (c) certain defaults and accelerations under other indebtedness; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against Holdings or any of its subsidiaries; (f) the loss, revocation or suspension of, or any material impairment in the ability to use, any one or more of, any material Federal Communications Commission licenses; (g) any representation or warranty made, or report, certificate or financial statement delivered, to the lenders subsequently proven to have been incorrect in any material respect; and (h) the occurrence of a Change in Control (as defined in the Credit Agreement). Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans then outstanding and exercise any of their rights under the Revolving Credit Agreement and the ancillary loan documents as a secured party. The Revolving Credit Agreement does not contain any financial maintenance covenants with which the Company must comply. However, if average excess availability under the Revolving Credit Facility is less than the greater of (a) 12.50 % of the total commitments thereunder or (b) $5.0 million , the Company must comply with a fixed charge coverage ratio of not less than 1 .0:1.0. Amounts outstanding under the Revolving Credit Agreement are guaranteed by Intermediate Holdings and the present and future wholly-owned subsidiaries of Holdings that are not borrowers thereunder, subject to certain exceptions as set forth in the Revolving Credit Agreement (the “Revolver Guarantors”) and secured by a security interest in substantially all of the assets of Holdings, the subsidiaries of Holdings party to the Credit Agreement as borrowers, and the Revolver Guarantors. As of June 30, 2019 , and December 31, 2018, $4.1 million and $2.8 million were outstanding in the form of letters of credit under the Revolving Credit Facility, respectively. As of June 30, 2019, the Company was in compliance with all required covenants under the Revolving Credit Agreement. 6.75% Senior Notes On June 26, 2019, Holdings (the “Issuer”) entered into an indenture, dated as of June 26, 2019 (the “Indenture”), among the Issuer, the guarantors party thereto (the “Senior Notes Guarantors”) and U.S. Bank National Association, as trustee, governing the terms of the Issuer’s $500,000,000 aggregate principal amount of 6.75% Senior Secured First-Lien Notes due 2026 (the “ 6.75% Senior Notes”). The 6.75% Senior Notes were issued on June 26, 2019. The net proceeds from the issuance of the 6.75% Senior Notes were applied to partially repay existing indebtedness under the Term Loan (see above). Interest on the 6.75% Senior Notes is payable on January 1 and July 1 of each year, commencing on January 1, 2020. The 6.75% Senior Notes mature on July 1, 2026. The Issuer may redeem some or all of the 6.75% Senior Notes at any time, or from time to time, on or after July 1, 2022, at the following prices: Year Price 2022 103.7500 % 2023 101.6875 % 2024 and thereafter 100.0000 % Prior to July 1, 2022, the Issuer may redeem all or part of the 6.75% Senior Notes upon not less than 30 nor more than 60 days' prior notice, at 100% of the principal amount of the 6.75% Notes redeemed plus a "make whole" premium. The 6.75% Senior Notes are fully and unconditionally guaranteed by each of the Senior Notes Guarantors, subject to the terms of the Indenture. Other than certain assets secured on a first priority basis under the Revolving Credit Facility (as to which the 6.75% Senior Notes are secured on a second-priority basis), the 6.75% Senior Notes and related guarantees are secured on a first-priority basis pari passu with the Term Loan (subject to certain exceptions) by liens on substantially all of the assets of the Issuer and the Guarantors. The Guarantors consist of Intermediate Holdings and each of the Issuer’s direct and indirect wholly-owned subsidiaries that guarantees the Credit Agreement which governs the Term Loan. The Indenture contains representations, covenants and events of default customary for financing transactions of this nature. At June 30, 2019, the Issuer was in compliance with all required covenants under the Indenture. A default under the 6.75% Senior Notes could cause a default under the Credit Agreement. The 6.75% Senior Notes have not been and will not be registered under the federal securities laws or the securities laws of any state or any other jurisdiction. The Company is not required to register the 6.75% Senior Notes for resale under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction and are not required to exchange the 6.75% Senior Notes for notes registered under the Securities Act or the securities laws of any other jurisdiction and we have no present intention to do so. As a result, Rule 3-10 of Regulation S-X promulgated by the SEC is not applicable and no separate financial statements are required for the guarantor subsidiaries. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table shows the gross amount and fair value of the Term Loan and 6.75% Senior Notes (dollars in thousands): June 30, 2019 December 31, 2018 Term Loan: Gross value $ 603,738 $ 1,243,299 Fair value - Level 2 603,134 1,182,688 6.75% Senior Notes: Gross value $ 500,000 $ — Fair value - Level 2 498,125 — As of June 30, 2019 and December 31, 2018 , the Company used trading prices from a third party of 99.90% and 95.13% to calculate the fair value of the Term Loan, respectively. As of June 30, 2019 , the Company used trading prices from a third party of 99.63% to calculate the fair value of the 6.75% Senior Notes. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended June 30, 2019 the Successor Company recorded income tax expense of $17.0 million on pre-tax book income of $59.9 million , resulting in an effective tax rate for the three months ended June 30, 2019 of approximately 28.3% . For the Successor Company period June 4, 2018 through June 30, 2018, the Successor Company recorded income tax expense of $2.6 million on pre-tax book income of $7.6 million , resulting in an effective tax rate of approximately 34.4% . For the Predecessor Company period April 1, 2018 through June 3, 2018, the Predecessor Company recorded income tax benefit of $176.7 million on pre-tax book income of $524.4 million , resulting in an effective tax rate of approximately (33.7)% . For the six months ended June 30, 2019 the Successor Company recorded income tax expense of $16.8 million on pre-tax book income of $60.2 million , resulting in an effective tax rate of approximately 27.9% . For the Successor Company period June 4, 2018 through June 30, 2018, the Company recorded income tax expense of $2.6 million on pre-tax book income of $7.6 million , resulting in an effective tax rate of approximately 34.4% . For the Predecessor Company period January 1, 2018 through June 3, 2018, the Predecessor Company recorded an income tax benefit of $176.9 million on pre-tax book income of $519.3 million , resulting in an effective tax rate of approximately (34.1)% . The difference between the effective tax rate and the federal statutory rate of 21.0% for the three months and six months ended June 30, 2019 primarily relates to state and local income taxes, the effect of certain statutory non-deductible expenses, excess tax benefits related to share-based compensation awards, and the tax effect of changes in uncertain tax positions. The difference between the effective tax rate and the federal statutory rate of 21.0% for the Successor Company period June 4, 2018 through June 30, 2018 was attributable to state and local income taxes, the tax effect of certain statutory non-deductible expenses, changes in valuation allowance, and the tax effect of certain changes in uncertain tax positions. The difference between the effective tax rate and the federal statutory rate of 21.0% for the Predecessor Company period April 1, 2018 through June 3, 2018, and January 1, 2018 through June 3, 2018 primarily related to the income tax exclusion of cancellation of indebtedness income, the Company's elections to increase the tax basis in certain assets, statutory state and local income taxes, the impact of non-deductible expenses, and changes to the valuation allowance. The Company recognizes the benefits of deferred tax assets only as its assessment indicates that it is more likely than not that the deferred tax assets will be recognized in accordance with ASC Topic 740, Income Taxes ("ASC 740"). The Company reviews the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to utilize existing deferred tax assets. As of June 30, 2019, the Company has not recorded a valuation allowance since the Company continues to believe, on the basis of its evaluation, that its deferred tax assets meet the more likely than not recognition standard for recovery. The Company will continue to monitor the valuation of deferred tax assets, which requires judgment in assessing the likely future tax consequences of events that are recognized in the Company's financial statements or tax returns as well as judgment in projecting future profitability. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock Pursuant to the Company’s amended and restated certificate of incorporation (the “Charter”), the Company is authorized to issue an aggregate of 300,000,000 shares of stock divided into three classes consisting of: (i) 100,000,000 shares of new Class A common stock; (ii) 100,000,000 shares of new Class B common stock; and (iii) 100,000,000 shares of preferred stock. As of June 30, 2019 , the Successor Company had 17,060,095 aggregate issued shares of common stock, and 17,025,391 outstanding shares consisting of: (i) 14,363,242 issued shares and 14,328,538 outstanding shares designated as Class A common stock; and (ii) 2,696,853 issued and outstanding shares designated as Class B common stock. Stock Purchase Warrants On the Effective Date, the Company entered into a warrant agreement (the “Warrant Agreement”) with Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent. In accordance with the Plan and pursuant to the Warrant Agreement, on the Effective Date, the Company (i) issued 3,016,853 Series 1 warrants (the “Series 1 warrants”) to purchase shares of new Class A common stock or new Class B common stock, on a one-for-one basis with an exercise price of $0.0000001 per share, to certain claimants with claims against the Predecessor Company and (ii) issued or will issue 712,736 Series 2 warrants (the “Series 2 warrants” and, together with the Series 1 warrants the “Warrants”) to purchase shares of new Class A common stock or new Class B common stock on a one-for-one basis with an exercise price of $0.0000001 per share, to other claimants. The Warrants expire on June 4, 2038. |
Stock-Based Compensation Expens
Stock-Based Compensation Expense | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Expense | Stock-Based Compensation Expense In accordance with the Plan and with the approval of the Board, the Long-Term Incentive Plan (the “Incentive Plan”) became effective as of the Effective Date. The Incentive Plan is intended to, among other things, help attract, motivate and retain key employees and directors and to reward them for making major contributions to the success of the Company. The Incentive Plan permits awards to be made to employees, directors, or consultants of the Company or an affiliate of the Company. On or about the Effective Date and pursuant to the Plan, the Company granted 562,217 restricted stock units (“RSUs”) and 562,217 stock options (“Options”) under the Incentive Plan and the terms of the relevant restricted stock unit agreements (the “Restricted Stock Unit Agreements”) and stock option agreements (the “Option Agreements”), as applicable, to certain employees, including its executive officers (collectively, “Management”), representing an aggregate of 1,124,434 shares of new Class A common stock (collectively, the “Management Emergence Awards”). On February 1, 2019, the Company granted an additional 144,000 RSUs to Management. In addition, on or about the Effective Date and pursuant to the Plan, the Company granted each non-employee director certain RSUs and Options under the Incentive Plan and the terms of the relevant Restricted Stock Unit Agreements and Option Agreements, as applicable, representing an aggregate of 56,721 shares of new Class A common stock (the “Director Emergence Awards”). On April 30, 2019, the Company granted an additional 37,555 RSUs to its non-employee directors. The following table discloses the total grants awarded for the Successor Company and Predecessor Company periods presented below: Successor Company Predecessor Company Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Period from June 4, 2018 through June 30, 2018 Period from January 1, 2018 through June 3, 2018 Stock option grants — — 581,124 — Restricted stock unit grants 37,555 181,555 600,031 — Total grants 37,555 181,555 1,181,155 — The following tables disclose total share-based compensation expense included in “Corporate expenses” in the accompanying Condensed Consolidated Statements of Operations for the Successor Company and Predecessor Company periods presented below (in thousands): Successor Company Predecessor Company Three Months Ended June 30, 2019 Period from June 4, 2018 through June 30, 2018 Period from April 1, 2018 through June 3, 2018 Stock option