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|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2008 | ||
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Delaware | 36-4159663 | |
(State of Incorporation) | (I.R.S. Employer Identification No.) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o |
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Item 1.
Business
we obtained total radio industry listener and revenue levels
from the Radio Advertising Bureau (the RAB);
we derived historical market revenue statistics and market
revenue share percentages from data published by Miller Kaplan,
Arase & Co., LLP (Miller Kaplan), a public
accounting firm that specializes in serving the broadcasting
industry and BIA Financial Network, Inc. (BIA), a
media and telecommunications advisory services firm;
we derived all audience share data and audience rankings,
including ranking by population, except where otherwise stated
to the contrary, from surveys of people ages 12 and over
(Adults 12+), listening Monday through Sunday,
6 a.m. to 12 midnight, and based on the 2008 Arbitron
Market Report referred to as Arbitrons Market Report,
pertaining to each market; and
all dollar amounts are rounded to the nearest million, unless
otherwise indicated.
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Table of Contents
a greater use of radio advertising as evidenced by the greater
percentage of total media revenues captured by radio than the
national average;
rising advertising revenues, as the larger national and regional
retailers expand into these markets;
small independent operators, many of whom lack the capital to
produce high-quality locally originated programming or to employ
more sophisticated research, marketing, management and sales
techniques; and
lower overall susceptibility to economic downturns.
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achieve cost efficiencies associated with common infrastructure
and personnel and increase revenue by offering regional coverage
of key demographic groups that were previously unavailable to
national and regional advertisers;
develop each station in our portfolio as a unique enterprise,
marketed as an individual, local brand with its own identity,
programming content, programming personnel, inventory of time
slots and sales force;
use audience research and music testing to refine each
stations programming content to match the preferences of
the stations target demographic audience, in order to
enrich our listeners experiences by increasing both the
quality and quantity of local programming; and
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position station clusters to compete with print and television
advertising by combining favorable advertising pricing with
diverse station formats within each market to draw a larger and
broader listening audience to attract a wider range of
advertisers.
assemble leading radio station clusters in mid-sized markets by
taking advantage of their size and fragmented nature of
ownership;
acquire leading stations where we believe we can
cost-effectively achieve a leading position in terms of signal
coverage, revenue or audience share and acquire under-performing
stations where there is significant potential to apply our
management expertise to improve financial and operating
