Cumulus Media Inc. (NASDAQ: CMLS) (the “Company,” “we,” “us,” or
“our”) today announced operating results for the three and six
months ended June 30, 2018. As described in more detail below,
results for the 2018 periods reflect the combined results of the
Successor and Predecessor Companies in connection with the
Company's emergence from Chapter 11. For the three months ended
June 30, 2018, the Company reported net revenue of $285.2
million, down 1.8% from the three months ended June 30, 2017,
net income of $706.1 million and Adjusted EBITDA of $66.4 million,
which was down 1.5% from the three months ended June 30, 2017.
For the six months ended June 30, 2018, the Company reported
net revenue of $548.9 million, down 1.0% from the six months ended
June 30, 2017, net income of $701.1 million and Adjusted
EBITDA of $106.6 million, which was up 0.5% from the six months
ended June 30, 2017. Net income for the three and six months
ended June 30, 2018 included after-tax gains associated with the
Company's emergence from Chapter 11 of $671.0 million and $641.0
million, respectively.
As previously disclosed, on November 29, 2017, the Company and
certain of its subsidiaries filed voluntary petitions for relief
under Chapter 11 of Title 11 of the United States Code (“Chapter
11”) in the United States Bankruptcy Court for the Southern
District of New York (the “Court”). On May 10, 2018, the Court
entered an order confirming the Company’s Plan of Reorganization
(the “Plan”). On June 4, 2018, the Plan became effective in
accordance with its terms and the Company emerged from Chapter
11.
The Company's operating results and key operating performance
measures on a consolidated basis, as well as within the Cumulus
Radio Station Group and Westwood One, were not materially impacted
by the reorganization. For the purposes of the analysis of the
results presented herein, the Company is presenting the combined
results of operations for (1) the period June 4, 2018 to June 30,
2018 of the Successor Company with the period April 1, 2018 to June
3, 2018 of the Predecessor Company, and (2) the period June 4, 2018
to June 30, 2018 of the Successor Company with the period January
1, 2018 to June 3, 2018 of the Predecessor Company. Although, this
presentation is not in accordance with accounting principles
generally accepted in the United States, the Company believes
presenting and analyzing the combined results allows for a more
meaningful comparison of results for the three and six month
periods ended June 30, 2018 to the three and six months ended
June 30, 2017. For more information regarding the Predecessor
and Successor Company results, please see the Company’s Form 10-Q
for the quarter ended June 30, 2018 to be filed with the
Securities and Exchange Commission (the “SEC”) on August 20,
2018.
Mary Berner, President and Chief Executive Officer of CUMULUS
MEDIA said, “In the second quarter, we emerged from Chapter 11 with
new and supportive ownership, a billion dollars less debt and
results that demonstrate our operational and financial momentum,
despite industry challenges and the distractions posed by our
Chapter 11 proceedings. Normalizing those results for $4.8
million of write-offs related to United States Traffic Network’s
well-publicized financial problems, our Adjusted EBITDA grew in the
quarter by 5.5%.”
Berner continued, “Looking forward, we are excited about the
potential of our digital products, improved pricing and inventory
management across the entire platform and our young but
fast-growing podcasting business to supplement the performance of
our core business. These growth drivers, combined with our
continued focus on operating fundamentals, our reduced debt load,
our ability to generate significant free cash flow and our renewed
focus on optimization of our portfolio of assets, position us well
to build substantial shareholder value in the quarters and years to
come.”
Operating Summary (in thousands, except percentages and
per share data):
| |
|
|
|
|
|
|
|
| |
Successor Company |
|
|
Predecessor Company |
Combined Predecessor and
Successor |
Predecessor Company |
|
| |
Period from June 4, 2018 through June 30,
2018 |
|
|
Period from April 1, 2018 through June 3,
2018 |
Three Months Ended June 30, 2018 |
Three Months Ended June 30, 2017 |
% Change |
| Net revenue |
$ |
95,004 |
|
|
|
$ |
190,245 |
|
$ |
285,249 |
|
$ |
290,531 |
|
(1.8 |
)% |
| Net income |
$ |
4,980 |
|
|
|
$ |
701,157 |
|
$ |
706,137 |
|
$ |
5,672 |
|
** |
| Adjusted EBITDA
(1) |
$ |
26,115 |
|
|
|
$ |
40,241 |
|
$ |
66,356 |
|
$ |
67,400 |
|
(1.5 |
)% |
| Basic income per
share |
$ |
0.25 |
|
|
|
$ |
23.90 |
|
** |
$ |
0.19 |
|
** |
| Diluted income per
share |
$ |
0.25 |
|
|
|
$ |
23.90 |
|
** |
$ |
0.19 |
|
** |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
Successor Company |
|
|
Predecessor Company |
Combined Predecessor and
Successor |
Predecessor Company |
|
| |
Period from June 4, 2018 through June 30,
2018 |
|
|
Period from January 1, 2018 through June 3,
2018 |
Six Months Ended June 30, 2018 |
Six Months Ended June 30, 2017 |
% Change |
| Net revenue |
$ |
95,004 |
|
|
|
$ |
453,924 |
|
$ |
548,928 |
|
$ |
554,561 |
|
(1.0 |
)% |
| Net income (loss) |
$ |
4,980 |
|
|
|
$ |
696,156 |
|
$ |
701,136 |
|
$ |
(1,723 |
) |
** |
| Adjusted EBITDA
(1) |
$ |
26,115 |
|
|
|
$ |
80,512 |
|
$ |
106,627 |
|
$ |
106,133 |
|
0.5 |
% |
| Basic income (loss) per
share |
$ |
0.25 |
|
|
|
$ |
23.73 |
|
** |
$ |
(0.06 |
) |
** |
| Diluted income (loss)
per share |
$ |
0.25 |
|
|
|
$ |
23.73 |
|
** |
$ |
(0.06 |
) |
** |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Adjusted EBITDA is not a financial measure calculated
or presented in accordance with accounting principles generally
accepted in the United States of America (“GAAP”). For additional
information, see “Non-GAAP Financial Measure”.