grants $ 846 $ 315 $ 65 Restricted stock unit grants 260 337 — Total expense $ 1,106 $ 652 $ 65 Successor Company Predecessor Company Six Months Ended June 30, 2019 Period from June 4, 2018 through June 30, 2018 Period from January 1, 2018 through June 3, 2018 Stock option grants $ 1,699 $ 315 $ 231 Restricted stock unit grants 615 337 — Total expense $ 2,314 $ 652 $ 231 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The Company calculates basic earnings per share by dividing net income by the weighted average number of common shares outstanding, excluding unvested restricted shares. The Company calculates diluted earnings per share by dividing net income by the weighted average number of common shares outstanding plus the dilutive effect of all outstanding share-based awards, including stock options and restricted stock awards. Warrants generally are included in basic and diluted shares outstanding because there is little or no consideration paid upon exercise of the Warrants. Antidilutive instruments are not considered in this calculation. The Company applies the two-class method to calculate earnings per share. Because both classes share the same rights in dividends and earnings, earnings per share (basic and diluted) are the same for both classes. The following table presents the basic and diluted earnings per share, and the reconciliation of basic to diluted weighted average common shares (in thousands, except per share amounts): Successor Company Predecessor Company Three Months Ended June 30, 2019 Period from June 4, 2018 through June 30, 2018 Period from April 1, 2018 through June 3, 2018 Basic Earnings Per Share Numerator: Undistributed net income from operations $ 42,861 $ 4,980 $ 701,157 Basic net income attributable to common shares $ 42,861 $ 4,980 $ 701,157 Denominator: Basic weighted average shares outstanding 20,125 20,005 29,338 Basic undistributed net income per share attributable to common shares $ 2.13 $ 0.25 $ 23.90 Diluted Earnings Per Share Numerator: Undistributed net income from operations $ 42,861 $ 4,980 $ 701,157 Diluted net income attributable to common shares $ 42,861 $ 4,980 $ 701,157 Denominator: Basic weighted average shares outstanding 20,125 20,005 29,338 Effect of dilutive options and restricted share units 192 295 — Diluted weighted average shares outstanding 20,317 20,300 29,338 Diluted undistributed net income per share attributable to common shares $ 2.11 $ 0.25 $ 23.90 Successor Company Predecessor Company Six Months Ended June 30, 2019 Period from June 4, 2018 through June 30, 2018 Period from January 1, 2018 through June 3, 2018 Basic Earnings Per Share Numerator: Undistributed net income from operations $ 43,312 $ 4,980 $ 696,156 Basic net income attributable to common shares $ 43,312 $ 4,980 $ 696,156 Denominator: Basic weighted average shares outstanding 20,092 20,005 29,338 Basic undistributed net income per share attributable to common shares $ 2.16 $ 0.25 $ 23.73 Diluted Earnings Per Share Numerator: Undistributed net income from operations $ 43,312 $ 4,980 $ 696,156 Diluted net income attributable to common shares $ 43,312 $ 4,980 $ 696,156 Denominator: Basic weighted average shares outstanding 20,092 20,005 29,338 Effect of dilutive options and restricted share units 177 295 — Diluted weighted average shares outstanding 20,269 20,300 29,338 Diluted undistributed net income per share attributable to common shares $ 2.14 $ 0.25 $ 23.73 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases As described in Note 1, the Company adopted ASU 2016-02 ("ASC 842") effective January 1, 2019 using a modified retrospective approach and elected the practical expedients allowed under the standard. The Company has entered into various lease agreements both as the lessor and lessee. The leases have been classified as either operating or finance leases in accordance with ASC 842, and primarily consist of leases for land, tower space, office space, certain office equipment and vehicles. The Company also has sublease arrangements that provide a nominal amount of income. A right-of-use asset and lease liability have been recorded on the balance sheet for all leases except those with an original lease term of twelve months or less. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. As a lessor, we reserve the rights to the underlying assets in our agreements and do not expect to derive any amounts at the end of the lease terms. The Company's leases typically have lease terms between five to ten years . Most of these leases include one or more renewal options for periods ranging from one to ten years . At lease commencement, the Company assesses whether it is reasonably certain to exercise a renewal option. Options that are reasonably certain of being exercised are factored into the determination of the lease term, and related payments are included in the calculation of the right-of-use asset and lease liability. The Company assumes that certain tower and land leases will be renewed for one additional term. The Company estimates the discount rate used to determine the present value of lease payments based on information available at lease commencement. The following table presents the Company's total right-of-use assets and lease liabilities as of June 30, 2019 (dollars in thousands): Balance Sheet Location June 30, 2019 Right-of-Use Assets Operating Operating lease right-of-use assets $ 148,493 Finance, net of accumulated amortization of $211 Other assets 527 Total Assets $ 149,020 Liabilities Current Operating Current portion of operating lease liabilities $ 34,172 Finance Accounts payable and accrued liabilities 446 Noncurrent Operating Operating lease liabilities 115,183 Finance Other liabilities 81 Total Liabilities $ 149,882 The following table presents the total lease cost for three and six months ended June 30, 2019 (dollars in thousands): Statement of Operations Location Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating Lease Cost Selling, general and administrative expenses; Corporate expenses $ 10,786 $ 19,796 Finance Lease Cost Amortization of right-of-use assets Depreciation and amortization 108 223 Interest on lease liabilities Interest expense 11 24 Total Lease Cost $ 10,905 $ 20,043 Total lease income related to our lessor arrangements was $0.8 million and $1.5 million for the three and six months ended June 30, 2019. Other Supplementary Data Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 5,298 $ 10,501 Operating cash flows from finance leases 11 24 Financing cash flows from finance leases 108 223 Financing cash flows from failed sale leaseback 298 596 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 8,023 $ 15,223 June 30, 2019 Weighted Average Remaining Lease Term (in years) Operating leases 7.80 Finance leases 2.09 Weighted Average Discount Rate Operating leases 7.5 % Finance leases 7.5 % Maturities by year of lease liabilities as of June 30, 2019 were as follows (dollars in thousands): Operating Leases Finance Leases Total 2019 (a) $ 17,074 $ 205 $ 17,279 2020 32,054 217 32,271 2021 25,738 103 25,841 2022 23,231 37 23,268 2023 21,406 6 21,412 Thereafter 82,560 — 82,560 Total lease payments $ 202,063 $ 568 $ 202,631 Less: interest 52,708 41 52,749 Present value of lease liabilities $ 149,355 $ 527 $ 149,882 As of December 31, 2018, future minimum lease payments, as defined under the previous lease accounting guidance of ASC Topic 840, under non-cancelable operating leases for the following five fiscal years and thereafter were as follows: Year Ending December 31: Future Minimum Rent Under Operating Leases Future Minimum Sublease Income Future Minimum Commitments Under Failed Sale Leaseback Agreement Net Commitments 2019 $ 34,356 $ (1,719 ) $ 1,193 $ 33,830 2020 29,242 (1,719 ) 1,557 29,080 2021 22,717 1,603 24,320 2022 19,885 1,650 21,535 2023 16,280 1,701 17,981 Thereafter 45,959 2,052 48,011 $ 168,439 $ (3,438 ) $ 9,756 $ 174,757 Future minimum payments related to the Company's failed sale-leaseback as of June 30, 2019 were as follows (dollars in thousands): Total 2019 (a) $ 597 2020 1,557 2021 1,603 2022 1,650 2023 1,701 Thereafter 2,051 Total lease payments $ 9,159 (a) Excludes the six months ended June 30, 2019. Future minimum payments to be received under the Company's lessor arrangements as of June 30, 2019 were as follows (dollars in thousands): Operating Leases 2019 (a) $ 1,532 2020 3,259 2021 2,603 2022 2,296 2023 1,770 Thereafter 2,893 Total lease receivables $ 14,353 (a) Excludes the six months ended June 30, 2019. |
Leases | Leases As described in Note 1, the Company adopted ASU 2016-02 ("ASC 842") effective January 1, 2019 using a modified retrospective approach and elected the practical expedients allowed under the standard. The Company has entered into various lease agreements both as the lessor and lessee. The leases have been classified as either operating or finance leases in accordance with ASC 842, and primarily consist of leases for land, tower space, office space, certain office equipment and vehicles. The Company also has sublease arrangements that provide a nominal amount of income. A right-of-use asset and lease liability have been recorded on the balance sheet for all leases except those with an original lease term of twelve months or less. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. As a lessor, we reserve the rights to the underlying assets in our agreements and do not expect to derive any amounts at the end of the lease terms. The Company's leases typically have lease terms between five to ten years . Most of these leases include one or more renewal options for periods ranging from one to ten years . At lease commencement, the Company assesses whether it is reasonably certain to exercise a renewal option. Options that are reasonably certain of being exercised are factored into the determination of the lease term, and related payments are included in the calculation of the right-of-use asset and lease liability. The Company assumes that certain tower and land leases will be renewed for one additional term. The Company estimates the discount rate used to determine the present value of lease payments based on information available at lease commencement. The following table presents the Company's total right-of-use assets and lease liabilities as of June 30, 2019 (dollars in thousands): Balance Sheet Location June 30, 2019 Right-of-Use Assets Operating Operating lease right-of-use assets $ 148,493 Finance, net of accumulated amortization of $211 Other assets 527 Total Assets $ 149,020 Liabilities Current Operating Current portion of operating lease liabilities $ 34,172 Finance Accounts payable and accrued liabilities 446 Noncurrent Operating Operating lease liabilities 115,183 Finance Other liabilities 81 Total Liabilities $ 149,882 The following table presents the total lease cost for three and six months ended June 30, 2019 (dollars in thousands): Statement of Operations Location Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating Lease Cost Selling, general and administrative expenses; Corporate expenses $ 10,786 $ 19,796 Finance Lease Cost Amortization of right-of-use assets Depreciation and amortization 108 223 Interest on lease liabilities Interest expense 11 24 Total Lease Cost $ 10,905 $ 20,043 Total lease income related to our lessor arrangements was $0.8 million and $1.5 million for the three and six months ended June 30, 2019. Other Supplementary Data Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 5,298 $ 10,501 Operating cash flows from finance leases 11 24 Financing cash flows from finance leases 108 223 Financing cash flows from failed sale leaseback 298 596 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 8,023 $ 15,223 June 30, 2019 Weighted Average Remaining Lease Term (in years) Operating leases 7.80 Finance leases 2.09 Weighted Average Discount Rate Operating leases 7.5 % Finance leases 7.5 % Maturities by year of lease liabilities as of June 30, 2019 were as follows (dollars in thousands): Operating Leases Finance Leases Total 2019 (a) $ 17,074 $ 205 $ 17,279 2020 32,054 217 32,271 2021 25,738 103 25,841 2022 23,231 37 23,268 2023 21,406 6 21,412 Thereafter 82,560 — 82,560 Total lease payments $ 202,063 $ 568 $ 202,631 Less: interest 52,708 41 52,749 Present value of lease liabilities $ 149,355 $ 527 $ 149,882 As of December 31, 2018, future minimum lease payments, as defined under the previous lease accounting guidance of ASC Topic 840, under non-cancelable operating leases for the following five fiscal years and thereafter were as follows: Year Ending December 31: Future Minimum Rent Under Operating Leases Future Minimum Sublease Income Future Minimum Commitments Under Failed Sale Leaseback Agreement Net Commitments 2019 $ 34,356 $ (1,719 ) $ 1,193 $ 33,830 2020 29,242 (1,719 ) 1,557 29,080 2021 22,717 1,603 24,320 2022 19,885 1,650 21,535 2023 16,280 1,701 17,981 Thereafter 45,959 2,052 48,011 $ 168,439 $ (3,438 ) $ 9,756 $ 174,757 Future minimum payments related to the Company's failed sale-leaseback as of June 30, 2019 were as follows (dollars in thousands): Total 2019 (a) $ 597 2020 1,557 2021 1,603 2022 1,650 2023 1,701 Thereafter 2,051 Total lease payments $ 9,159 (a) Excludes the six months ended June 30, 2019. Future minimum payments to be received under the