performance; and
reconfigure our existing stations, or acquire new stations,
located near large markets, that based on an engineering
analysis of signal specifications and the likelihood of
receiving FCC approval, can be redirected, or
moved-in, to those larger markets.
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Amusement and recreation
Banking and mortgage
Furniture and home furnishings
Arts and entertainment
Food and beverage services
Healthcare services
Automotive dealers
Food and beverage stores
Telecommunications
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a stations share of audiences and on the demographic
groups targeted by advertisers (as measured by ratings surveys);
the supply and demand for radio advertising time and for time
targeted at particular demographic groups; and
certain additional qualitative factors.
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Height
Above
Average
Power
Expiration Date
FCC
Terrain
(in Kilowatts)
Stations
City of License
Frequency
of License
Class
(in feet)
Day
Night
KBCY FM
Tye, TX
99.7
August 1, 2013
C1
745
100.0
100.0
KCDD FM
Hamlin, TX
103.7
August 1, 2013
C
984
100.0
100.0
KHXS FM
Merkel, TX
102.7
August 1, 2013
C1
745
99.2
99.2
KTLT FM
Anson, TX
98.1
August 1, 2013
C2
305
50
50
WALG AM
Albany, GA
1590
April 1, 2012
B
N/A
5
1
WEGC FM
Sasser, GA
107.7
April 1, 2012
C3
312
11.5
11.5
WGPC AM
Albany, GA
1450
April 1, 2012
C
N/A
1
1
WJAD FM
Leesburg, GA
103.5
April 1, 2012
C3
463
12.5
12.5
WKAK FM
Albany, GA
104.5
April 1, 2012
C1
981
100
100
WNUQ FM
Sylvester, GA
102.1
April 1, 2012
A
259
6
6
WQVE FM
Albany, GA
101.7
April 1, 2012
A
299
6
6
WZBN FM
Camilla, GA
105.5
April 1, 2012
A
276
6
6
KARX FM
Claude, TX
95.7
August 1, 2013
C1
390
100
100
KPUR AM
Amarillo, TX
1440
August 1, 2013
B
N/A
5
1
KPUR FM
Canyon, TX
107.1
August 1, 2013
A
315
6
6
KQIZ FM
Amarillo, TX
93.1
August 1, 2013
C1
699
100
100
KZRK AM
Canyon, TX
1550
August 1, 2013
B
N/A
1
0.2
KZRK FM
Canyon, TX
107.9
August 1, 2013
C1
476
100
100
WLBY AM
Saline, MI
1290
October 1, 2012
D
N/A
0.5
0.0
WQKL FM
Ann Arbor, MI
107.1
October 1, 2012
A
289
3.0
3.0
WTKA AM
Ann Arbor, MI
1050
October 1, 2012
B
N/A
10.0
0.5
WWWW FM
Ann Arbor, MI
102.9
October 1, 2012
B
499
49.0
42.0
WNAM AM
Neenah Menasha, WI
1280
December 1, 2012
B
N/A
5
5
WOSH AM
Oshkosh, WI
1490
December 1, 2012
C
N/A
1
1
WPKR FM
Omro, WI
99.5
December 1, 2012
C2
495
25
25
WVBO FM
Winneconne, WI
103.9
December 1, 2012
C3
328
25
25
WWWX FM
Oshkosh, WI
96.9
December 1, 2012
A
328
6
6
WBZN FM
Old Town, ME
107.3
April 1, 2014
C2
436
50
50
WDEA AM
Ellsworth, ME
1370
April 1, 2014
B
N/A
5
5
WEZQ FM
Bangor, ME
92.9
April 1, 2014
B
787
20
20
WQCB FM
Brewer, ME
106.5
April 1, 2014
C
1079
100
100
WWMJ FM
Ellsworth, ME
95.7
April 1, 2014
B
1030
11.5
11.5
WBCK FM
Battle Creek, MI
95.3
October 1, 2012
A
269
3.0
3.0
WBXX FM
Marshall, MI
104.9
October 1, 2012
A
328
6.0
6.0
KAYD FM
Silsbee, TX
101.7
August 1, 2013
C3
503
10.5
10.5
KBED AM
Nederland, TX
1510
August 1, 2013
D
N/A
5
0
KIKR AM
Beaumont, TX
1450
August 1, 2013
C
N/A
1
1
KQXY FM
Beaumont, TX
94.1
August 1, 2013
C1
600
100
100
KSTB FM
Crystal Beach, TX
101.5
August 1, 2013
A
184
6
6
KTCX FM
Beaumont, TX
102.5
August 1, 2013
C2
492
50
50
KACL FM
Bismarck, ND
98.7
April 1, 2013
C1
837
100
100
KBYZ FM
