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| 8-K - 8-K - CUMULUS MEDIA INC | cmls-201806308xk.htm |
Exhibit 99.1
CUMULUS MEDIA INC.
CUMULUS MEDIA Reports Operating Results for Second Quarter 2018
ATLANTA, GA — August 20, 2018: 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%.”
1
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
2
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 | % | |||||||
3
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 | % | ||||||||
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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 | |||||||
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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 | )% | ||||||||
6
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) Income
The 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 | |||||||
7
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 Information
The 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 Statements
Certain 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.
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About CUMULUS MEDIA
A 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 Jones
Investor Relations
collin@cumulus.com
404-260-6600
9
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 | ||||
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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 | ||||
11
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 | ) | |||||||
12
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.
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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 | |||||||
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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 | |||||||
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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 | |||||||
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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 | |||||||
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