Company's lessor arrangements as of June 30, 2019 were as follows (dollars in thousands): Operating Leases 2019 (a) $ 1,532 2020 3,259 2021 2,603 2022 2,296 2023 1,770 Thereafter 2,893 Total lease receivables $ 14,353 (a) Excludes the six months ended June 30, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Future Commitments The radio broadcast industry’s principal ratings service is Nielsen Audio (“Nielsen”), which publishes surveys for domestic radio markets. Certain of the Company’s subsidiaries have agreements with Nielsen under which they receive programming ratings information. The remaining aggregate obligation under the agreements with Nielsen is approximately $126.4 million , as of June 30, 2019 , and is expected to be paid in accordance with the agreements through December 2021. The Company engages Katz Media Group, Inc. (“Katz”) as its national advertising sales agent. The national advertising agency contract with Katz contains termination provisions that, if exercised by the Company during the term of the contract, would obligate the Company to pay a termination fee to Katz, based upon a formula set forth in the contract. The Company is committed under various contractual agreements to pay for broadcast rights that include sports and news services and to pay for talent, executives, research, weather information and other services. The Company from time to time enters into radio network contractual obligations to guarantee a minimum amount of revenue share to contractual counterparties on certain programming in future years. As of June 30, 2019, the Company believes that it will meet all such material minimum obligations. Legal Proceedings In August 2015, the Company was named as a defendant in two separate putative class action lawsuits relating to its use and public performance of certain sound recordings fixed prior to February 15, 1972 (the "Pre-1972 Recordings"). The first suit, ABS Entertainment, Inc., et. al. v, Cumulus Media Inc., was filed in the United States District Court for the Central District of California and alleged, among other things, copyright infringement under California state law, common law conversion, misappropriation and unfair business practices. On December 11, 2015, this suit was dismissed without prejudice. The second suit, ABS Entertainment, Inc., v. Cumulus Media Inc., was filed in the United States District Court for the Southern District of New York and claimed, among other things, common law copyright infringement and unfair competition. The New York lawsuit was stayed pending an appeal before the Second Circuit involving unrelated third parties over whether the owner of a Pre-1972 Recording holds an exclusive right to publicly perform that recording under New York common law. On December 20, 2016, the New York Court of Appeals held that New York common law does not recognize a right of public performance for owners of pre-1972 Recordings. As a result of that case (to which Cumulus Media Inc. was not a party) the New York case against Cumulus Media Inc., was voluntarily dismissed by the plaintiffs on April 3, 2017. On October 11, 2018, President Trump signed the Orrin G. Hatch-Bob Goodlatte Music Modernization Act into law, which, among other things, provides new federal rights going forward for owners of pre-1972 Recordings. The question of whether public performance rights existed for Pre-1972 recordings under state law prior to the enactment of the new Music Modernization Act is still being litigated in the Ninth Circuit as a result of a case filed in California. Cumulus is not a party to that case, and the Company is not yet able to determine what effect that proceeding will have, if any, on its financial position, results of operations or cash flows. The Company currently is, and expects that from time to time in the future it will be, party to, or a defendant in, various other claims or lawsuits that are generally incidental to its business. The Company expects that it will vigorously contest any such claims or lawsuits and believes that the ultimate resolution of any such known claim or lawsuit will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. |
Segment Data
Segment Data | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Data | Segment Data The Company operates in two reportable segments for which there is discrete financial information available and whose operating results are reviewed by the chief operating decision maker, the Cumulus Radio Station Group and Westwood One. Cumulus Radio Station Group revenue is derived primarily from the sale of broadcasting time on our owned or operated stations to local, regional, and national advertisers. Westwood One revenue is generated primarily through network advertising on our owned or operated stations and on its approximately 8,000 affiliate stations. The Company also reports information for Corporate and Other. Corporate includes overall executive, administrative and support functions for both of the Company’s reportable segments, including accounting, finance, legal, human resources, information technology, and programming functions. At the end of the second quarter of 2019, the Company had internal discussions regarding changes to its organization structure and approach to operating the business. As a result, the Company is in the process of reassessing its reportable segments. The assessment and identification of reportable segment(s) will be based on management’s organization and view of the Company’s business when making operating decisions and assessing performance. The Company presents segment adjusted EBITDA (“Adjusted EBITDA”) as this is the financial metric by which management and the chief operating decision maker allocate resources of the Company and analyze the performance of the Company’s reportable segments. Management also uses this measure to determine the contribution of the Company's core operations to the funding of its corporate resources utilized to manage operations and its non-operating expenses including debt service and acquisitions. In addition, Adjusted EBITDA is a key metric for purposes of calculating and determining compliance with certain covenants contained in the Company’s Credit Agreement. In determining Adjusted EBITDA, the Company excludes from net income items not related to core operations and those that are non-cash including: interest, taxes, depreciation, amortization, stock-based compensation expense, gain or loss on the exchange, sale, or disposal of any assets or stations, early extinguishment of debt, local marketing agreement fees, expenses relating to acquisitions, divestitures, restructuring costs, reorganization items and non-cash impairments of assets, if any. Management believes that Adjusted EBITDA, although not a measure that is calculated in accordance with GAAP, is commonly employed by the investment community as a measure for determining the market value of a media company and comparing the operational and financial performance among media companies. Management has also observed that Adjusted EBITDA is routinely utilized to evaluate and negotiate the potential purchase price for media companies. Given the relevance to our overall value, management believes that investors consider the metric to be extremely useful. Adjusted EBITDA should not be considered in isolation or as a substitute for net income (loss), operating income, cash flows from operating activities or any other measure for determining the Company’s operating performance or liquidity that is calculated in accordance with GAAP. In addition, Adjusted EBITDA may be defined or calculated differently by other companies, and comparability may be limited. The Company’s financial data by segment is presented in the tables below (in thousands): Three Months Ended June 30, 2019 (Successor Company) Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 193,162 $ 85,764 $ 747 $ 279,673 Period from June 4, 2018 through June 30, 2018 Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 68,357 $ 26,356 $ 291 $ 95,004 Period from April 1, 2018 through June 3, 2018 (Predecessor Company) Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 135,093 $ 54,924 $ 228 $ 190,245 Six Months Ended June 30, 2019 (Successor Company) Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 359,703 $ 186,123 $ 1,343 $ 547,169 Period from June 4, 2018 through June 30, 2018 Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 68,357 $ 26,356 $ 291 $ 95,004 Period from January 1, 2018 through June 3, 2018 (Predecessor Company) Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 303,317 $ 149,715 $ 892 $ 453,924 Successor Company Predecessor Company Three Months Ended June 30, Period from June 4, 2018 through June 30, Period from April 1, 2018 through June 3, 2019 2018 2018 Adjusted EBITDA by segment Cumulus Radio Station Group $ 52,222 $ 20,860 $ 39,824 Westwood One 17,866 7,690 6,554 Segment Adjusted EBITDA 70,088 28,550 46,378 Adjustments to reconcile to GAAP measure Corporate and other expense (8,269 ) (2,435 ) (6,137 ) Income tax (expense) benefit (17,026 ) (2,606 ) 176,741 Non-operating expense, including net interest expense (21,217 ) (6,152 ) (387 ) Local marketing agreement fees (438 ) (358 ) (702 ) Depreciation and amortization (13,545 ) (4,379 ) (10,065 ) Stock-based compensation expense (1,106 ) (652 ) (65 ) Gain (loss) on sale or disposal of assets or stations 47,750 — (147 ) Reorganization items, net — — 496,368 Restructuring costs (13,024 ) (6,941 ) (734 ) Franchise and state taxes (352 ) (47 ) (93 ) Consolidated GAAP net income $ 42,861 $ 4,980 $ 701,157 Successor Company Predecessor Company Six Months Ended June 30, Period from June 4, 2018 through June 30, Period from January 1, 2018 through June 3, 2019 2018 2018 Adjusted EBITDA by segment Cumulus Radio Station Group $ 86,613 $ 20,860 $ 76,009 Westwood One 33,816 7,690 19,210 Segment Adjusted EBITDA 120,429 28,550 95,219 Adjustments to reconcile to GAAP measure Corporate and other expense (16,806 ) (2,435 ) (14,707 ) Income tax (expense) benefit (16,841 ) (2,606 ) 176,859 Non-operating expense, including net interest expense (43,397 ) (6,152 ) (483 ) Local marketing agreement fees (1,481 ) (358 ) (1,809 ) Depreciation and amortization (28,135 ) (4,379 ) (22,046 ) Stock-based compensation expense (2,314 ) (652 ) (231 ) Gain (loss) on sale or disposal of assets or stations 47,724 — (158 ) Reorganization items, net — — 466,201 Gain on early extinguishment of debt 381 — — Restructuring costs (15,801 ) (6,941 ) (2,455 ) Franchise and state taxes (447 ) (47 ) (234 ) Consolidated GAAP net income $ 43,312 $ 4,980 $ 696,156 |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event On July 15, 2019, the Company completed its previously announced sale of KLOS-FM in Los Angeles, CA to Meruelo Media for $43.0 million in cash ("KLOS Sale"). Prior to the completion of the sale, Meruelo Media began programming KLOS-FM under a Local Marketing Agreement on April 16, 2019. On July 22, 2019, the Company completed a $50 million voluntary debt prepayment on the Term Loan. The debt prepayment was funded by the net proceeds from the KLOS Sale and cash on hand generated from operations. |
Nature of Business, Interim F_2
Nature of Business, Interim Financial Data and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Cumulus Media Inc. (and its consolidated subsidiaries, except as the context may otherwise require, “CUMULUS MEDIA,” “we,” “us,” “our,” or the “Company”) is a Delaware corporation, organized in 2018, and successor to a Delaware corporation with the same name that had been organized in 2002. |