Bismarck, ND
96.5
April 1, 2013
C1
963
100
100
KKCT FM
Bismarck, ND
97.5
April 1, 2013
C1
837
100
100
KLXX AM
Bismarck, ND
1270
April 1, 2013
B
N/A
1
0.3
KUSB FM
Hazelton, ND
103.3
April 1, 2013
C1
965
100
100
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Table of Contents
Height
Above
Average
Power
Expiration Date
FCC
Terrain
(in Kilowatts)
Stations
City of License
Frequency
of License
Class
(in feet)
Day
Night
WBRW FM
Blacksburg, VA
105.3
October 1, 2011
C3
479
12
12
WFNR AM
Blacksburg, VA
710
October 1, 2011
D
N/A
10
0
WFNR FM
Christiansburg, VA
100.7
October 1, 2011
A
886
0.8
0.8
WPSK FM
Pulaski, VA
107.1
October 1, 2011
C3
1207
1.8
1.8
WRAD AM
Radford, VA
1460
October 1, 2011
B
N/A
5
0.5
WWBU FM
Radford, VA
101.7
October 1, 2011
A
66
5.8
5.8
WEBE FM
Westport, CT
107.9
April 1, 2014
B
384
50
50
WICC AM
Bridgeport, CT
600
N/A
B
N/A
1
0.5
WRQK FM
Canton, OH
106.9
October 1, 2012
B
341
27.5
27.5
KDAT FM
Cedar Rapids, IA
104.5
February 1, 2013
C1
551
100
100
KHAK FM
Cedar Rapids, IA
98.1
February 1, 2013
C1
459
100
100
KRNA FM
Iowa City, IA
94.1
February 1, 2013
C1
981
100
100
KRQN FM
Vinton, IA
107.1
February 1, 2013
A
371
4.7
4.7
WNNF FM
Cincinnati, OH
94.1
October 1, 2012
B
866
16.0
16.0
WOFX FM
Cincinnati, OH
92.5
October 1, 2012
B
866
16.0
16.0
KBBM FM
Jefferson City, MO
100.1
February 1, 2013
C2
600
33
33
KBXR FM
Columbia, MO
102.3
February 1, 2013
C3
856
3.5
3.5
KFRU AM
Columbia, MO
1400
February 1, 2013
C
N/A
1
1
KJMO FM
Linn, Mo
97.5
February 1, 2013
A
328
6
6
KLIK AM
Jefferson City, MO
1240
February 1, 2013
C
N/A
1
1
KOQL FM
Ashland, MO
106.1
February 1, 2013
C1
958
69
69
KPLA FM
Columbia, MO
101.5
February 1, 2013
C1
1062
41
41
KZJF FM
Jefferson City, MO
104.1
April 1, 2013
A
348
5.3
5.3
WJWF AM
Columbus, MS
1400
June 1, 2012
C
N/A
1
1
WKOR AM
Starkville, MS
980
June 1, 2012
D
N/A
1
0.1
WKOR FM
Columbus, MS
94.9
June 1, 2012
C2
492
50
50
WMXU FM
Starkville, MS
106.1
June 1, 2012
C2
502
40
40
WNMQ FM
Columbus, MS
103.1
June 1, 2012
C2
755
22
22
WSMS FM
Artesia, MS
99.9
June 1, 2012
C2
505
47
47
WSSO AM
Starkville, MS
1230
June 1, 2012
C
N/A
1
1
WDBY FM
Patterson, NY
105.5
June 1, 2014
A
610
0.9
0.9
WINE AM
Brookfield, CT
940
April 1, 2014
D
N/A
0.7
0
WPUT AM
Brewster, NY
1510
June 1, 2014
D
N/A
1
0
WRKI FM
Brookfield, CT
95.1
April 1, 2014
B
636
29.5
29.5
KLYV FM
Dubuque, IA
105.3
February 1, 2013
C2
331
50
50
KXGE FM
Dubuque, IA
102.3
February 1, 2013
A
308
2
2
WDBQ AM
Dubuque, IA
1490
February 1, 2013
C
N/A
1
1
WDBQ FM
Galena, IL
107.5
December 1, 2012
A
328
6
6
WJOD FM
Asbury, IA
103.3
February 1, 2013
C3
643
6.6
6.6
KEHK FM
Brownsville, OR
102.3
February 1, 2014
C1
919
100
43
KNRQ FM
Eugene, OR
97.9
February 1, 2014
C
1010
100
75
KSCR AM
Eugene, OR
1320
February 1, 2014
D
N/A
1
0
KUGN AM
Eugene, OR
590
February 1, 2014
B
N/A
5
5
KUJZ FM
Creswell, OR
95.3
February 1, 2014
C3
1207
0.6
0.6
KZEL FM
Eugene, OR
96.1
February 1, 2014
C
1093
100
43
KDHL AM
Faribault, MN
920
April 1, 2013
B
N/A
5
5
KQCL FM
Faribault, MN
95.9
April 1, 2013
A
328
3
3
KRFO AM
Owatonna, MN
1390
April 1, 2013
D
N/A
0.5
0.1
KRFO FM
Owatonna, MN
104.9
April 1, 2013
A
174
4.7
4.7
Table of Contents
Height
Above
Average
Power
Expiration Date
FCC
Terrain
(in Kilowatts)
Stations
City of License
Frequency
of License
Class
(in feet)
Day
Night
KAMO FM
Rogers, AR
94.3
June 1, 2012