| |
|
|
|
|
|
|
| |
|
Successor |
|
Predecessor |
|
|
| |
|
June 30, 2018 |
|
December 31, 2017 |
|
% Change |
| Cash and cash
equivalents |
|
$ |
37,444 |
|
|
$ |
102,891 |
|
|
(63.6 |
)% |
| |
|
|
|
|
|
|
| Term loan |
|
$ |
1,300,000 |
|
|
$ |
— |
|
|
** |
| Predecessor term
loan |
|
$ |
— |
|
|
$ |
1,722,209 |
|
|
(100.0 |
)% |
| 7.75% senior notes |
|
$ |
— |
|
|
610,000 |
|
|
(100.0 |
)% |
| Total debt |
|
$ |
1,300,000 |
|
|
$ |
2,332,209 |
|
|
(44.3 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
**
Calculation not meaningful
| |
|
|
|
|
|
|
|
|
| |
Successor Company |
|
|
Predecessor Company |
Combined Predecessor and
Successor |
Predecessor Company |
|
|
| |
Period from June 4, 2018 through June 30,
2018 |
|
|
Period from April 1, 2018 through June 3,
2018 |
Three Months Ended June 30, 2018 |
Three Months Ended June 30, 2017 |
|
% Change |
| Capital
expenditures |
$ |
1,969 |
|
|
|
$ |
5,014 |
|
$ |
6,983 |
|
$ |
7,467 |
|
|
(6.5 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
Successor Company |
|
|
Predecessor Company |
Combined Predecessor and
Successor |
Predecessor Company |
|
|
| |
Period from June 4, 2018 through June 30,
2018 |
|
|
Period from January 1, 2018 through June 3,
2018 |
Six Months Ended June 30, 2018 |
Six Months Ended June 30, 2017 |
|
% Change |
| Capital
expenditures |
$ |
1,969 |
|
|
|
$ |
14,019 |
|
$ |
15,988 |
|
$ |
13,203 |
|
|
21.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2018
Net Revenue
The Company operates in two reportable segments, the Cumulus
Radio Station Group and Westwood One. Cumulus Radio Station Group
revenue is derived primarily from the sale of broadcasting time to
local, regional and national advertisers. Westwood One revenue is
generated primarily through network advertising.
Corporate and Other includes overall executive, administrative
and support functions for both of the Company’s reportable
segments, including accounting, finance, legal, human resources,
information technology functions and programming.
The following tables present our net revenue by segment (dollars
in thousands).
| |
|
|
| |
|
Period from June 4, 2018 through June 30, 2018
(Successor Company) |
| |
|
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 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Three Months Ended June 30, 2018 (Combined
Predecessor and Successor) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| Net revenue |
|
$ |
203,450 |
|
|
$ |
81,280 |
|
|
$ |
519 |
|
|
$ |
285,249 |
|
| % of total revenue |
|
71.3 |
% |
|
28.5 |
% |
|
0.2 |
% |
|
100.0 |
% |
| $ change from three
months ended June 30, 2017 |
|
$ |
(5,146 |
) |
|
$ |
46 |
|
|
$ |
(182 |
) |
|
$ |
(5,282 |
) |
| % change from three
months ended June 30, 2017 |
|
(2.5 |
)% |
|
0.1 |
% |
|
(26.0 |
)% |
|
(1.8 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Three Months Ended June 30, 2017 (Predecessor
Company) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| Net revenue |
|
$ |
208,596 |
|
|
$ |
81,234 |
|
|
$ |
701 |
|
|
$ |
290,531 |
|
| % of total revenue |
|
71.8 |
% |
|
28.0 |
% |
|
0.2 |
% |
|
100.0 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss)
The following tables present our net income (loss) by segment
(dollars in thousands).