Basis of Presentation | Basis of Presentation As previously disclosed, on November 29, 2017 (the “Petition Date”), CM Wind Down Topco Inc. (formerly known as Cumulus Media Inc.), a Delaware corporation (“Old Cumulus”) and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Petitions”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors’ chapter 11 cases (the "Chapter 11 Cases") were jointly administered under the caption In re Cumulus Media Inc., et al, Case No. 17-13381. On May 10, 2018, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law and Order Confirming the Debtors’ First Amended Joint Chapter 11 Plan of Reorganization [Docket No. 769] (the “Confirmation Order”), which confirmed the First Amended Joint Plan of Reorganization of Cumulus Media Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 446] (the “Plan”), as modified by the Confirmation Order. On June 4, 2018 (the “Effective Date”), Old Cumulus satisfied the conditions to effectiveness set forth in the Confirmation Order and in the Plan, the Plan was substantially consummated, and Old Cumulus and the other Debtors emerged from Chapter 11. On June 29, 2018, the Bankruptcy Court entered an order closing the Chapter 11 Cases of all of the Debtors other than Old Cumulus, whose case will remain open until its estate has been fully administered including resolving outstanding claims and the Bankruptcy Court enters an order closing its case. In connection with its emergence, Old Cumulus implemented a series of internal reorganization transactions authorized by the Plan pursuant to which it transferred substantially all of its remaining assets to an indirectly wholly owned subsidiary of reorganized Cumulus Media Inc. (formerly known as CM Emergence Newco Inc.), a Delaware corporation (“CUMULUS MEDIA” or the “Company”), prior to winding down its business. References to “Successor” or “Successor Company” relate to CUMULUS MEDIA on and subsequent to June 4, 2018. References to “Predecessor”, “Predecessor Company” or “Old Cumulus” refer to Cumulus Media Inc. prior to June 4, 2018. Upon emergence from Chapter 11 on the Effective Date, the Company applied Accounting Standards Codification (“ASC”) 852 - Reorganizations (“ASC 852”) in preparing its consolidated financial statements. As a result of the application of fresh start accounting and the effects of the implementation of the Plan, a new entity for financial reporting purposes was created, and consequently the consolidated financial statements on and after June 4, 2018 generally are not comparable to the consolidated financial statements prior to that date. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Interim Financial Data In the opinion of management, the Company's unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented. The results for the interim periods are not necessarily indicative of those for the full year. The condensed consolidated financial statements should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018. Revision of Previously Issued Financial Statements During the third quarter of 2018, the Company determined that it had an error in the classification of certain content related costs in the Condensed Consolidated Statement of Operations disclosed in previous periods. The Company should have presented the amounts within Content costs rather than within Selling, general and administrative expenses. In the accompanying Condensed Consolidated Statement of Operations, the previous period has been revised to correct this misclassification. This reclassification resulted in an increase in Content costs of $4.2 million and a corresponding decrease in Selling, general and administrative expenses for the Predecessor Company period January 1, 2018 through June 3, 2018. The correction was not material to the consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including significant estimates related to revenue recognition, bad debts, intangible assets, income taxes, stock-based compensation, contingencies, litigation, valuation assumptions for impairment analysis, certain expense accruals, leases and, if applicable, purchase price allocations. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. Actual amounts and results may differ materially from these estimates. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) includes net income (loss) and certain items that are excluded from net income (loss) and recorded as a separate component of stockholders' equity (deficit). During the three and six months ended June 30, 2019 (Successor Company) and periods from January 1, 2018 through June 3, 2018 (Predecessor Company), and June 4, 2018 through June 30, 2018 (Successor Company), the Company had no items of other comprehensive income (loss) and, therefore, comprehensive income (loss) does not differ from reported net income (loss). |
Assets Held for Sale | Assets Held for Sale During the year ended December 31, 2015, the Company entered into an agreement to sell certain land in the Company's Washington, DC market ("DC Land") to a third party. The sale is subject to various conditions and approvals, including, without limitation, the receipt by the buyer of certain required permits and approvals for its expected use of the land. There can be no assurance that such sale will be completed in a timely manner, at the original agreed price, or at all. On April 15, 2019, the Company announced that it had entered into an agreement to sell KLOS-FM in Los Angeles, CA to Meruelo Media ("Meruelo Sale"). On June 27, 2019, the Company announced that it had entered into an agreement to sell WABC-AM in New York, NY to Red Apple Media, Inc. ("WABC Sale"). The Meruelo Sale closed on July 15, 2019. The closing of the WABC Sale is subject to various conditions and regulatory approvals which remain pending. The Company expects the WABC Sale to close within the next twelve months. |
Recent Accounting Standards Updates and Adoption of New Accounting Standards and Recent Accounting Standards Updates | Adoption of New Accounting Standards ASU 2016-02 - Leases (“ASU 2016-02”) . In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, which provides updated guidance for the accounting for leases. This update requires lessees to recognize assets and liabilities for the rights and obligations created by leases with a term longer than one year. Leases will be classified as either financing or operating, thereby impacting the pattern of expense recognition in the statement of operations. In July 2018, the FASB issued ASU 2018-10 - Codification Improvements to Topic 842, Leases ("ASU 2018-10") and ASU 2018-11 - Targeted Improvements ("ASU 2018-11"), which provides technical corrections and clarification to ASU 2016-02. ASU 2016-02 and amendments ASU 2018-10 and ASU 2018-11 will be effective for fiscal years beginning after December 15, 2018, and interim periods thereafter. Early adoption is permitted. The standard requires the application of a modified retrospective approach by either applying the lease standard to each lease that existed at the beginning of the earliest comparative period presented in the financial statements, as well as leases that commenced after that date and recognizing a cumulative effect adjustment for leases that commenced prior to the beginning of the earliest comparative period presented, or applying the standard to the leases that commenced as of the beginning of the reporting period in which the entity first applies the leases standard with a cumulative effect adjustment as of that date. The Company adopted this standard on January 1, 2019 and elected the "package of practical expedients" and as a result did not recast existing leases prior to January 1, 2019. The new lease standard also provides as a practical expedient and an accounting policy election, the option to not separate non-lease components from the associated lease components and instead account for each separate lease component and its associated non-lease components as a single lease component. The Company elected this option both for leases under which it is the lessor and for leases under which it is the lessee. In adopting the new standard, the Company aggregated and evaluated lease arrangements, implemented new controls and processes, and installed a lease accounting system. Adoption of the new standard resulted in recording operating lease right-of-use assets and operating lease liabilities of approximately $156.1 million and $154.5 million on January 1, 2019. See Note 13 Leases for further information. ASU 2018-07 - Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting (“ASU 2018-07”). The standard aligns the accounting for share-based payment awards issued to employees and non-employees. Changes to the accounting for non-employee awards include: (1) equity-classified share-based payment awards issued to non-employees will now be measured on the grant date, instead of the previous requirement to re-measure the awards through the performance completion date; (2) for performance conditions, compensation cost associated with the award will be recognized when achievement of the performance condition is probable, rather than upon achievement of the performance condition; and (3) the current requirement to reassess the classification (equity or liability) for nonemployee awards upon vesting will be eliminated, except for awards in the form of convertible instruments. The guidance should be applied to all new awards granted after the date of adoption. In addition, the modified retrospective approach should be used on all liability-classified awards that have not been settled and equity-classified awards for which a measurement date has not been established by the adoption date by re-measurement at fair value as of the adoption date with a cumulative effect adjustment to opening retained earnings in the fiscal year of adoption. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted ASU 2018-07 as of January 1, 2019 and there was no material impact to the Condensed Consolidated Financial Statements. Recent Accounting Standards Updates ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”). In June 2016, the FASB issued ASU 2016-13 which requires entities to estimate loss of financial assets measured at amortized cost, including trade receivables, debt securities and loans, using an expected credit loss model. The expected credit loss differs from the previous incurred losses model primarily in that the loss recognition threshold of “probable” has been eliminated and that expected loss should consider reasonable and supportable forecasts in addition to the previously considered past events and current conditions. Additionally, the guidance requires additional disclosures related to the further disaggregation of information related to the credit quality of financial assets by year of the asset’s origination for as many as five years. Entities must apply the standard provision as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the potential impact of adopting ASU 2016-13 on its Consolidated Financial Statements. ASU 2018-13 - Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). In August 2018, the FASB issued ASU 2018-13, which eliminates, adds, and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. ASU 2018-13 is effective for all entities for fiscal years beginning after December 15, 2019, and interim periods therein, but entities are permitted to early adopt either the entire standard or only the provisions that eliminate or modify the requirements. The Company is currently evaluating the potential impact of adopting ASU 2018-13 on its Consolidated Financial Statements. |
Nature of Business, Interim F_3
Nature of Business, Interim Financial Data and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Assets Held-for-sale | The major categories of these assets held for sale are as follows (dollars in thousands): June 30, 2019 December 31, 2018 WABC Sale Meruelo Sale DC Land Total DC Land Property and equipment, net $ 7,054 $ 516 $ 80,000 $ 87,570 $ 80,000 Broadcast licenses 5,738 29,205 — 34,943 — Other intangibles, net 374 566 — 940 — $ 13,166 $ 30,287 $ 80,000 $ 123,453 $ 80,000 |
Condensed Cash Flow Statement | The following summarizes supplemental cash flow information to be read in conjunction with the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 (Successor Company) and Periods from January 1, 2018 through June 3, 2018 (Predecessor Company), and June 4, 2018 through June 30, 2018 (Successor Company): Successor Company Predecessor Company Six Months Ended June 30, Period from June 4, 2018 through June 30, Period from January 1, 2018 through June 3, 2019 2018 2018 Supplemental disclosures of cash flow information: Interest paid $ 41,978 $ 5,878 $ — Income taxes paid 14,134 2,847 1,992 Supplemental disclosures of non-cash flow information: Trade revenue $ 23,980 $ 3,297 $ 18,973 Trade expense 22,008 3,246 17,964 Transfer of deposit from escrow - WKQX acquisition — 4,750 — Supplemental disclosures of non-cash reorganization items impact on changes in assets and liabilities: Accounts receivable $ — $ — $ (11 ) Prepaid expenses and other current assets — — 21,077 Property and equipment — — (121,732 ) Other intangible assets, goodwill and other assets — — 283,217 Accounts payable, accrued expenses and other liabilities — — (36,415 ) Cancellation of 7.75% Senior Notes — — (610,000 ) Cancellation of Predecessor Company Term Loan — — (1,684,407 ) Issuance of Successor Company Term Loan — — 1,300,000 Cancellation of Predecessor Company stockholders' equity — — 649,620 Issuance of Successor Company stockholders' equity — — (325,000 ) Reconciliation of cash and cash equivalents and restricted cash to the Condensed Consolidated Balance Sheet: Cash and cash equivalents $ 20,500 $ 37,444 $ 50,046 Restricted cash 2,466 29,226 38,305 Total cash and cash equivalents and restricted cash $ 22,966 $ 66,670 $ 88,351 |
Reorganization Items, Net (Tabl
Reorganization Items, Net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Reorganizations [Abstract] | |
Reconciliation of Reorganization Value | Reorganization items incurred as a result of the Chapter 11 Cases were presented separately in the Predecessor Company's Condensed Consolidated Statement of Operations prior to the Company's emergence from Chapter 11. For the Predecessor Company periods presented herein, Reorganization items were as follows (in thousands): Predecessor Company Period from April 1, 2018 through June 3, 2018 Period from January 1, 2018 through June 3, 2018 Gain on settlement of Liabilities Subject to Compromise (a) $ 726,831 $ 726,831 Fresh start adjustments (b) (179,291 ) (179,291 ) Professional fees (c) (29,560 ) (54,386 ) Non-cash claims adjustments (d) (15,364 ) (15,364 ) Rejected executory contracts (e) (2,936 ) (5,976 ) Other (f) (3,312 ) (5,613 ) Reorganization Items, net $ 496,368 $ 466,201 (a) Liabilities Subject to Compromise have been, or will be settled in accordance with the Plan. (b) Revaluation of certain assets and liabilities upon the adoption of fresh start accounting. (c) Legal, financial advisory and other professional costs directly associated with the reorganization process. (d) The carrying value of certain claims were adjusted to the estimated value of the claim that were allowed by the Bankruptcy Court. (e) Non-cash expenses to record estimated allowed claim amounts related to rejected executory contracts. (f) Federal Communications Commission filing and United States Trustee fees directly associated with the reorganization process and the write-off of Predecessor director and officer insurance policies. |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Asset Acquisition [Abstract] | |