C2
692
25
25
KFAY AM
Farmington, AR
1030
June 1, 2012
B
N/A
10
1
KKEG FM
Fayetteville, AR
92.1
June 1, 2012
C3
531
7.6
7.6
KMCK FM
Siloam Springs, AR
105.7
June 1, 2012
C1
476
100
100
KQSM FM
Bentonville, AR
98.3
June 1, 2012
C1
617
100
100
KYNF FM
Prairie Grove, AR
94.9
June 1, 2012
C2
761
21
21
KYNG AM
Springdale, AR
1590
June 1, 2012
D
N/A
2.5
0.1
WFNC AM
Fayetteville, NC
640
December 1, 2011
B
N/A
10
1
WFNC FM
Lumberton, NC
102.3
December 1, 2011
A
269
6
6
WFVL FM
Southern Pines, NC
106.9
December 1, 2011
C2
492
50
50
WQSM FM
Fayetteville, NC
98.1
December 1, 2011
C1
830
100
100
WRCQ FM
Dunn, NC
103.5
December 1, 2011
C2
502
48
48
WDZZ FM
Flint, MI
92.7
October 1, 2012
A
256
3
3
WRSR FM
Owosso, MI
103.9
October 1, 2012
A
482
2.9
2.9
WWCK AM
Flint, MI
1570
October 1, 2012
D
N/A
1
0.1
WWCK FM
Flint, MI
105.5
October 1, 2012
B1
328
25
25
WBZF FM
Hartsville, SC
98.5
December 1, 2011
A
328
6
6
WCMG FM
Latta, SC
94.3
December 1, 2011
C3
502
10.5
10.5
WHLZ FM
Marion, SC
100.5
December 1, 2011
C3
328
21.5
21.5
WHSC AM
Hartsville, SC
1450
December 1, 2011
C
N/A
1
1
WMXT FM
Pamplico, SC
102.1
December 1, 2011
C2
479
50
50
WWFN FM
Lake City, SC
100.1
December 1, 2011
A
433
3.3
3.3
WYMB AM
Manning, SC
920
December 1, 2011
B
N/A
2.3
1
WYNN AM
Florence, SC
540
December 1, 2011
D
N/A
0.3
0.2
WYNN FM
Florence, SC
106.3
December 1, 2011
A
328
6
6
KBBQ FM
Van Buren, AR
102.7
June 1, 2012
C2
574
17
17
KLSZ FM
Fort Smith, AR
100.7
June 1, 2012
C2
459
50
50
KOAI AM
Van Buren, AR
1060
June 1, 2012
D
N/A
0.5
0
KOMS FM
Poteau, OK
107.3
June 1, 2013
C
1811
100
100
WFTW AM
Ft Walton Beach, FL
1260
February 1, 2012
D
N/A
2.5
0.1
WKSM FM
Ft Walton Beach, FL
99.5
February 1, 2012
C2
438
50
50
WNCV FM
Niceville, FL
100.3
April 1, 2012
A
440
3.5
3.5
WYZB FM
Mary Esther, FL
105.5
February 1, 2012
C3
305
25
25
WZNS FM
Ft Walton Beach, FL
96.5
February 1, 2012
C1
438
100
100
KBKL FM
Grand Junction, CO
107.9
April 1, 2013
C
1460
100
100
KEKB FM
Fruita, CO
99.9
April 1, 2013
C
1542
79
79
KENG FM
Parachute, CO
101.1
April 1, 2014
A
1397
0.2
0.2
KEXO AM
Grand Junction, CO
1230
April 1, 2013
C
N/A
1
1
KKNN FM
Delta, CO
95.1
April 1, 2013
C
1424
100
100
KMXY FM
Grand Junction, CO
104.3
April 1, 2013
C
1460
100
100
WDUZ AM
Green Bay, WI
1400
December 1, 2012
C
N/A
1
1
WDUZ FM
Brillion, WI
107.5
December 1, 2012
C3
879
3.6
3.6
WOGB FM
Kaukauna, WI
103.1
December 1, 2012
C3
879
3.6
3.6
WPCK FM
Denmark, WI
104.9
December 1, 2012
C3
515
10
10
WQLH FM
Green Bay, WI
98.5
December 1, 2012
C1
499
100
100
WZNN FM
Allouez, WI
106.7
December 1, 2012
C3
328
25
25
WHGB AM
Harrisburg, PA
1400
August 1, 2014
C
N/A
1
1
WNNK FM
Harrisburg, PA
104.1
August 1, 2014
B
699
20.5
20.5
WTPA FM
Mechanicsburg, PA
93.5
August 1, 2014
A
719
1.3
1.3
WWKL FM
Palmyra, PA
92.1
August 1, 2014
A
601
1.5
1.5
Table of Contents
Height
Above
Average
Power
Expiration Date
FCC
Terrain
(in Kilowatts)
Stations
City of License
Frequency
of License
Class
(in feet)
Day
Night
WHRP FM
Gurley, AL
94.1
April 1, 2011
A
945
0.7
0.7
WUMP AM
Madison, AL
730
April 1, 2012
D
N/A
1
0.1
WVNN AM
Athens, AL
770
April 1, 2012
B
N/A
7
0.3
WVNN FM
Trinity, AL
92.5
April 1, 2012
A
423
3.1
3.1
WWFF FM
New Market, AL
93.3
April 1, 2012
C2
914
14.5
14.5
WZYP FM
Athens, AL
104.3
April 1, 2012
C
1,115
100
100
WKFR FM
Battle Creek, MI
103.3