| |
|
|
| |
|
Period from June 4, 2018 through June 30, 2018
(Successor Company) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| Net income (loss) |
|
$ |
18,327 |
|
|
$ |
5,796 |
|
|
$ |
(19,143 |
) |
|
$ |
4,980 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Period from April 1, 2018 through June 3, 2018
(Predecessor Company) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| Net (loss) income |
|
$ |
(506,774 |
) |
|
$ |
253,619 |
|
|
$ |
954,312 |
|
|
$ |
701,157 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Three Months Ended June 30, 2018 (Combined
Predecessor and Successor) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| Net (loss) income |
|
$ |
(488,447 |
) |
|
$ |
259,415 |
|
|
$ |
935,169 |
|
|
$ |
706,137 |
|
| $ change from three
months ended June 30, 2017 |
|
$ |
(535,250 |
) |
|
$ |
248,439 |
|
|
$ |
987,276 |
|
|
$ |
700,465 |
|
| % change from three
months ended June 30, 2017 |
|
** |
|
** |
|
** |
|
** |
| |
|
|
|
|
|
|
|
|
**
Calculation not meaningful
| |
|
|
| |
|
Three Months Ended June 30, 2017 (Predecessor
Company) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| Net income (loss) |
|
$ |
46,803 |
|
|
$ |
10,976 |
|
|
$ |
(52,107 |
) |
|
$ |
5,672 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
The following tables present our Adjusted EBITDA by segment
(dollars in thousands).
| |
|
|
| |
|
Period from June 4, 2018 through June 30, 2018
(Successor Company) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| Adjusted EBITDA |
|
$ |
20,860 |
|
|
$ |
7,690 |
|
|
$ |
(2,435 |
) |
|
$ |
26,115 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Period from April 1, 2018 through June 3, 2018
(Predecessor Company) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| Adjusted EBITDA |
|
$ |
39,824 |
|
|
$ |
6,554 |
|
|
$ |
(6,137 |
) |
|
$ |
40,241 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Three Months Ended June 30, 2018 (Combined
Predecessor and Successor) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| Adjusted EBITDA |
|
$ |
60,684 |
|
|
$ |
14,244 |
|
|
$ |
(8,572 |
) |
|
$ |
66,356 |
|
| $ change from three
months ended June 30, 2017 |
|
$ |
814 |
|
|
$ |
(2,698 |
) |
|
$ |
840 |
|
|
$ |
(1,044 |
) |
| % change from three
months ended June 30, 2017 |
|
1.4 |
% |
|
(15.9 |
)% |
|
(8.9 |
)% |
|
(1.5 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Three Months Ended June 30, 2017 (Predecessor
Company) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| Adjusted EBITDA |
|
$ |
59,870 |
|
|
$ |
16,942 |
|
|
$ |
(9,412 |
) |
|
$ |
67,400 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2018
Net Revenue
The following tables present our net revenue by segment (dollars
in thousands).
| |
|
|
| |
|
Period from June 4, 2018 through June 30, 2018
(Successor Company) |
| |
|
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 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Six Months Ended June 30, 2018 (Combined
Predecessor and Successor) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| Net revenue |
|
$ |
371,673 |
|
|
$ |
176,071 |
|
|
$ |
1,184 |
|
|
$ |
548,928 |
|
| % of total revenue |
|
67.7 |
% |
|
32.1 |
% |
|
0.2 |
% |
|
100.0 |
% |
| $ change from six
months ended June 30, 2017 |
|
$ |
(10,524 |
) |
|
$ |
4,981 |
|
|
$ |
(90 |
) |
|
$ |
(5,633 |
) |
| % change from six
months ended June 30, 2017 |
|
(2.8 |
)% |
|
2.9 |
% |
|
(7.1 |
)% |
|
(1.0 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Six Months Ended June 30, 2017 (Predecessor
Company) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| Net revenue |
|
$ |
382,197 |
|
|
$ |
171,090 |
|
|
$ |
1,274 |
|
|
$ |
554,561 |
|
| % of total revenue |
|
68.9 |
% |
|
30.9 |
% |
|
0.2 |
% |
|
100.0 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net (Loss) IncomeThe following tables present
our net (loss) income by segment (dollars in thousands).
| |
|
|
| |
|
Period from June 4, 2018 through June 30, 2018
(Successor Company) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| Net income (loss) |
|
$ |
18,327 |
|
|
$ |
5,796 |
|
|
$ |
(19,143 |
) |
|
$ |
4,980 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Period from January 1, 2018 through June 3,
2018 (Predecessor Company) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| Net (loss) income |
|
$ |
(477,966 |
) |
|
$ |
259,441 |
|
|
$ |
914,681 |
|
|
$ |
696,156 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Six Months Ended June 30, 2018 (Combined
Predecessor and Successor) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| Net (loss) income |
|
$ |
(459,639 |
) |
|
$ |
265,237 |
|
|
$ |
895,538 |
|
|
$ |
701,136 |
|
| $ change from three
months ended June 30, 2017 |
|
$ |
(534,980 |
) |
|
$ |
251,996 |
|
|
$ |
985,843 |
|
|
$ |
702,859 |
|
| % change from three
months ended June 30, 2017 |
|
** |
|
** |
|
** |
|
** |
| |
|
|
|
|
|
|
|
|
**
Calculation not meaningful
| |
|
|
| |
|
Six Months Ended June 30, 2017 (Predecessor
Company) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| Net income (loss) |
|
$ |
75,341 |
|
|
$ |
13,241 |
|
|
$ |
(90,305 |
) |
|
$ |
(1,723 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
The following tables present our Adjusted EBITDA by segment
(dollars in thousands).