Schedule Of Asset Acquisition | The table below summarizes the preliminary purchase price allocation for the Entercom Swap (dollars in thousands): Assets Acquired Broadcast licenses $ 22,963 Property and equipment, net 1,700 Total assets acquired $ 24,663 Assets Disposed Broadcast licenses $ (23,565 ) Property and equipment, net (703 ) Other intangibles (395 ) Total assets disposed $ (24,663 ) |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents revenues disaggregated by revenue source (dollars in thousands): Successor Company Predecessor Company Three Months Ended June 30, 2019 Period from June 4, 2018 through June 30, 2018 Period from April 1, 2018 through June 3, 2018 Cumulus Radio Station Group Advertising revenues (broadcast, digital, non-traditional revenue (“NTR”) and trade) $ 192,163 $ 67,958 $ 134,477 Non-advertising revenues (tower rental and other) 999 399 616 Total Cumulus Radio Station Group revenue $ 193,162 $ 68,357 $ 135,093 Westwood One Advertising revenues (broadcast, digital and trade) $ 82,667 $ 24,986 $ 52,684 Non-advertising revenues (license fees and other) 3,097 1,370 2,240 Total Westwood One revenue $ 85,764 $ 26,356 $ 54,924 Other (1) $ 747 $ 291 $ 228 Total Revenue $ 279,673 $ 95,004 $ 190,245 Successor Company Predecessor Company Six Months Ended June 30, 2019 Period from June 4, 2018 through June 30, 2018 Period from January 1, 2018 through June 3, 2018 Cumulus Radio Station Group Advertising revenues (broadcast, digital, non-traditional revenue (“NTR”) and trade) $ 357,859 $ 67,958 $ 301,804 Non-advertising revenues (tower rental and other) 1,844 399 1,513 Total Cumulus Radio Station Group revenue $ 359,703 $ 68,357 $ 303,317 Westwood One Advertising revenues (broadcast, digital and trade) $ 178,975 $ 24,986 $ 143,215 Non-advertising revenues (license fees and other) 7,148 1,370 6,500 Total Westwood One revenue $ 186,123 $ 26,356 $ 149,715 Other (1) $ 1,343 $ 291 $ 892 Total Revenue $ 547,169 $ 95,004 $ 453,924 (1) Other is comprised of revenue from certain digital commerce and broadcast software sales and services. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | The following table presents the Company's intangible assets as of June 30, 2019 and December 31, 2018 (dollars in thousands): Intangible Assets: Indefinite-Lived Definite-Lived Total Balance as of December 31, 2018 $ 956,836 $ 172,351 $ 1,129,187 Assets held for sale (See Note 1) (35,423 ) (460 ) (35,883 ) Dispositions (78,582 ) (835 ) (79,417 ) Acquisitions (See Note 3) 26,129 162 26,291 Amortization — (14,783 ) (14,783 ) Other (a) — (1,934 ) (1,934 ) Balance as of June 30, 2019 $ 868,960 $ 154,501 $ 1,023,461 (a) Reclassification of leasehold intangibles to right of use assets related to the adoption of ASC 842 |
Schedule of Finite-Lived Intangible Assets | The following table presents the Company's intangible assets as of June 30, 2019 and December 31, 2018 (dollars in thousands): Intangible Assets: Indefinite-Lived Definite-Lived Total Balance as of December 31, 2018 $ 956,836 $ 172,351 $ 1,129,187 Assets held for sale (See Note 1) (35,423 ) (460 ) (35,883 ) Dispositions (78,582 ) (835 ) (79,417 ) Acquisitions (See Note 3) 26,129 162 26,291 Amortization — (14,783 ) (14,783 ) Other (a) — (1,934 ) (1,934 ) Balance as of June 30, 2019 $ 868,960 $ 154,501 $ 1,023,461 (a) Reclassification of leasehold intangibles to right of use assets related to the adoption of ASC 842 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Components of Long-term Debt | The Company’s long-term debt consisted of the following as of June 30, 2019 and December 31, 2018 (dollars in thousands): June 30, 2019 December 31, 2018 Term Loan $ 590,738 $ 1,230,299 Plus: current portion of Term Loan 13,000 13,000 Total Term Loan 603,738 1,243,299 6.75% Senior Notes 500,000 — Less: unamortized debt issuance costs (7,332 ) — Total 6.75% Senior Notes 492,668 — Long-term debt, net $ 1,096,406 $ 1,243,299 |
Debt Instrument Redemption | The Issuer may redeem some or all of the 6.75% Senior Notes at any time, or from time to time, on or after July 1, 2022, at the following prices: Year Price 2022 103.7500 % 2023 101.6875 % 2024 and thereafter 100.0000 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Gross Amounts and Fair Value | The following table shows the gross amount and fair value of the Term Loan and 6.75% Senior Notes (dollars in thousands): June 30, 2019 December 31, 2018 Term Loan: Gross value $ 603,738 $ 1,243,299 Fair value - Level 2 603,134 1,182,688 6.75% Senior Notes: Gross value $ 500,000 $ — Fair value - Level 2 498,125 — |
Stock-Based Compensation Expe_2
Stock-Based Compensation Expense (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Grants Awarded | The following table discloses the total grants awarded for the Successor Company and Predecessor Company periods presented below: Successor Company Predecessor Company Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Period from June 4, 2018 through June 30, 2018 Period from January 1, 2018 through June 3, 2018 Stock option grants — — 581,124 — Restricted stock unit grants 37,555 181,555 600,031 — Total grants 37,555 181,555 1,181,155 — |
Schedule Share-Based Compensation Expense | The following tables disclose total share-based compensation expense included in “Corporate expenses” in the accompanying Condensed Consolidated Statements of Operations for the Successor Company and Predecessor Company periods presented below (in thousands): Successor Company Predecessor Company Three Months Ended June 30, 2019 Period from June 4, 2018 through June 30, 2018 Period from April 1, 2018 through June 3, 2018 Stock option grants $ 846 $ 315 $ 65 Restricted stock unit grants 260 337 — Total expense $ 1,106 $ 652 $ 65 Successor Company Predecessor Company Six Months Ended June 30, 2019 Period from June 4, 2018 through June 30, 2018 Period from January 1, 2018 through June 3, 2018 Stock option grants $ 1,699 $ 315 $ 231 Restricted stock unit grants 615 337 — Total expense $ 2,314 $ 652 $ 231 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings per Common Share | The following table presents the basic and diluted earnings per share, and the reconciliation of basic to diluted weighted average common shares (in thousands, except per share amounts): Successor Company Predecessor Company Three Months Ended June 30, 2019 Period from June 4, 2018 through June 30, 2018 Period from April 1, 2018 through June 3, 2018 Basic Earnings Per Share Numerator: Undistributed net income from operations $ 42,861 $ 4,980 $ 701,157 Basic net income attributable to common shares $ 42,861 $ 4,980 $ 701,157 Denominator: Basic weighted average shares outstanding 20,125 20,005 29,338 Basic undistributed net income per share attributable to common shares $ 2.13 $ 0.25 $ 23.90 Diluted Earnings Per Share Numerator: Undistributed net income from operations $ 42,861 $ 4,980 $ 701,157 Diluted net income attributable to common shares $ 42,861 $ 4,980 $ 701,157 Denominator: Basic weighted average shares outstanding 20,125 20,005 29,338 Effect of dilutive options and restricted share units 192 295 — Diluted weighted average shares outstanding 20,317 20,300 29,338 Diluted undistributed net income per share attributable to common shares $ 2.11 $ 0.25 $ 23.90 Successor Company Predecessor Company Six Months Ended June 30, 2019 Period from June 4, 2018 through June 30, 2018 Period from January 1, 2018 through June 3, 2018 Basic Earnings Per Share Numerator: Undistributed net income from operations $ 43,312 $ 4,980 $ 696,156 Basic net income attributable to common shares $ 43,312 $ 4,980 $ 696,156 Denominator: Basic weighted average shares outstanding 20,092 20,005 29,338 Basic undistributed net income per share attributable to common shares $ 2.16 $ 0.25 $ 23.73 Diluted Earnings Per Share Numerator: Undistributed net income from operations $ 43,312 $ 4,980 $ 696,156 Diluted net income attributable to common shares $ 43,312 $ 4,980 $ 696,156 Denominator: Basic weighted average shares outstanding 20,092 20,005 29,338 Effect of dilutive options and restricted share units 177 295 — Diluted weighted average shares outstanding 20,269 20,300 29,338 Diluted undistributed net income per share attributable to common shares $ 2.14 $ 0.25 $ 23.73 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | The following table presents the Company's total right-of-use assets and lease liabilities as of June 30, 2019 (dollars in thousands): Balance Sheet Location June 30, 2019 Right-of-Use Assets Operating Operating lease right-of-use assets $ 148,493 Finance, net of accumulated amortization of $211 Other assets 527 Total Assets $ 149,020 Liabilities Current Operating Current portion of operating lease liabilities $ 34,172 Finance Accounts payable and accrued liabilities 446 Noncurrent Operating Operating lease liabilities 115,183 Finance Other liabilities 81 Total Liabilities $ 149,882 June 30, 2019 Weighted Average Remaining Lease Term (in years) Operating leases 7.80 Finance leases 2.09 Weighted Average Discount Rate Operating leases 7.5 % Finance leases 7.5 % |
Lease Cost | Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 5,298 $ 10,501 Operating cash flows from finance leases 11 24 Financing cash flows from finance leases 108 223 Financing cash flows from failed sale leaseback 298 596 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 8,023 $ 15,223 June 30, 2019 Weighted Average Remaining Lease Term (in years) Operating leases 7.80 Finance leases 2.09 Weighted Average Discount Rate Operating leases 7.5 % Finance leases 7.5 % The following table presents the total lease cost for three and six months ended June 30, 2019 (dollars in thousands): Statement of Operations Location Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating Lease Cost Selling, general and administrative expenses; Corporate expenses $ 10,786 $ 19,796 Finance Lease Cost Amortization of right-of-use assets Depreciation and amortization 108 223 Interest on lease liabilities Interest expense 11 24 Total Lease Cost $ 10,905 $ 20,043 |
Operating Lease Maturity | by year of lease liabilities as of June 30, 2019 were as follows (dollars in thousands): Operating Leases Finance Leases Total 2019 (a) $ 17,074 $ 205 $ 17,279 2020 32,054 217 32,271 2021 25,738 103 25,841 2022 23,231 37 23,268 2023 21,406 6 21,412 Thereafter 82,560 — 82,560 Total lease payments $ 202,063 $ 568 $ 202,631 Less: interest 52,708 41 52,749 Present value of lease liabilities $ 149,355 $ 527 $ 149,882 As of December 31, 2018, future minimum lease payments, as defined under the previous lease accounting guidance of ASC Topic 840, under non-cancelable operating leases for the following five fiscal years and thereafter were as follows: Year Ending December 31: Future Minimum Rent Under Operating Leases Future Minimum Sublease Income Future Minimum Commitments Under Failed Sale Leaseback Agreement Net Commitments 2019 $ 34,356 $ (1,719 ) $ 1,193 $ 33,830 2020 29,242 (1,719 ) 1,557 29,080 2021 22,717 1,603 24,320 2022 19,885 1,650 21,535 2023 16,280 1,701 17,981 Thereafter 45,959 2,052 48,011 $ 168,439 $ (3,438 ) $ 9,756 $ 174,757 Future minimum payments related to the Company's failed sale-leaseback as of June 30, 2019 were as follows (dollars in thousands): Total 2019 (a) $ 597 2020 1,557 2021 1,603 2022 1,650 2023 1,701 Thereafter 2,051 Total lease payments $ 9,159 (a) Excludes the six months ended June 30, 2019. |
Finance Leases Maturity | by year of lease liabilities as of June 30, 2019 were as follows (dollars in thousands): Operating Leases Finance Leases Total 2019 (a) $ 17,074 $ 205 $ 17,279 2020 32,054 217 32,271 2021 25,738 103 25,841 2022 23,231 37 23,268 2023 21,406 6 21,412 Thereafter 82,560 — 82,560 Total lease payments $ 202,063 $ 568 $ 202,631 Less: interest 52,708 41 52,749 Present value of lease liabilities $ 149,355 $ 527 $ 149,882 As of December 31, 2018, future minimum lease payments, as defined under the previous lease accounting guidance of ASC Topic 840, under non-cancelable operating leases for the following five fiscal years and thereafter were as follows: Year Ending December 31: Future Minimum Rent Under Operating Leases Future Minimum Sublease Income Future Minimum Commitments Under Failed Sale Leaseback Agreement Net Commitments 2019 $ 34,356 $ (1,719 ) $ 1,193 $ 33,830 2020 29,242 (1,719 ) 1,557 29,080 2021 22,717 1,603 24,320 2022 19,885 1,650 21,535 2023 16,280 1,701 17,981 Thereafter 45,959 2,052 48,011 $ 168,439 $ (3,438 ) $ 9,756 $ 174,757 Future minimum payments related to the Company's failed sale-leaseback as of June 30, 2019 were as follows (dollars in thousands): Total 2019 (a) $ 597 2020 1,557 2021 1,603 2022 1,650 2023 1,701 Thereafter 2,051 Total lease payments $ 9,159 (a) Excludes the six months ended June 30, 2019. |