October 1, 2012
B
482
50
50
WKMI AM
Kalamazoo, MI
1360
October 1, 2012
B
N/A
5
1
WRKR FM
Portage, MI
107.7
October 1, 2012
B
486
50
50
KLTD FM
Temple, TX
101.7
August 1, 2013
C3
410
16.5
16.5
KOOC FM
Belton, TX
106.3
August 1, 2013
C3
489
11.5
11.5
KSSM FM
Copperas Cove, TX
103.1
August 1, 2012
C3
558
8.6
8.6
KTEM AM
Temple, TX
1400
August 1, 2013
C
N/A
1
1
KUSJ FM
Harker Heights, TX
105.5
August 1, 2013
C2
600
33
33
KAOK AM
Lake Charles, LA
1400
June, 1 2012
C
N/A
1
1
KBIU FM
Lake Charles, LA
103.3
June 1, 2012
C2
479
35
35
KKGB FM
Sulphur, LA
101.3
June 1, 2012
C3
479
12
12
KQLK FM
DeRidder, LA
97.9
June 1, 2012
C2
492
50
50
KXZZ AM
Lake Charles, LA
1580
June 1, 2012
B
N/A
1
1
KYKZ FM
Lake Charles, LA
96.1
June 1, 2012
C1
479
100
100
WCYN-FM
Cynthiana, KY
102.3
August 1, 2012
A
400
3.4
3.4
WLTO FM
Nicholasville, KY
102.5
August 1, 2012
A
373
4.6
4.6
WLXX FM
Lexington, KY
92.9
August 1, 2012
C1
850
100
100
WVLK AM
Lexington, KY
590
August 1, 2012
B
N/A
5
1
WVLK FM
Richmond, KY
101.5
August 1, 2012
C3
541
9
9
WXZZ FM
Georgetown, KY
103.3
August 1, 2012
A
328
6
6
WAYS AM
Macon, GA
1500
April 1, 2012
D
N/A
1
0
WDDO AM
Macon, GA
1240
April 1, 2012
C
N/A
1
1
WDEN FM
Macon, GA
99.1
April 1, 2012
C1
581
100
100
WIFN FM
Macon, GA
105.5
April 1, 2012
C3
659
6.1
6.1
WLZN FM
Macon, GA
92.3
April 1, 2012
A
328
3
3
WMAC AM
Macon, GA
940
April 1, 2012
B
N/A
50
10
WMGB FM
Montezuma, GA
95.1
April 1, 2012
C2
390
46
46
WPEZ FM
Jeffersonville, GA
93.7
April 1, 2012
C1
679
100
100
WAOA FM
Melbourne, FL
107.1
February 1, 2012
C1
486
100
100
WHKR FM
Rockledge, FL
102.7
February 1, 2012
C2
433
50
50
WINT AM
Melbourne, FL
1560
February 1, 2012
D
N/A
5
0
WSJZ FM
Sebastian, FL
95.9
February 1, 2012
C3
289
25
25
WBLX FM
Mobile, AL
92.9
April 1, 2012
C
1708
100
100
WDLT FM
Chickasaw, AL
98.3
April 1, 2012
C2
548
40
40
WGOK AM
Mobile, AL
900
April 1, 2012
B
N/A
1
0.4
WXQW AM
Fairhope, AL
660
April 1, 2012
B
N/A
10
0.9
WYOK FM
Atmore, AL
104.1
April 1, 2012
C
1708
100
100
WTWR FM
Luna Pier, MI
98.3
October 1, 2012
A
443
3.4
3.4
Table of Contents
Height
Above
Average
Power
Expiration Date
FCC
Terrain
(in Kilowatts)
Stations
City of License
Frequency
of License
Class
(in feet)
Day
Night
WHHY FM
Montgomery, AL
101.9
April 1, 2012
C0
1096
100
100
WLWI AM
Montgomery, AL
1440
April 1, 2012
B
N/A
5
1
WLWI FM
Montgomery, AL
92.3
April 1, 2012
C
1096
100
100
WMSP AM
Montgomery, AL
740
April 1, 2012
B
N/A
10
0.2
WMXS FM
Montgomery, AL
103.3
April 1, 2012
C
1096
100
100
WNZZ AM
Montgomery, AL
950
April 1, 2012
D
N/A
1
0
WXFX FM
Prattville, AL
95.1
April 1, 2012
C2
476
50
50
WDAI FM
Pawleys Island, SC
98.5
December 1, 2011
C3
666
6.1
6.1
WIQB AM
Conway, SC
1050
December 1, 2011
B
N/A
5
0.5
WJXY FM
Conway, SC
93.9
December 1, 2011
A
420
3.7
3.7
WLFF FM
Georgetown, SC
106.5
December 1, 2011
C2
492
50.0
50.0
WSEA FM
Atlantic Beach, SC
100.3
December 1, 2011
C3
476
12
12
WSYN FM
Surfside Beach, SC
103.1
December 1, 2011
C3
528
8.0
8.0
WXJY FM
Georgetown, SC
93.7
December 1, 2011
A
315
6
6
WNFN FM
Belle Meade, TN
106.7
August 1, 2012
A
774
1.1
1.1
WQQK FM
Hendersonville, TN
92.1
August 1, 2012
A
463
3
3
WRQQ FM
Goodlettsville, TN
97.1
August 1, 2012
C2
518
45
45
WSM FM
Nashville, TN
95.5
August 1, 2012
C
1280
100
100
WWTN FM
Manchester, TN
99.7
August 1, 2012
C0
1,296
100
100
KBAT FM
Monahans, TX