| |
|
|
| |
|
Period from June 4, 2018 through June 30, 2018
(Successor Company) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| Adjusted EBITDA |
|
$ |
20,860 |
|
|
$ |
7,690 |
|
|
$ |
(2,435 |
) |
|
$ |
26,115 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Period from January 1, 2018 through June 3,
2018 (Predecessor Company) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| Adjusted EBITDA |
|
$ |
76,009 |
|
|
$ |
19,210 |
|
|
$ |
(14,707 |
) |
|
$ |
80,512 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Six Months Ended June 30, 2018 (Combined
Predecessor and Successor) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| Adjusted EBITDA |
|
$ |
96,869 |
|
|
$ |
26,900 |
|
|
$ |
(17,142 |
) |
|
$ |
106,627 |
|
| $ change from six
months June 30, 2017 |
|
$ |
(2,042 |
) |
|
$ |
989 |
|
|
$ |
1,547 |
|
|
$ |
494 |
|
| % change from six
months ended June 30, 2017 |
|
(2.1 |
)% |
|
3.8 |
% |
|
(8.3 |
)% |
|
0.5 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Six Months Ended June 30, 2017 (Predecessor
Company) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| Adjusted EBITDA |
|
$ |
98,911 |
|
|
$ |
25,911 |
|
|
$ |
(18,689 |
) |
|
$ |
106,133 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Call InformationThe Company will host
a conference call today at 4:30 PM EDT to discuss its second
quarter 2018 operating results.
A link to the webcast of the conference call will be available
on the investor section of the Company’s website
(www.cumulusmedia.com/investors/). The conference call dial-in
number for domestic callers is 877-830-7699, and international
callers should dial 248-847-2515 for call access. If prompted, the
conference ID number is 9993757. Please call five to ten minutes in
advance to ensure that you are connected prior to the call.
Following completion, a telephonic replay can be accessed until
11:59 PM EDT on September 20, 2018, by dialing 855-859-2056 or
404-537-3406 and using the replay code 9993757. An archive of the
webcast will be available beginning 24 hours after the call for a
period of 30 days and can be accessed via the same link on our
website by using the password “cumulusmedia”.
Forward-Looking StatementsCertain statements in
this press release may constitute “forward-looking” statements
within the meaning of the Private Securities Litigation Reform Act
of 1995 and other federal securities laws. Such statements are
statements other than historical fact and relate to our intent,
belief or current expectations, primarily with respect to our
future operating, financial and strategic performance. Any such
forward-looking statements are not guarantees of future performance
and involve risks and uncertainties. Actual results may differ from
those contained in or implied by the forward-looking statements as
a result of various factors including, but not limited to, risks
and uncertainties related to our recently completed financial
restructuring and other risk factors described from time to time in
our filings with the Securities and Exchange Commission. Many of
these risks and uncertainties are beyond our control, and the
unexpected occurrence or failure to occur of any such events or
matters could significantly alter the actual results of our
operations or financial condition. CUMULUS MEDIA assumes no
responsibility to update any forward-looking statement as a result
of new information, future events or otherwise.
About CUMULUS MEDIAA leader in the radio
broadcasting industry, CUMULUS MEDIA (NASDAQ: CMLS) combines
high-quality local programming with iconic, nationally syndicated
media, sports and entertainment brands to deliver premium content
choices to the 245 million people reached each week through
its 441 owned-and-operated stations broadcasting in 90 U.S. media
markets (including eight of the top 10), approximately 8,000
broadcast radio stations affiliated with its Westwood One network
and numerous digital channels. Together, the Cumulus Radio Station
Group and Westwood One platforms make CUMULUS MEDIA one of the few
media companies that can provide advertisers with national reach
and local impact. The Cumulus Radio Station Group and Westwood One
are the exclusive radio broadcast partners to some of the largest
brands in sports, entertainment, news, and talk, including the NFL,
the NCAA, the Masters, the Olympics, the GRAMMYs, the Academy of
Country Music Awards, the American Music Awards, the Billboard
Music Awards, and more. Additionally, the Company is the nation's
leading provider of country music and lifestyle content through its
NASH brand, which serves country fans nationwide through radio
programming, exclusive digital content, and live events. For
more information, visit www.cumulusmedia.com.