Sale Leaseback Maturity | by year of lease liabilities as of June 30, 2019 were as follows (dollars in thousands): Operating Leases Finance Leases Total 2019 (a) $ 17,074 $ 205 $ 17,279 2020 32,054 217 32,271 2021 25,738 103 25,841 2022 23,231 37 23,268 2023 21,406 6 21,412 Thereafter 82,560 — 82,560 Total lease payments $ 202,063 $ 568 $ 202,631 Less: interest 52,708 41 52,749 Present value of lease liabilities $ 149,355 $ 527 $ 149,882 As of December 31, 2018, future minimum lease payments, as defined under the previous lease accounting guidance of ASC Topic 840, under non-cancelable operating leases for the following five fiscal years and thereafter were as follows: Year Ending December 31: Future Minimum Rent Under Operating Leases Future Minimum Sublease Income Future Minimum Commitments Under Failed Sale Leaseback Agreement Net Commitments 2019 $ 34,356 $ (1,719 ) $ 1,193 $ 33,830 2020 29,242 (1,719 ) 1,557 29,080 2021 22,717 1,603 24,320 2022 19,885 1,650 21,535 2023 16,280 1,701 17,981 Thereafter 45,959 2,052 48,011 $ 168,439 $ (3,438 ) $ 9,756 $ 174,757 Future minimum payments related to the Company's failed sale-leaseback as of June 30, 2019 were as follows (dollars in thousands): Total 2019 (a) $ 597 2020 1,557 2021 1,603 2022 1,650 2023 1,701 Thereafter 2,051 Total lease payments $ 9,159 (a) Excludes the six months ended June 30, 2019. |
Lease Receivable, Maturity | Operating Leases 2019 (a) $ 1,532 2020 3,259 2021 2,603 2022 2,296 2023 1,770 Thereafter 2,893 Total lease receivables $ 14,353 (a) Excludes the six months ended June 30, 2019. |
Future Minimum Lease Payments under Non-Cancelable Operating Leases | As of December 31, 2018, future minimum lease payments, as defined under the previous lease accounting guidance of ASC Topic 840, under non-cancelable operating leases for the following five fiscal years and thereafter were as follows: Year Ending December 31: Future Minimum Rent Under Operating Leases Future Minimum Sublease Income Future Minimum Commitments Under Failed Sale Leaseback Agreement Net Commitments 2019 $ 34,356 $ (1,719 ) $ 1,193 $ 33,830 2020 29,242 (1,719 ) 1,557 29,080 2021 22,717 1,603 24,320 2022 19,885 1,650 21,535 2023 16,280 1,701 17,981 Thereafter 45,959 2,052 48,011 $ 168,439 $ (3,438 ) $ 9,756 $ 174,757 |
Segment Data (Tables)
Segment Data (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The Company’s financial data by segment is presented in the tables below (in thousands): Three Months Ended June 30, 2019 (Successor Company) Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 193,162 $ 85,764 $ 747 $ 279,673 Period from June 4, 2018 through June 30, 2018 Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 68,357 $ 26,356 $ 291 $ 95,004 Period from April 1, 2018 through June 3, 2018 (Predecessor Company) Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 135,093 $ 54,924 $ 228 $ 190,245 Six Months Ended June 30, 2019 (Successor Company) Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 359,703 $ 186,123 $ 1,343 $ 547,169 Period from June 4, 2018 through June 30, 2018 Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 68,357 $ 26,356 $ 291 $ 95,004 Period from January 1, 2018 through June 3, 2018 (Predecessor Company) Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 303,317 $ 149,715 $ 892 $ 453,924 Successor Company Predecessor Company Three Months Ended June 30, Period from June 4, 2018 through June 30, Period from April 1, 2018 through June 3, 2019 2018 2018 Adjusted EBITDA by segment Cumulus Radio Station Group $ 52,222 $ 20,860 $ 39,824 Westwood One 17,866 7,690 6,554 Segment Adjusted EBITDA 70,088 28,550 46,378 Adjustments to reconcile to GAAP measure Corporate and other expense (8,269 ) (2,435 ) (6,137 ) Income tax (expense) benefit (17,026 ) (2,606 ) 176,741 Non-operating expense, including net interest expense (21,217 ) (6,152 ) (387 ) Local marketing agreement fees (438 ) (358 ) (702 ) Depreciation and amortization (13,545 ) (4,379 ) (10,065 ) Stock-based compensation expense (1,106 ) (652 ) (65 ) Gain (loss) on sale or disposal of assets or stations 47,750 — (147 ) Reorganization items, net — — 496,368 Restructuring costs (13,024 ) (6,941 ) (734 ) Franchise and state taxes (352 ) (47 ) (93 ) Consolidated GAAP net income $ 42,861 $ 4,980 $ 701,157 Successor Company Predecessor Company Six Months Ended June 30, Period from June 4, 2018 through June 30, Period from January 1, 2018 through June 3, 2019 2018 2018 Adjusted EBITDA by segment Cumulus Radio Station Group $ 86,613 $ 20,860 $ 76,009 Westwood One 33,816 7,690 19,210 Segment Adjusted EBITDA 120,429 28,550 95,219 Adjustments to reconcile to GAAP measure Corporate and other expense (16,806 ) (2,435 ) (14,707 ) Income tax (expense) benefit (16,841 ) (2,606 ) 176,859 Non-operating expense, including net interest expense (43,397 ) (6,152 ) (483 ) Local marketing agreement fees (1,481 ) (358 ) (1,809 ) Depreciation and amortization (28,135 ) (4,379 ) (22,046 ) Stock-based compensation expense (2,314 ) (652 ) (231 ) Gain (loss) on sale or disposal of assets or stations 47,724 — (158 ) Reorganization items, net — — 466,201 Gain on early extinguishment of debt 381 — — Restructuring costs (15,801 ) (6,941 ) (2,455 ) Franchise and state taxes (447 ) (47 ) (234 ) Consolidated GAAP net income $ 43,312 $ 4,980 $ 696,156 |
(Revision of Previously Issued
(Revision of Previously Issued Financial Statements) (Details) $ in Millions | 2 Months Ended |
Jun. 03, 2018USD ($) | |
Predecessor Company | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Prior period reclassification adjustment | $ 4.2 |
Nature of Business, Interim F_4
Nature of Business, Interim Financial Data and Basis of Presentation (Schedule of Assets Held for Sale) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | $ 123,453 | |
WABC Sale | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 13,166 | |
Meruelo Sale | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 30,287 | |
DC Land | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 80,000 | $ 80,000 |
Property and equipment, net | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 87,570 | |
Property and equipment, net | WABC Sale | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 7,054 | |
Property and equipment, net | Meruelo Sale | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 516 | |
Property and equipment, net | DC Land | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 80,000 | 80,000 |
Broadcast licenses | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 34,943 | |
Broadcast licenses | WABC Sale | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 5,738 | |
Broadcast licenses | Meruelo Sale | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 29,205 | |
Broadcast licenses | DC Land | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 0 | 0 |
Other intangible assets | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 940 | |
Other intangible assets | WABC Sale | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 374 | |
Other intangible assets | Meruelo Sale | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 566 | |
Other intangible assets | DC Land | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | $ 0 | $ 0 |
Nature of Business, Interim F_5
Nature of Business, Interim Financial Data and Basis of Presentation (Condensed Supplemental Cash Flow) (Details) - USD ($) $ in Thousands | Jun. 04, 2018 | Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2019 | Jun. 03, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Supplemental disclosures of non-cash flow information: | |||||||||
Trade revenue | $ 3,300 | $ 7,700 | $ 10,700 | $ 19,000 | $ 24,000 | ||||
Reconciliation of cash and cash equivalents and restricted cash to the Condensed Consolidated Balance Sheet: | |||||||||
Restricted cash | 2,500 | 2,500 | $ 2,500 | ||||||
Successor Company | |||||||||
Supplemental disclosures of cash flow information: | |||||||||
Interest paid | 5,878 | 41,978 | |||||||
Income taxes paid | 2,847 | 14,134 | |||||||
Supplemental disclosures of non-cash flow information: | |||||||||
Trade revenue | 3,297 | 23,980 | |||||||
Trade expense | 3,246 | 22,008 | |||||||
Transfer of deposit from escrow - WKQX acquisition | 4,750 | 0 | |||||||
Accounts receivable | 0 | 0 | |||||||
Prepaid expenses and other current assets | 0 | 0 | |||||||
Property and equipment | 0 | 0 | |||||||
Other intangible assets, goodwill and other assets | 0 | 0 | |||||||
Accounts payable, accrued expenses and other liabilities | 0 | 0 | |||||||
Reconciliation of cash and cash equivalents and restricted cash to the Condensed Consolidated Balance Sheet: | |||||||||
Cash and cash equivalents | 37,444 | 20,500 | 20,500 | $ 37,444 | 27,584 | ||||
Restricted cash | 29,226 | 2,466 | 2,466 | 29,226 | 2,454 | ||||
Total cash and cash equivalents and restricted cash | $ 88,351 | $ 66,670 | $ 22,966 | $ 22,966 | 66,670 | $ 30,038 | |||
Predecessor Company | |||||||||
Supplemental disclosures of cash flow information: | |||||||||
Interest paid | 0 | ||||||||
Income taxes paid | 1,992 | ||||||||
Supplemental disclosures of non-cash flow information: | |||||||||
Trade revenue | 18,973 | ||||||||
Trade expense | 17,964 | ||||||||
Transfer of deposit from escrow - WKQX acquisition | 0 | ||||||||
Accounts receivable | (11) | ||||||||
Prepaid expenses and other current assets | 21,077 | ||||||||
Property and equipment | (121,732) | ||||||||
Other intangible assets, goodwill and other assets | 283,217 | ||||||||
Accounts payable, accrued expenses and other liabilities | (36,415) | ||||||||
Issuance of Successor Company Term Loan | 1,300,000 | ||||||||
Cancellation of Predecessor Company stockholders' equity | $ (1,397,917) | 649,620 | |||||||
Issuance of Successor Company stockholders' equity | (325,000) | ||||||||
Reconciliation of cash and cash equivalents and restricted cash to the Condensed Consolidated Balance Sheet: | |||||||||
Cash and cash equivalents | 50,046 | 50,046 | |||||||
Restricted cash | 38,305 | 38,305 | |||||||
Total cash and cash equivalents and restricted cash | $ 88,351 | $ 88,351 | $ 111,890 | ||||||
Senior Notes at 7.75% | Predecessor Company | |||||||||
Supplemental disclosures of non-cash flow information: | |||||||||
Noncash cancellation of debt | (610,000) | ||||||||
Term Loan | Predecessor Company | |||||||||
Supplemental disclosures of non-cash flow information: | |||||||||
Noncash cancellation of debt | $ (1,684,407) |
Nature of Business, Interim F_6
Nature of Business, Interim Financial Data and Basis of Presentation (Adoption) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Operating lease right-of-use assets | $ 156,100 | |
Operating lease liability | $ 149,355 | $ 154,500 |
Reorganization Items, Net (Sche
Reorganization Items, Net (Schedule of Reorganization Items Incurred) (Details) - Predecessor Company - USD ($) $ in Thousands | 2 Months Ended | 5 Months Ended |
Jun. 03, 2018 | Jun. 03, 2018 | |
Fresh-Start Adjustment [Line Items] | ||
Gain on settlement of Liabilities subject to compromise (a) | $ 726,831 | $ 726,831 |
Fresh start adjustments (b) | (179,291) | (179,291) |
Professional fees (c) | (29,560) | (54,386) |
Non-cash claims adjustments (d) | (15,364) | (15,364) |
Rejected executory contracts (e) | (2,936) | (5,976) |
Other (f) | (3,312) | (5,613) |
Reorganization items, net | $ 496,368 | $ 466,201 |
Reorganization Items, Net (Narr
Reorganization Items, Net (Narrative) (Details) $ in Millions | 5 Months Ended |
Jun. 03, 2018USD ($) | |
Reorganizations [Abstract] | |
Payments for reorganizational cost | $ 58.4 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions (Details) - Entercom Swap $ in Thousands | May 09, 2019USD ($) |
Asset Acquisition [Line Items] | |
Broadcast licenses | $ 22,963 |
Property and equipment, net | 1,700 |
Total assets acquired | 24,663 |
Broadcast licenses | (23,565) |
Property and equipment, net | (703) |
Other intangibles | (395) |
Total assets disposed | $ (24,663) |
Acquisitions and Dispositions_3
Acquisitions and Dispositions (Narrative) (Details) - USD ($) $ in Millions | Jun. 26, 2019 | Jun. 30, 2019 |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||
Asset Acquisition [Line Items] | ||
Proceeds from sale of assets | $ 103.5 | |
Gain on sale of property, plant, equipment | $ 47.6 | |
Connoisseur Swap | ||
Asset Acquisition [Line Items] | ||
Total assets acquired | $ 3.7 |
Revenues (Details)
Revenues (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2019 | Jun. 03, 2018 | Jun. 30, 2019 | |
Successor Company | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenue | $ 95,004 | $ 279,673 | $ 547,169 | ||
Successor Company | Radio Station Group | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenue | 68,357 | 193,162 | 359,703 | ||
Successor Company | Radio Station Group | Advertising revenues (broadcast, digital, non-traditional revenue (NTR) and trade) | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenue | 67,958 | 192,163 | 357,859 | ||
Successor Company | Radio Station Group | Non-advertising revenues (tower rental and other) | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenue | 399 | 999 | 1,844 | ||