99.9
August 1, 2013
C1
574
100
100
KGEE FM
Pecos, TX
97.3
August 1, 2014
A
70
0.3
0.3
KMND AM
Midland, TX
1510
August 1, 2013
D
N/A
2.4
0
KNFM FM
Midland, TX
92.3
August 1, 2013
C
984
100
100
KODM FM
Odessa, TX
97.9
August 1, 2013
C1
361
100
100
KRIL AM
Odessa, TX
1410
August 1, 2013
B
N/A
1
0.2
KZBT FM
Midland, TX
93.3
August 1, 2013
C1
440
100
100
KBBY FM
Ventura, CA
95.1
December 1, 2013
B
876
12.5
12.5
KHAY FM
Ventura, CA
100.7
December 1, 2013
B
1211
39
39
KVEN AM
Ventura, CA
1450
December 1, 2013
C
N/A
1
1
KVYB FM
Ventura, CA
103.3
December 1, 2013
B
2969
105
105
WCOA AM
Pensacola, FL
1370
February 1, 2012
B
N/A
5
5
WJLQ FM
Pensacola, FL
100.7
February 1, 2012
C
1708
100
100
WRRX FM
Gulf Breeze, FL
106.1
February 1, 2012
A
407
3.9
3.9
WALL AM
Middleton, NY
1340
June 1, 2014
C
N/A
1
1
WCZX FM
Hyde Park, NY
97.7
June 1, 2014
A
1030
0.3
0.3
WEOK AM
Poughkeepsie, NY
1390
June 1, 2014
D
N/A
5
0.1
WKNY AM
Kingston, NY
1490
June 1, 2014
C
N/A
1
1
WKXP FM
Kingston, NY
94.3
June 1, 2014
A
545
2.3
2.3
WPDA FM
Jeffersonville, NY
106.1
June 1, 2014
A
627
1.6
1.6
WPDH FM
Poughkeepsie, NY
101.5
June 1, 2014
B
1539
4.4
4.4
WRRB FM
Arlington, NY
96.9
June 1, 2014
A
1007
0.3
0.3
WRRV FM
Middleton, NY
92.7
June 1, 2014
A
269
6
6
WZAD FM
Wurtsboro, NY
97.3
June 1, 2014
A
719
0.6
0.6
KBEA FM
Muscatine, IA
99.7
February 1, 2013
C1
869
100
100
KBOB FM
DeWitt, IA
104.9
December 1, 2012
C3
469
12.5
12.5
KJOC AM
Davenport, IA
1170
February 1, 2013
B
N/A
1
1
KQCS FM
Bettendorf, IA
93.5
February 1, 2013
A
318
6
6
WXLP FM
Moline, IL
96.9
December 1, 2012
B
499
50
50
Table of Contents
Height
Above
Average
Power
Expiration Date
FCC
Terrain
(in Kilowatts)
Stations
City of License
Frequency
of License
Class
(in feet)
Day
Night
KFIL AM
Preston, MN
1060
April 1, 2013
D
N/A
1
0
KFIL FM
Preston, MN
103.1
April 1, 2013
C3
528
3.5
3.5
KLCX FM
Saint Charles, MN
107.7
April 1, 2013
A
571
2
2
KOLM AM
Rochester, MN
1520
April 1, 2013
D
N/A
10
0.8
KROC AM
Rochester, MN
1340
April 1, 2013
C
N/A
1
1
KROC FM
Rochester, MN
106.9
April 1, 2013
C0
1109
100
100
KVGO FM
Spring Valley, MN
104.3
April 1, 2013
C3
512
10
10
KWWK FM
Rochester, MN
96.5
April 1, 2013
C2
528
43
43
KYBA FM
Stewartville, MN
105.3
April 1, 2013
C2
492
50
50
WKGL FM
Loves Park, IL
96.7
December 1, 2012
A
551
2.2
2.2
WROK AM
Rockford, IL
1440
December 1, 2012
B
N/A
5
0.3
WXXQ FM
Freeport, IL
98.5
December 1, 2012
B1
492
11
11
WZOK FM
Rockford, IL
97.5
December 1, 2012
B
430
50
50
KMGQ FM
Goleta, CA
106.3
December 1, 2013
A
827
0.1
0.1
KRUZ FM
Santa Barbara, CA
97.5
December 1, 2013
B
2920
17.5
17.5
WBMQ AM
Savannah, GA
630
April 1, 2012
D
N/A
4.8
0
WEAS FM
Springfield, GA
93.1
April 1, 2012
C1
981
100
100
WIXV FM
Savannah, GA
95.5
April 1, 2012
C1
988
98
98
WJCL FM
Savannah, GA
96.5
April 1, 2012
C
1161
100
100
WJLG AM
Savannah, GA
900
April 1, 2012
D
N/A
4.4
0.2
WTYB FM
Tybee Island, GA
103.9
April 1, 2012
C2
344
50
50
WZAT FM
Savannah, GA
102.1
April 1, 2012
C
1496
100
100
KMJJ FM
Shreveport, LA
99.7
June 1, 2012
C2
463
50
50
KQHN FM
Magnolia, AR
107.9
June 1, 2012
C1
351
100
100
KRMD AM
Shreveport, LA
1340
June 1, 2012
C
N/A
1
1
KRMD FM
Oil City, LA
101.1
June 1, 2012
C0
1134
100
100
KVMA FM
Shreveport, LA
102.9
June 1, 2012
C2
535
42
42
KDEZ FM
Brandon, SD
100.1
April 1, 2013
A
170.2
2.2
2.2
KIKN FM
Salem, SD
100.5