For further information, please
contact:Cumulus Media Inc.Collin
JonesInvestor Relationscollin@cumulus.com404-260-6600
CUMULUS MEDIA
INC.Unaudited Condensed Consolidated Statements of
Operations(Dollars in thousands)
| |
|
|
|
|
|
|
Successor Company |
|
|
Predecessor Company |
|
|
Period from June 4, 2018 through June
30, |
|
|
Period from April 1, 2018 through June
3, |
| |
2018 |
|
|
2018 |
| Net revenue |
$ |
95,004 |
|
|
|
$ |
190,245 |
|
| Operating
expenses: |
|
|
|
|
| Content
costs |
27,685 |
|
|
|
59,117 |
|
| Selling,
general and administrative expenses |
38,719 |
|
|
|
85,097 |
|
|
Depreciation and amortization |
4,379 |
|
|
|
10,065 |
|
| Local
marketing agreement fees |
358 |
|
|
|
702 |
|
| Corporate
expenses |
2,532 |
|
|
|
5,883 |
|
|
Stock-based compensation expense |
652 |
|
|
|
65 |
|
|
Acquisition-related restructuring costs |
6,941 |
|
|
|
734 |
|
| Loss on
sale or disposal of assets or stations |
— |
|
|
|
147 |
|
| Total
operating expenses |
81,266 |
|
|
|
161,810 |
|
| Operating
income |
13,738 |
|
|
|
28,435 |
|
| Non-operating (expense)
income: |
|
|
|
|
|
Reorganization items, net |
— |
|
|
|
496,368 |
|
| Interest
expense |
(6,176 |
) |
|
|
(132 |
) |
| Interest
income |
4 |
|
|
|
21 |
|
| Other
income (expense), net |
20 |
|
|
|
(276 |
) |
| Total
non-operating (expense) income, net |
(6,152 |
) |
|
|
495,981 |
|
| Income
before income tax (expense) benefit |
7,586 |
|
|
|
524,416 |
|
| Income tax (expense)
benefit |
(2,606 |
) |
|
|
176,741 |
|
| Net
income |
$ |
4,980 |
|
|
|
$ |
701,157 |
|
| |
|
|
|
|
|
|
|
|
CUMULUS MEDIA
INC.Unaudited Condensed Consolidated Statements of
Operations(Dollars in thousands)
| |
|
|
|
|
|
|
Successor Company |
|
|
Predecessor Company |
|
|
Period from June 4, 2018 through June
30, |
|
|
Period from January 1, 2018 through June
3, |
| |
2018 |
|
|
2018 |
| Net revenue |
$ |
95,004 |
|
|
|
$ |
453,924 |
|
| Operating
expenses: |
|
|
|
|
| Content
costs |
27,685 |
|
|
|
159,681 |
|
| Selling,
general and administrative expenses |
38,719 |
|
|
|
199,482 |
|
|
Depreciation and amortization |
4,379 |
|
|
|
22,046 |
|
| Local
marketing agreement fees |
358 |
|
|
|
1,809 |
|
| Corporate
expenses |
2,532 |
|
|
|
14,483 |
|
|
Stock-based compensation expense |
652 |
|
|
|
231 |
|
|
Acquisition-related restructuring costs |
6,941 |
|
|
|
2,455 |
|
| Loss on
sale or disposal of assets or stations |
— |
|
|
|
158 |
|
| Total
operating expenses |
81,266 |
|
|
|
400,345 |
|
| Operating
income |
13,738 |
|
|
|
53,579 |
|
| Non-operating (expense)
income: |
|
|
|
|
|
Reorganization items, net |
— |
|
|
|
466,201 |
|
| Interest
expense |
(6,176 |
) |
|
|
(260 |
) |
| Interest
income |
4 |
|
|
|
50 |
|
| Other
income (expense), net |
20 |
|
|
|
(273 |
) |
| Total
non-operating (expense) income, net |
(6,152 |
) |
|
|
465,718 |
|
| Income
before income tax (expense) benefit |
7,586 |
|
|
|
519,297 |
|
| Income tax (expense)
benefit |
(2,606 |
) |
|
|
176,859 |
|
| Net
income |
$ |
4,980 |
|
|
|
$ |
696,156 |
|
| |
|
|
|
|
|
|
|
|
CUMULUS MEDIA
INC.Unaudited Condensed Consolidated Statements of
Operations(Dollars in thousands)
| |
|
|
|
|
| |
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| |
|
2018 |
|
2017 |
|
2018 |
|
2017 |
| |
|
Combined Predecessor and
Successor |
|
Predecessor Company |
|
Combined Predecessor and
Successor |
|
Predecessor Company |
| Net revenue |
|
$ |
285,249 |
|
|
$ |
290,531 |
|
|
$ |
548,928 |
|
|
$ |
554,561 |
|
| Operating
expenses: |
|
|
|
|
|
|
|
|
| Content
costs |
|
86,802 |
|
|
93,289 |
|
|
187,366 |
|
|
195,069 |
|
| Selling,
general and administrative expenses |
|
123,816 |
|
|
120,506 |
|
|
238,201 |
|
|
234,896 |
|
|
Depreciation and amortization |
|
14,444 |
|
|
16,120 |
|
|
26,425 |
|
|
32,402 |
|
| Local
marketing agreement fees |
|
1,060 |
|
|
2,713 |
|
|
2,167 |
|
|