Successor Company | Westwood One | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenue | 26,356 | 85,764 | 186,123 | ||
Successor Company | Westwood One | Advertising revenues (broadcast, digital, non-traditional revenue (NTR) and trade) | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenue | 24,986 | 82,667 | 178,975 | ||
Successor Company | Westwood One | Non-advertising revenues (tower rental and other) | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenue | 1,370 | 3,097 | 7,148 | ||
Successor Company | Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenue | $ 291 | $ 747 | $ 1,343 | ||
Predecessor Company | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenue | $ 190,245 | $ 453,924 | |||
Predecessor Company | Radio Station Group | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenue | 135,093 | 303,317 | |||
Predecessor Company | Radio Station Group | Advertising revenues (broadcast, digital, non-traditional revenue (NTR) and trade) | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenue | 134,477 | 301,804 | |||
Predecessor Company | Radio Station Group | Non-advertising revenues (tower rental and other) | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenue | 616 | 1,513 | |||
Predecessor Company | Westwood One | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenue | 54,924 | 149,715 | |||
Predecessor Company | Westwood One | Advertising revenues (broadcast, digital, non-traditional revenue (NTR) and trade) | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenue | 52,684 | 143,215 | |||
Predecessor Company | Westwood One | Non-advertising revenues (tower rental and other) | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenue | 2,240 | 6,500 | |||
Predecessor Company | Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenue | $ 228 | $ 892 |
Revenues (Narrative) (Details)
Revenues (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2019 | Jun. 03, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||||||
Trade revenue | $ 3.3 | $ 7.7 | $ 10.7 | $ 19 | $ 24 | |
Contract with customer asset | $ 7.2 | $ 7.2 | $ 6.5 | |||
Remaining Performance Obligations: 2019-07-01 | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||||
Expected timing of satisfaction | 1 year | 1 year | ||||
Remaining performance obligation | $ 14.4 | $ 14.4 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents [Abstract] | ||
Restricted cash | $ 2.5 | $ 2.5 |
Intangible Assets (Changes in I
Intangible Assets (Changes in Intangible Assets Other Than Goodwill) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Intangible Assets And Goodwill [Line Items] | |
Beginning balance, Indefinite | $ 956,836 |
Beginning balance, Definite | 172,351 |
Beginning balance, total | 1,129,187 |
Assets held for sale (See Note 1) | (35,883) |
Dispositions | (79,417) |
Acquisitions (See Note 3) | 26,291 |
Amortization | (14,783) |
Other | (1,934) |
Ending balance, Indefinite | 868,960 |
Ending balance, Definite | 154,501 |
Ending balance, total | 1,023,461 |
Definite-Lived | |
Intangible Assets And Goodwill [Line Items] | |
Assets held for sale (See Note 1) | (460) |
Dispositions | (835) |
Acquisitions (See Note 3) | 162 |
Amortization | (14,783) |
Indefinite-Lived | |
Intangible Assets And Goodwill [Line Items] | |
Assets held for sale (See Note 1) | (35,423) |
Dispositions | (78,582) |
Acquisitions (See Note 3) | $ 26,129 |
Long-Term Debt (Schedule of Deb
Long-Term Debt (Schedule of Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Long-term debt, net | $ 1,096,406 | $ 1,243,299 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Term loan | 590,738 | 1,230,299 |
Plus: current portion of Term Loan | 13,000 | 13,000 |
Term Loan | 603,738 | $ 1,243,299 |
6.75% Senior Notes | ||
Debt Instrument [Line Items] | ||
Term Loan | 500,000 | |
Less: unamortized debt issuance costs | (7,332) | |
6.75% Senior Notes | $ 492,668 |
Long-Term Debt (Credit Agreemen
Long-Term Debt (Credit Agreement) (Details) - USD ($) | Jul. 22, 2019 | Jun. 26, 2019 | Jun. 05, 2019 | Jun. 04, 2018 | Jun. 30, 2019 | Oct. 11, 2018 |
Term loan | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of outstanding loan principal amount, quarterly installment | 0.25% | |||||
Credit Agreement | Term loan | ||||||
Debt Instrument [Line Items] | ||||||
Long-term line of credit | $ 1,300,000,000 | |||||
Basis spread on variable rate | 1.00% | |||||
Interest rate | 6.91% | |||||
Maximum borrowing capacity | $ 50,000,000 | |||||
Repurchased face amount | $ 50,200,000 | |||||
Repurchase amount | $ 50,000,000 | |||||
Par value discount rate | 0.40% | |||||
Repayments of debt | $ 492,700,000 | $ 115,000,000 | ||||
London Interbank Offered Rate | Credit Agreement | Term loan | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 4.50% | |||||
Alternative Base Rate | Credit Agreement | Term loan | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.50% | |||||
Federal Funds Rate | Credit Agreement | Term loan | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.50% | |||||
Minimum | London Interbank Offered Rate | Credit Agreement | Term loan | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 1.00% | |||||
Minimum | Alternative Base Rate | Credit Agreement | Term loan | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.00% | |||||
Senior Notes | 6.75% Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 6.75% | |||||
Subsequent Event | Credit Agreement | Term loan | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of debt | $ 50,000,000 |
Long-Term Debt (Revolving Credi
Long-Term Debt (Revolving Credit Agreement) (Details) - USD ($) | Aug. 17, 2018 | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Letters of credit outstanding | $ 4,100,000 | $ 2,800,000 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 50,000,000 | ||
Debt covenant, total commitments | 1250.00% | ||
Debt covenant, commitment | $ 5,000,000 | ||
Fixed charge coverage ratio | 1 | ||
Revolving Credit Facility | Minimum | |||
Debt Instrument [Line Items] | |||
Unused capacity, commitment fee rate | 25.00% | ||
Revolving Credit Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Unused capacity, commitment fee rate | 37.50% | ||
Revolving Credit Facility | London Interbank Offered Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 125.00% | ||
Revolving Credit Facility | London Interbank Offered Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 175.00% | ||
Revolving Credit Facility | Alternative Base Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 25.00% | ||
Revolving Credit Facility | Alternative Base Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 75.00% | ||
Revolving Credit Facility | Prime Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 100.00% | ||
Letter of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 10,000,000 |
Long-Term Debt (6.75% Senior No
Long-Term Debt (6.75% Senior Notes) (Details) - 6.75% Senior Notes - Senior Notes | Jun. 26, 2019USD ($) |
Debt Instrument [Line Items] | |
Interest rate | 6.75% |
Debt instrument, face amount | $ 500,000,000 |
Long-Term Debt (Redemption) (De
Long-Term Debt (Redemption) (Details) | 6 Months Ended |
Jun. 30, 2019 | |
2022 | |
Debt Instrument, Redemption [Line Items] | |
Redemption price | 103.75% |
2023 | |
Debt Instrument, Redemption [Line Items] | |
Redemption price | 101.6875% |
2024 and thereafter | |
Debt Instrument, Redemption [Line Items] | |
Redemption price | 100.00% |
Fair Value Measurements (Gross
Fair Value Measurements (Gross Amounts and Fair Value of Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Gross value | $ 1,096,406 | $ 1,243,299 |
Term loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Gross value | 603,738 | 1,243,299 |
6.75% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Gross value | 500,000 | |
Fair value - Level 2 | Term loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | 603,134 | $ 1,182,688 |
Fair value - Level 2 | 6.75% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt securities | $ 498,125 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) | Jun. 30, 2019 | Jun. 26, 2019 | Dec. 31, 2018 |
Term loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Trading prices rate to calculate the fair value | 99.90% | 95.13% | |
6.75% Senior Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Trading prices rate to calculate the fair value | 99.63% | ||
Senior Notes | 6.75% Senior Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate | 6.75% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2019 | Jun. 03, 2018 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense (benefit) | $ 2.6 | $ (176.7) | $ (17) | $ (176.9) | $ 16.8 |
Income (loss) before income taxes | $ 7.6 | $ 524.4 | $ 519.3 | ||
Effective tax rate | 34.40% | (33.70%) | 28.30% | (34.10%) | 27.90% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Jun. 04, 2018 | Jun. 30, 2019 | Dec. 31, 2018 |
Class A common stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |
Common stock, shares issued (in shares) | 14,363,242 | 12,995,080 | |
Common stock, shares outstanding (in shares) | 14,328,538 | 12,995,080 | |
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |
Common stock, shares issued (in shares) | 2,696,853 | 3,560,604 | |
Common stock, shares outstanding (in shares) | 2,696,853 | 3,560,604 | |
Successor Company | |||
Class of Stock [Line Items] | |||
Stock shares authorized (in shares) | 300,000,000 | ||
Preferred stock, shares authorized (in shares) | 100,000,000 | ||
Common stock, shares issued (in shares) | 17,060,095 | ||
Common stock, shares outstanding (in shares) | 17,025,391 | ||
Successor Company | Class A common stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 100,000,000 | ||
Common stock, shares issued (in shares) | 14,363,242 | ||
Common stock, shares outstanding (in shares) | 14,328,538 | ||
Successor Company | Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 100,000,000 | ||
Common stock, shares issued (in shares) | 2,696,853 | ||
Common stock, shares outstanding (in shares) | 2,696,853 | ||
Successor Company | Series I Warrants | |||
Class of Stock [Line Items] | |||
Number of warrants issued (shares) | 3,016,853 | ||
Warrants exercise price (usd per share) | $ 0.00 | ||
Successor Company | Series 2 warrants | |||
Class of Stock [Line Items] | |||
Number of warrants issued (shares) | 712,736 | ||
Warrants exercise price (usd per share) | $ 0.00 |
Stock-Based Compensation Expe_3
Stock-Based Compensation Expense (Narrative) (Details) - shares | Apr. 30, 2019 | Feb. 01, 2019 | Jun. 04, 2018 |
Class A common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate number of shares granted (shares) | 1,124,434 | ||
Restricted stock unit grants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-option equity grants (shares) | 37,555 | 144,000 | 562,217 |
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option grants (shares) | 562,217 | ||
Non-employee director Options | Class A common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option grants (shares) | 56,721 |
Stock-Based Compensation Expe_4
Stock-Based Compensation Expense (Schedule of Grants Awarded) (Details) - USD ($) $ in Thousands | Apr. 30, 2019 | Feb. 01, 2019 | Jun. 04, 2018 | Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2019 | Jun. 03, 2018 | Jun. 30, 2019 |
Restricted stock unit grants | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Grants (shares) | 37,555 | 144,000 | 562,217 | |||||
Successor Company | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Grants (shares) | 1,181,155,000 | 37,555,000 | 181,555,000 | |||||
Total expense | $ 652 | $ 1,106 | ||||||
Successor Company | Stock option grants | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Grants (shares) | 581,124,000 | 0 | 0 | |||||
Successor Company | Restricted stock unit grants | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Grants (shares) | 600,031,000 | 37,555,000 | 181,555,000 | |||||
Predecessor Company | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Grants (shares) | 0 | |||||||
Total expense | $ 65 | $ 231 | $ 2,314 | |||||
Predecessor Company | Stock option grants | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Grants (shares) | 0 | |||||||
Predecessor Company | Restricted stock unit grants | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Grants (shares) | 0 | |||||||
Corporate Expenses | Successor Company | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total expense | $ 652 | $ 1,106 | 2,314 | |||||
Corporate Expenses | Successor Company | Stock option grants | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total expense | 315 | 846 | 1,699 | |||||
Corporate Expenses | Successor Company | Restricted stock unit grants | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total expense | $ 337 | $ 260 | $ 615 | |||||
Corporate Expenses | Predecessor Company | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total expense | 65 | $ 231 | ||||||
Corporate Expenses | Predecessor Company | Stock option grants | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total expense | 65 | 231 | ||||||
Corporate Expenses | Predecessor Company | Restricted stock unit grants | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total expense | $ 0 | $ 0 |
Earnings Per Share (Computation
Earnings Per Share (Computation of Basic and Diluted Earnings per Common Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2019 | Jun. 03, 2018 | Jun. 30, 2019 | |