April 1, 2013
C1
942
100
100
KKLS FM
Sioux Falls, SD
104.7
April 1, 2013
C1
981
100
100
KMXC FM
Sioux Falls, SD
97.3
April 1, 2013
C1
840
100
100
KSOO AM
Sioux Falls, SD
1140
April 1, 2013
B
N/A
10
5
KSOO FM
Lennox, SD
99.1
April 1, 2013
N/A
N/A
N/A
N/A
KXRB AM
Sioux Falls, SD
1000
April 1, 2013
D
N/A
10
0.1
KYBB FM
Canton, SD
102.7
April 1, 2013
C2
486
50
50
WBZE FM
Tallahassee, FL
98.9
February 1, 2012
C1
604
100
100
WGLF FM
Tallahassee, FL
104.1
February 1, 2012
C
1394
100
100
WHBT AM
Tallahassee, FL
1410
February 1, 2012
D
N/A
5
0
WHBX FM
Tallahassee, FL
96.1
February 1, 2012
C2
479
37
37
WWLD FM
Cairo, GA
102.3
April 1, 2013
C2
604
27
27
WKKO FM
Toledo, OH
99.9
October 1, 2012
B
500
50
50
WLQR AM
Toledo, OH
1470
October 1, 2012
B
N/A
1
1
WRQN FM
Bowling Green, OH
93.5
October 1, 2012
B1
397
7
7
WRWK FM
Delta, OH
106.5
October 1, 2012
A
367
4.8
4.8
WTOD AM
Toledo, OH
1560
October 1, 2012
D
N/A
5
0
WWWM FM
Sylvania, OH
105.5
October 1, 2012
A
390
4.3
4.3
WXKR FM
Port Clinton, OH
94.5
October 1, 2012
B
630
30
30
Table of Contents
Height
Above
Average
Power
Expiration Date
FCC
Terrain
(in Kilowatts)
Stations
City of License
Frequency
of License
Class
(in feet)
Day
Night
KDVB-FM
Effingham, KS
96.9
June 1, 2013
N/A
227
0.1
0.1
KDVV FM
Topeka, KS
100.3
June 1, 2013
C
984
100
100
KMAJ AM
Topeka, KS
1440
June 1, 2013
B
N/A
5
1
KMAJ FM
Topeka, KS
107.7
June 1, 2013
C
1214
100
100
KQTP FM
St. Marys, KS
102.9
June 1, 2013
C2
598
30
30
KRWP FM
Stockton, MO
107.7
February 1, 2013
C3
479
11.7
11.7
KTOP AM
Topeka, KS
1490
June 1, 2013
C
N/A
1
1
KWIC FM
Topeka, KS
99.3
June 1, 2013
C3
538
6.8
6.8
KCRR FM
Grundy Center, IA
97.7
February 1, 2013
C3
407
16
16
KKHQ FM
Oelwein, IA
92.3
February 1, 2013
C
991
100
100
KOEL AM
Oelwein, IA
950
February 1, 2013
B
N/A
5
0.5
KOEL FM
Cedar Falls, IA
98.5
February 1, 2013
C3
423
15
15
WFAF FM
Mount Kisco, NY
106.3
June 1, 2014
A
443
1
1
WFAS AM
White Plains, NY
1230
June 1, 2014
C
N/A
1
1
WFAS FM
White Plains, NY
103.9
June 1, 2014
A
669
0.6
0.6
KLUR FM
Wichita Falls, TX
99.9
August 1, 2013
C1
808
100
100
KOLI FM
Electra, TX
94.9
August 1, 2013
C2
492
50
50
KQXC FM
Wichita Falls, TX
103.9
August 1, 2013
A
807
19
19
KYYI FM
Burkburnett, TX
104.7
August 1, 2013
C1
285
0.7
0.7
WAAV AM
Leland, NC
980
December 1, 2011
B
N/A
5
5
WGNI FM
Wilmington, NC
102.7
December 1, 2011
C1
981
100
100
WKXS FM
Leland, NC
94.5
December 1, 2011
A
416
3.8
3.8
WMNX FM
Wilmington, NC
97.3
December 1, 2011
C1
883
100
100
WWQQ FM
Wilmington, NC
101.3
December 1, 2011
C2
545
40
40
WBBW AM
Youngstown, OH
1240
October 1, 2012
C
N/A
1
1
WHOT FM
Youngstown, OH
101.1
October 1, 2012
B
705
24.5
24.5
WLLF FM
Mercer, PA
96.7
August 1, 2014
A
486
1.4
1.4
WPIC AM
Sharon, PA
790
August 1, 2014
D
N/A
1
0.1
WQXK FM
Salem, OH
105.1
October 1, 2012
B
446
88
88
WSOM AM
Salem, OH
600
October 1, 2012
D
N/A
1
0
WWIZ FM
Mercer, PA
103.9
August 1, 2014
A
295
6
6
WYFM FM
Sharon, PA
102.9
August 1, 2014
B
604
33
33
Table of Contents
19
Table of Contents
20
Table of Contents
21
Table of Contents
22
Table of Contents
47
Chairman, President, and Chief Executive Officer
52
Executive Vice President, Chief Financial Officer, and Treasurer
60
Executive Vice President and Co-Chief Operating Officer
42
Executive Vice President and Co-Chief Operating Officer
23
Table of Contents
Item 1A.