5,420 |
|
| Corporate
expenses |
|
8,413 |
|
|
9,476 |
|
|
17,015 |
|
|
18,742 |
|
|
Stock-based compensation expense |
|
717 |
|
|
530 |
|
|
883 |
|
|
1,068 |
|
|
Acquisition-related and restructuring costs |
|
7,675 |
|
|
467 |
|
|
9,396 |
|
|
1,618 |
|
| Loss
(gain) on sale or disposal of assets or stations |
|
147 |
|
|
104 |
|
|
158 |
|
|
(2,502 |
) |
| Total
operating expenses |
|
243,074 |
|
|
243,205 |
|
|
481,611 |
|
|
486,713 |
|
| Operating
income |
|
42,175 |
|
|
47,326 |
|
|
67,317 |
|
|
67,848 |
|
| Non-operating income
(expense): |
|
|
|
|
|
|
|
|
|
Reorganization items, net |
|
496,368 |
|
|
— |
|
|
466,201 |
|
|
— |
|
| Interest
expense |
|
(6,308 |
) |
|
(34,344 |
) |
|
(6,436 |
) |
|
(68,407 |
) |
| Interest
income |
|
25 |
|
|
35 |
|
|
54 |
|
|
72 |
|
| Other
expense, net |
|
(256 |
) |
|
(111 |
) |
|
(253 |
) |
|
(28 |
) |
| Total
non-operating income (expense), net |
|
489,829 |
|
|
(34,420 |
) |
|
459,566 |
|
|
(68,363 |
) |
| Income
(loss) before income tax benefit (expense) |
|
532,004 |
|
|
12,906 |
|
|
526,883 |
|
|
(515 |
) |
| Income tax benefit
(expense) |
|
174,135 |
|
|
(7,234 |
) |
|
174,253 |
|
|
(1,208 |
) |
| Net
income (loss) |
|
$ |
706,139 |
|
|
$ |
5,672 |
|
|
$ |
701,136 |
|
|
$ |
(1,723 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Financial Measure
From time to time we utilize certain financial measures that are
not prepared or calculated in accordance with GAAP to assess our
financial performance and profitability. Consolidated adjusted
earnings before interest, taxes, depreciation, and amortization
(“Adjusted EBITDA”) and segment Adjusted EBITDA are the financial
metrics by which management and the chief operating decision maker
allocate resources of the Company and analyze the performance of
the Company as a whole and each of our reportable segments,
respectively. Management also uses this measure to determine the
contribution of our core operations to the funding of our corporate
resources utilized to manage our operations and our non-operating
expenses including debt service and acquisitions. In addition,
consolidated Adjusted EBITDA is a key metric for purposes of
calculating and determining our compliance with certain covenants
contained in our 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 (as such fees are excluded
from the definition of such term for purposes of calculating
covenant compliance under the credit agreement), expenses relating
to acquisitions, 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 following tables reconcile net income (loss), the most
directly comparable financial measure calculated and presented in
accordance with GAAP, to segment and consolidated Adjusted EBITDA
for the period from June 4, 2018 through June 30, 2018, the period
from April 1, 2018 through June 3, 2018, the period from January 1,
2018 through June 3, 2018 and the three and six months ended
June 30, 2018 and 2017 (dollars in thousands):
| |
|
|
| |
|
Period from June 4, 2018 through June 30, 2018
(Successor Company) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| GAAP net income
(loss) |
|
$ |
18,327 |
|
|
$ |
5,796 |
|
|
$ |
(19,143 |
) |
|
$ |
4,980 |
|
| Income
tax expense |
|
— |
|
|
— |
|
|
2,606 |
|
|
2,606 |
|
|
Non-operating (income) expense, including net interest expense |
|
(4 |
) |
|
47 |
|
|
6,109 |
|
|
6,152 |
|
| Local
marketing agreement fees |
|
358 |
|
|
— |
|
|
— |
|
|
358 |
|
|
Depreciation and amortization |
|
2,179 |
|
|
1,949 |
|
|
251 |
|
|
4,379 |
|
|
Stock-based compensation expense |
|
— |
|
|
— |
|
|
652 |
|
|
652 |
|
|
Acquisition-related and restructuring costs |
|
— |
|
|
(102 |
) |
|
7,043 |
|
|
6,941 |
|
| Franchise
and state taxes |
|
— |
|
|
— |
|
|
47 |
|
|
47 |
|
| Adjusted EBITDA |
|
$ |
20,860 |
|
|
$ |
7,690 |
|
|
$ |
(2,435 |
) |
|
$ |