Successor Company | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Undistributed net income from operations | $ 4,980 | $ 42,861 | $ 43,312 | ||
Basic weighted average shares outstanding (in shares) | 20,004,736 | 20,125,419 | |||
Diluted weighted average shares outstanding (in shares) | 20,300,025 | 20,268,393 | |||
Predecessor Company | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Undistributed net income from operations | $ 701,157 | $ 696,156 | |||
Basic weighted average shares outstanding (in shares) | 29,338,329 | 29,338,329 | |||
Diluted weighted average shares outstanding (in shares) | 29,338,329 | 29,338,329 | |||
Basic Share | Successor Company | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Undistributed net income from operations | $ 4,980 | $ 43,312 | |||
Basic net income attributable to common shares | $ 4,980 | $ 42,861 | $ 43,312 | ||
Basic weighted average shares outstanding (in shares) | 20,005,000 | 20,091,568 | |||
Basic undistributed net income (loss) per share attributable to common shares (usd per share) | $ 0.25 | $ 2.13 | $ 2.16 | ||
Basic Share | Predecessor Company | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Undistributed net income from operations | $ 701,157 | $ 696,156 | |||
Basic net income attributable to common shares | $ 701,157 | $ 696,156 | |||
Basic weighted average shares outstanding (in shares) | 29,338,000 | 29,338,000 | |||
Basic undistributed net income (loss) per share attributable to common shares (usd per share) | $ 23.90 | $ 23.73 | |||
Diluted Share | Successor Company | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Undistributed net income from operations | $ 4,980 | $ 42,861 | $ 43,312 | ||
Basic weighted average shares outstanding (in shares) | 20,005,000 | 20,125,000 | 20,092,000 | ||
Basic undistributed net income (loss) per share attributable to common shares (usd per share) | $ 250 | $ 2.11 | $ 2.14 | ||
Diluted net income (loss) attributable to common shares | $ 4,980 | $ 42,861 | $ 43,312 | ||
Effect of dilutive options and restricted share units (in shares) | 295,000 | 192,000 | 177,000 | ||
Diluted weighted average shares outstanding (in shares) | 20,300,000 | 20,317,000 | 20,269,000 | ||
Diluted Share | Predecessor Company | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Undistributed net income from operations | $ 701,157 | $ 696,156 | |||
Basic weighted average shares outstanding (in shares) | 29,338,000 | 29,338,000 | |||
Basic undistributed net income (loss) per share attributable to common shares (usd per share) | $ 23.90 | $ 23.73 | |||
Diluted net income (loss) attributable to common shares | $ 701,157 | $ 696,156 | |||
Effect of dilutive options and restricted share units (in shares) | 0 | 0 | |||
Diluted weighted average shares outstanding (in shares) | 29,338,000 | 29,338,000 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Lease income, lessor arrangements | $ 0.8 | $ 1.5 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 5 years | |
Renewal term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 10 years | |
Renewal term | 10 years |
Leases (Assets and Liabilities)
Leases (Assets and Liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating | $ 156,100 | |
Finance, net of accumulated amortization of $211 | $ 527 | |
Total Assets | 149,020 | |
Liabilities | ||
Finance, current | 446 | |
Finance lease, noncurrent | 81 | |
Total Liabilities | $ 149,882 |
Leases (Lease Cost) (Details)
Leases (Lease Cost) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Operating Lease Cost | $ 10,786 | $ 19,796 |
Finance Lease Cost | ||
Amortization of right-of-use assets | 108 | 223 |
Interest on lease liabilities | 11 | 24 |
Total Lease Cost | $ 10,905 | $ 20,043 |
Leases (Other Supplementary Dat
Leases (Other Supplementary Data) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 5,298 | $ 10,501 |
Operating cash flows from finance leases | 11 | 24 |
Financing cash flows from finance leases | 108 | 223 |
Financing cash flows from failed sale leaseback | 298 | 596 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | $ 8,023 | $ 15,223 |
Weighted Average Remaining Lease Term (in years) | ||
Operating leases | 7 years 9 months 18 days | 7 years 9 months 18 days |
Finance leases | 2 years 1 month 2 days | 2 years 1 month 2 days |
Weighted Average Discount Rate | ||
Operating leases | 7.50% | 7.50% |
Finance leases | 7.50% | 7.50% |
Leases (Maturities) (Details)
Leases (Maturities) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 |
Operating Leases, After Adoption of 842: | ||
2019 | $ 17,074 | |
2020 | 32,054 | |
2021 | 25,738 | |
2022 | 23,231 | |
2023 | 21,406 | |
Thereafter | 82,560 | |
Total lease payments | 202,063 | |
Less: interest | 52,708 | |
Present value of lease liabilities | 149,355 | $ 154,500 |
Finance Leases, After Adoption of 842: | ||
2019 | 205 | |
2020 | 217 | |
2021 | 103 | |
2022 | 37 | |
2023 | 6 | |
Thereafter | 0 | |
Total lease payments | 568 | |
Less: interest | 41 | |
Present value of lease liabilities | 527 | |
Leases, After Adoption of 842 | ||
2019 | 17,279 | |
2020 | 32,271 | |
2021 | 25,841 | |
2022 | 23,268 | |
2023 | 21,412 | |
Thereafter | 82,560 | |
Total lease payments | 202,631 | |
Less: interest | 52,749 | |
Present value of lease liabilities | $ 149,882 |
Leases (Future Minimum Payments
Leases (Future Minimum Payments - Sale-Leasebacks (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Lessee, Lease, Description [Line Items] | |
2019 | $ 205 |
2020 | 217 |
2021 | 103 |
2022 | 37 |
2023 | 6 |
Thereafter | 0 |
Total lease payments | 568 |
Failed Sale Leaseback | |
Lessee, Lease, Description [Line Items] | |
2019 | 597 |
2020 | 1,557 |
2021 | 1,603 |
2022 | 1,650 |
2023 | 1,701 |
Thereafter | 2,051 |
Total lease payments | $ 9,159 |
Leases (Lease Receivable) (Deta
Leases (Lease Receivable) (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 1,532 |
2020 | 3,259 |
2021 | 2,603 |
2022 | 2,296 |
2023 | 1,770 |
Thereafter | 2,893 |
Total lease receivables | $ 14,353 |
Leases (Future Minimum Lease Pa
Leases (Future Minimum Lease Payments under Non-Cancelable Operating Leases) (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
Future Minimum Rent, 2019 | $ 34,356 |
Future Minimum Rent, 2020 | 29,242 |
Future Minimum Rent, 2021 | 22,717 |
Future Minimum Rent, 2022 | 19,885 |
Future Minimum Rent, 2023 | 16,280 |
Future Minimum Rent, Thereafter | 45,959 |
Future Minimum Rent Under Operating Leases | 168,439 |
Future Minimum Sublease Income, 2019 | (1,719) |
Future Minimum Sublease Income, 2020 | (1,719) |
Future Minimum Sublease Income | (3,438) |
Future Commitments Under Failed Sales Leaseback Agreement, 2019 | 1,193 |
Future Commitments Under Failed Sales Leaseback Agreement, 2020 | 1,557 |
Future Commitments Under Failed Sales Leaseback Agreement, 2021 | 1,603 |
Future Commitments Under Failed Sales Leaseback Agreement, 2022 | 1,650 |
Future Commitments Under Failed Sales Leaseback Agreement, 2023 | 1,701 |
Future Commitments Under Failed Sales Leaseback Agreement, thereafter | 2,052 |
Future Minimum Commitments Under Failed Sale Leaseback Agreement | 9,756 |
Net Commitment, 2019 | 33,830 |
Net Commitment, 2020 | 29,080 |
Net Commitment, 2021 | 24,320 |
Net Commitment, 2022 | 21,535 |
Net Commitment, 2023 | 17,981 |
Net Commitment, Thereafter | 48,011 |
Net Commitments | $ 174,757 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Nielson Audio | |
Supply Commitment [Line Items] | |
Remaining aggregate obligation under the agreements with Nielsen Audio | $ 126.4 |
Segment Data (Details)
Segment Data (Details) affiliate in Thousands, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2018USD ($) | Jun. 03, 2018USD ($) | Jun. 30, 2019USD ($)affiliate | Jun. 03, 2018USD ($) | Jun. 30, 2019USD ($)segmentaffiliate | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | segment | 2 | ||||
Affiliate stations | affiliate | 8 | 8 | |||
Income tax expense (benefit) | $ (2,600) | $ 176,700 | $ 17,000 | $ 176,900 | $ (16,800) |
Successor Company | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 95,004 | 279,673 | 547,169 | ||
Segment adjusted EBITDA | 28,550 | 70,088 | 120,429 | ||
Income tax expense (benefit) | (2,606) | (17,026) | (16,841) | ||
Non-operating (income) expense, including net interest expense | (6,152) | (21,217) | (43,016) | ||
Depreciation and amortization | 4,379 | 13,545 | 28,135 | ||
Stock-based compensation expense | 652 | 1,106 | |||
(Loss) gain on sale or disposal of assets or stations | 0 | 47,750 | 47,724 | ||
Gain on early extinguishment of debt | 0 | 381 | |||
Net income | 4,980 | 42,861 | 43,312 | ||
Successor Company | Radio Station Group | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 68,357 | 193,162 | 359,703 | ||
Successor Company | Westwood One | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 26,356 | 85,764 | 186,123 | ||
Successor Company | Operating Segments | Radio Station Group | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 68,357 | 193,162 | 359,703 | ||
Segment adjusted EBITDA | 20,860 | 52,222 | 86,613 | ||
Successor Company | Operating Segments | Westwood One | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 26,356 | 85,764 | 186,123 | ||
Segment adjusted EBITDA | 7,690 | 17,866 | 33,816 | ||
Successor Company | Corporate and Other | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 291 | 747 | 1,343 | ||
Successor Company | Adjustments to reconcile to GAAP measure | |||||
Segment Reporting Information [Line Items] | |||||
Corporate and other expense | (2,435) | (8,269) | (16,806) | ||
Non-operating (income) expense, including net interest expense | (6,152) | (21,217) | (43,397) | ||
Depreciation and amortization | (4,379) | (13,545) | (28,135) | ||
Stock-based compensation expense | (652) | (1,106) | (2,314) | ||
(Loss) gain on sale or disposal of assets or stations | 0 | 47,750 | 47,724 | ||
Reorganization items, net | 0 | 0 | 0 | ||
Gain on early extinguishment of debt | 0 | 381 | |||
Acquisition-related and restructuring costs | (6,941) | (13,024) | (15,801) | ||
Franchise and state taxes | (47) | (352) | (447) | ||
Predecessor Company | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 190,245 | 453,924 | |||
Segment adjusted EBITDA | 46,378 | 95,219 | |||
Income tax expense (benefit) | 176,741 | 176,859 | |||
Non-operating (income) expense, including net interest expense | 495,981 | 465,718 | |||
Depreciation and amortization | 10,065 | 22,046 | |||
Stock-based compensation expense | 65 | 231 | 2,314 | ||
(Loss) gain on sale or disposal of assets or stations | (147) | (158) | |||
Gain on early extinguishment of debt | 0 | ||||
Net income | 701,157 | 696,156 | |||
Predecessor Company | Radio Station Group | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 135,093 | 303,317 | |||
Predecessor Company | Westwood One | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 54,924 | 149,715 | |||
Predecessor Company | Operating Segments | Radio Station Group | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 135,093 | 303,317 | |||
Segment adjusted EBITDA | 39,824 | 76,009 | |||
Predecessor Company | Operating Segments | Westwood One | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 54,924 | 149,715 | |||
Segment adjusted EBITDA | 6,554 | 19,210 | |||
Predecessor Company | Corporate and Other | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 228 | 892 | |||
Predecessor Company | Adjustments to reconcile to GAAP measure | |||||
Segment Reporting Information [Line Items] | |||||
Corporate and other expense | (6,137) | (14,707) | |||
Income tax expense (benefit) | 176,741 | 176,859 | |||
Non-operating (income) expense, including net interest expense | (387) | (483) | |||
Depreciation and amortization | (10,065) | (22,046) | |||
Stock-based compensation expense | (65) | (231) | |||
(Loss) gain on sale or disposal of assets or stations | (147) | (158) | |||
Reorganization items, net | (496,368) | (466,201) | |||
Gain on early extinguishment of debt | 0 | ||||
Acquisition-related and restructuring costs | (734) | (2,455) | |||
Franchise and state taxes | (93) | (234) | |||
Local marketing agreement fees | Successor Company | |||||
Segment Reporting Information [Line Items] | |||||
Local marketing agreement fees | 358 | 438 | 1,481 | ||
Local marketing agreement fees | Successor Company | Adjustments to reconcile to GAAP measure | |||||
Segment Reporting Information [Line Items] | |||||
Local marketing agreement fees | $ (358) | $ (438) | $ (1,481) | ||
Local marketing agreement fees | Predecessor Company | |||||
Segment Reporting Information [Line Items] | |||||
Local marketing agreement fees | 702 | 1,809 | |||
Local marketing agreement fees | Predecessor Company | Adjustments to reconcile to GAAP measure | |||||
Segment Reporting Information [Line Items] | |||||
Local marketing agreement fees | $ (702) | $ (1,809) |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ in Millions | Jul. 22, 2019 | Jul. 17, 2019 | Jun. 26, 2019 | Jun. 05, 2019 |
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Proceeds from sale of assets | $ 43 | |||
Credit Agreement | Term Loan | ||||
Subsequent Event [Line Items] | ||||
Repayments of debt | $ 492.7 | $ 115 | ||
Credit Agreement | Term Loan | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Repayments of debt | $ 50 |