26,115 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Period from April 1, 2018 through June 3, 2018
(Predecessor Company) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| GAAP net (loss)
income |
|
$ |
(506,774 |
) |
|
$ |
253,619 |
|
|
$ |
954,312 |
|
|
$ |
701,157 |
|
| Income
tax benefit |
|
— |
|
|
— |
|
|
(176,741 |
) |
|
(176,741 |
) |
|
Non-operating (income) expense, including net interest expense |
|
(1 |
) |
|
77 |
|
|
311 |
|
|
387 |
|
| Local
marketing agreement fees |
|
702 |
|
|
— |
|
|
— |
|
|
702 |
|
|
Depreciation and amortization |
|
4,111 |
|
|
4,488 |
|
|
1,466 |
|
|
10,065 |
|
|
Stock-based compensation expense |
|
— |
|
|
— |
|
|
65 |
|
|
65 |
|
| Loss on
sale or disposal of assets or stations |
|
3 |
|
|
— |
|
|
144 |
|
|
147 |
|
|
Reorganization items, net |
|
541,903 |
|
|
(251,669 |
) |
|
(786,602 |
) |
|
(496,368 |
) |
|
Acquisition-related and restructuring costs |
|
(120 |
) |
|
39 |
|
|
815 |
|
|
734 |
|
| Franchise
and state taxes |
|
— |
|
|
— |
|
|
93 |
|
|
93 |
|
| Adjusted EBITDA |
|
$ |
39,824 |
|
|
$ |
6,554 |
|
|
$ |
(6,137 |
) |
|
$ |
40,241 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Three Months Ended June 30, 2018 (Combined
Predecessor and Successor) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| GAAP net (loss)
income |
|
$ |
(488,447 |
) |
|
$ |
259,415 |
|
|
$ |
935,169 |
|
|
$ |
706,137 |
|
| Income
tax benefit |
|
— |
|
|
— |
|
|
(174,135 |
) |
|
(174,135 |
) |
|
Non-operating (income) expense, including net interest expense |
|
(5 |
) |
|
124 |
|
|
6,420 |
|
|
6,539 |
|
| Local
marketing agreement fees |
|
1,060 |
|
|
— |
|
|
— |
|
|
1,060 |
|
|
Depreciation and amortization |
|
6,290 |
|
|
6,437 |
|
|
1,717 |
|
|
14,444 |
|
|
Stock-based compensation expense |
|
— |
|
|
— |
|
|
717 |
|
|
717 |
|
| Loss on
sale or disposal of assets or stations |
|
3 |
|
|
— |
|
|
144 |
|
|
147 |
|
|
Reorganization items, net |
|
541,903 |
|
|
(251,669 |
) |
|
(786,602 |
) |
|
(496,368 |
) |
|
Acquisition-related and restructuring costs |
|
(120 |
) |
|
(63 |
) |
|
7,858 |
|
|
7,675 |
|
| Franchise
and state taxes |
|
— |
|
|
— |
|
|
140 |
|
|
140 |
|
| Adjusted EBITDA |
|
$ |
60,684 |
|
|
$ |
14,244 |
|
|
$ |
(8,572 |
) |
|
$ |
66,356 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Three Months Ended June 30, 2017 (Predecessor
Company) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| GAAP net income
(loss) |
|
$ |
46,803 |
|
|
$ |
10,976 |
|
|
$ |
(52,107 |
) |
|
$ |
5,672 |
|
| Income
tax expense |
|
— |
|
|
— |
|
|
7,234 |
|
|
7,234 |
|
|
Non-operating (income) expense, including net interest expense |
|
(1 |
) |
|
133 |
|
|
34,288 |
|
|
34,420 |
|
| Local
marketing agreement fees |
|
2,713 |
|
|
— |
|
|
— |
|
|
2,713 |
|
|
Depreciation and amortization |
|
10,251 |
|
|
5,449 |
|
|
420 |
|
|
16,120 |
|
|
Stock-based compensation expense |
|
— |
|
|
— |
|
|
530 |
|
|
530 |
|
| Loss on
sale or disposal of assets or stations |
|
104 |
|
|
— |
|
|
— |
|
|
104 |
|
|
Acquisition-related and restructuring costs |
|
— |
|
|
384 |
|
|
83 |
|
|
467 |
|
| Franchise
and state taxes |
|
— |
|
|
— |
|
|
140 |
|
|
140 |
|
| Adjusted EBITDA |
|
$ |
59,870 |
|
|
$ |
16,942 |
|
|
$ |
(9,412 |
) |
|
$ |
67,400 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Period from June 4, 2018 through June 30, 2018
(Successor Company) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| GAAP net income
(loss) |
|
$ |
18,327 |
|
|
$ |
5,796 |
|
|
$ |
(19,143 |
) |
|
$ |
4,980 |
|
| Income
tax expense |
|
— |
|
|
— |
|
|
2,606 |
|
|
2,606 |
|
|
Non-operating (income) expense, including net interest expense |
|
(4 |
) |
|
47 |
|
|
6,109 |
|
|
6,152 |
|
| Local
marketing agreement fees |
|
358 |
|
|
— |
|
|
— |
|
|
358 |
|
|
Depreciation and amortization |
|
2,179 |
|
|
1,949 |
|
|
251 |
|
|
4,379 |
|
|
Stock-based compensation expense |
|
— |
|
|
— |
|
|
652 |
|
|
652 |
|
|
Acquisition-related and restructuring costs |
|
— |
|
|
(102 |
) |
|
7,043 |
|
|
6,941 |
|
| Franchise
and state taxes |
|
— |
|
|
— |
|
|
47 |
|
|
47 |
|
| Adjusted EBITDA |
|
$ |
20,860 |
|
|
$ |
7,690 |
|
|
$ |
(2,435 |
) |
|
$ |
26,115 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Period from January 1, 2018 through June 3,
2018 (Predecessor Company) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| GAAP net (loss)
income |
|
$ |
(477,966 |
) |
|
$ |
259,441 |
|
|
$ |
914,681 |
|
|
$ |
696,156 |
|
| Income
tax benefit |
|
— |
|
|
— |
|
|
(176,859 |
) |
|
(176,859 |
) |
|
Non-operating (income) expense, including net interest expense |
|
(2 |
) |
|
204 |
|
|
281 |
|
|
483 |
|
| Local
marketing agreement fees |
|
1,809 |
|
|
— |
|
|
— |
|
|
1,809 |
|
|
Depreciation and amortization |
|
10,251 |
|
— |
|
9,965 |
|
|
1,830 |
|
|
22,046 |
|
|
Stock-based compensation expense |
|
— |
|
|
— |
|
|
231 |
|
|
231 |
|
| Loss on
sale or disposal of assets or stations |
|
14 |
|
|
— |
|
|
144 |
|
|
158 |
|
|
Reorganization items, net |
|
541,903 |
|
|
(251,487 |
) |
|
(756,617 |
) |
|
(466,201 |
) |
|
Acquisition-related and restructuring costs |
|
— |
|
|
1,087 |
|
|
1,368 |
|
|
2,455 |
|
| Franchise
and state taxes |
|
— |
|
|
— |
|
|
234 |
|
|
234 |
|
| Adjusted EBITDA |
|
$ |
76,009 |
|
|
$ |
19,210 |
|
|
$ |
(14,707 |
) |
|
$ |
80,512 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Six Months Ended June 30, 2018 (Combined
Predecessor and Successor) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| GAAP net (loss)
income |
|
$ |
(459,639 |
) |
|
$ |
265,237 |
|
|
$ |
895,538 |
|
|
$ |
701,136 |
|
| Income
tax benefit |
|
— |
|
|
— |
|
|
(174,253 |
) |
|
(174,253 |
) |
|
Non-operating (income) expense, including net interest expense |
|
(6 |
) |
|
251 |
|
|
6,390 |
|
|
6,635 |
|
| Local
marketing agreement fees |
|
2,167 |
|
|
— |
|
|
— |
|
|
2,167 |
|
|
Depreciation and amortization |
|
12,430 |
|
|
|
11,914 |
|
|
2,081 |
|
|
26,425 |
|
|
Stock-based compensation expense |
|
— |
|
|
— |
|
|
883 |
|
|
883 |
|
| Loss on
sale or disposal of assets or stations |
|
14 |
|
|
— |
|
|
144 |
|
|
158 |
|
|
Reorganization items, net |
|
541,903 |
|
|
(251,487 |
) |
|
(756,617 |
) |
|
(466,201 |
) |
|
Acquisition-related and restructuring costs |
|
— |
|
|
985 |
|
|
8,411 |
|
|
9,396 |
|
| Franchise
and state taxes |
|
— |
|
|
— |
|
|
281 |
|
|
281 |
|
| Adjusted EBITDA |
|
$ |
96,869 |
|
|
$ |
26,900 |
|
|
$ |
(17,142 |
) |
|
$ |
106,627 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| |
|
Six Months Ended June 30, 2017 (Predecessor
Company) |
| |
|
Cumulus Radio Station Group |
|
Westwood One |
|
Corporate and Other |
|
Consolidated |
| GAAP net income
(loss) |
|
$ |
75,341 |
|
|
$ |
13,241 |
|
|
$ |
(90,305 |
) |
|
$ |
(1,723 |
) |
| Income
tax expense |
|
— |
|
|
— |
|
|
1,208 |
|
|
1,208 |
|
|
Non-operating (income) expense, including net interest expense |
|
(3 |
) |
|
275 |
|
|
68,091 |
|
|
68,363 |
|
| Local
marketing agreement fees |
|
5,420 |
|
|
— |
|
|
— |
|
|
5,420 |
|
|
Depreciation and amortization |
|
20,655 |
|
|
10,903 |
|
|
844 |
|
|
32,402 |
|
|
Stock-based compensation expense |
|
— |
|
|
— |
|
|
1,068 |
|
|
1,068 |
|
| Gain on
sale of assets or stations |
|
(2,502 |
) |
|
— |
|
|
— |
|
|
(2,502 |
) |
|
Acquisition-related and restructuring costs |
|
— |
|
|
1,492 |
|
|
126 |
|
|
1,618 |
|
| Franchise
and state taxes |
|
— |
|
|
— |
|
|
279 |
|
|
279 |
|
| Adjusted EBITDA |
|
$ |
98,911 |
|
|
$ |
25,911 |
|
|
$ |
(18,689 |
) |
|
$ |
106,133 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulus Media (NASDAQ:CMLS)
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From Mar 2024 to Apr 2024
Cumulus Media (NASDAQ:CMLS)
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From Apr 2023 to Apr 2024