Risk
Factors
24
Table of Contents
another radio station in the market was to convert its
programming format to a format similar to our station or launch
aggressive promotional campaigns;
a new station were to adopt a competitive format; or
an existing competitor was to strengthen its operations.
audio programming by cable television systems, direct broadcast
satellite systems, Internet content providers (both landline and
wireless), Internet-based audio radio services, satellite
delivered digital audio radio service and other digital audio
broadcast formats;
HD
Radio
tm
digital radio, which could provide multi-channel, multi-format
digital radio services in the same bandwidth currently occupied
by traditional AM and FM radio services; and
low power FM radio, which could result in additional FM radio
broadcast stations in markets where we have stations.
changing economic conditions, both generally and relative to the
radio broadcasting industry in particular;
shifts in population, listenership, demographics or audience
tastes;
25
Table of Contents
the level of competition from existing or future technologies
for advertising revenues, including, but not limited to, other
radio stations, satellite radio, television stations,
newspapers, the Internet, and other entertainment and
communications media; and
changes in laws as well as changes in governmental regulations
and policies and actions of federal regulatory bodies, including
the U.S. Department of Justice, the Federal Trade
Commission and the FCC.
approval of license assignments and transfers;
limits on the number of stations a broadcaster may own in a
given local market; and
other rules or policies, such as the ownership attribution
rules, that could limit our ability to acquire stations in
certain markets where one or more of our stockholders has other
media interests.
filing with the U.S. Department of Justice and the Federal
Trade Commission under the
Hart-Scott-Rodino
Antitrust Improvements Act of 1976, referred to as the HSR Act,
where applicable;
expiration or termination of the waiting period under the HSR
Act; and
possible review by the U.S. Department of Justice or the
Federal Trade Commission of antitrust issues under the HSR Act
or otherwise.
identifying acquisition candidates and negotiating definitive
purchase agreements on satisfactory terms;
integrating operations and systems and managing a large and
geographically diverse group of stations;
diverting our managements attention from other business
concerns;
potentially losing key employees at acquired stations; and
diminishing number of properties available for sale in mid-size
markets.
26
Table of Contents
27
Table of Contents
28
Table of Contents
requiring a substantial portion of cash flow from operations to
be dedicated to the payment of principal and interest on our
indebtedness, therefore reducing our ability to use our cash
flow to fund our operations, capital expenditures and future
business opportunities;
exposing us to the risk of increased interest rates as certain
of our borrowings are at variable rates of interest;
increasing our vulnerability to general economic downturns and
adverse industry conditions;
limiting our ability to obtain additional financing for working
capital, capital expenditures, debt service requirements,
acquisitions and general corporate or other purposes;
limiting our ability to adjust to changing market conditions and
placing us at a disadvantage compared to our competitors who
have less debt: and
restricting us from making strategic acquisitions or causing us
to make non-strategic divestitures.
incur additional indebtedness or grant additional liens or
security interests in our assets;
pay dividends, make payments on certain types of indebtedness or
make other restricted payments;
make particular types of investments or enter into speculative
hedging agreements;
enter into some types of transactions with affiliates;
merge or consolidate with any other person or make changes to
our organizational documents or other material agreement to
which we are a party;
sell, assign, transfer, lease, convey or otherwise dispose of
our assets (except within certain limits) or enter into
sale-leaseback transactions; or
make capital expenditures.
29
Table of Contents
conditions and trends in the radio broadcasting industry;
actual or anticipated variations in our quarterly operating
results, including audience share ratings and financial results;
changes in financial estimates by securities analysts;
technological innovations;
competitive developments;
adoption of new accounting standards affecting companies in
general or affecting companies in the radio broadcasting
industry in particular; and
general market conditions and other factors.
30
Table of Contents
the impact of general economic conditions in the United States
or in specific markets in which we currently do business;
industry conditions, including existing competition and future
competitive technologies;
the popularity of radio as a broadcasting and advertising medium;
cancellations, disruptions or postponements of advertising
schedules in response to national or world events;
our capital expenditure requirements;
legislative or regulatory requirements;
risks and uncertainties relating to our leverage;
interest rates;
our continued ability to identify suitable acquisition targets;
consummation and integration of pending or future acquisitions;
access to capital markets; and
fluctuations in exchange rates and currency values.
Item 1B.
Unresolved
Staff Comments
Item 2.
Properties
31
Table of Contents
Item 3.
Legal
Proceedings
Item 4.
Submission
of Matters To a Vote of Security Holders
Class
For
Abstain/Withheld
Class III
35,660,656
5,135,888
32
Table of Contents
Against
Broker Non-Votes
Abstain/Withheld
102,575
3,084
Against
Broker Non-Votes
Abstain/Withheld
8,055,133
3,116,544
15,116
Against
Broker Non-Votes
Abstain/Withheld
69,843
19,227
33
Table of Contents
Item 5.
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
High
Low
$
10.66
$
9.05
$
10.40
$
9.03
$
11.74
$
8.36
$
10.59
$
7.09
$
7.82
$
4.90
$
6.76
$
3.93
$
4.85
$
2.00
$
4.24
$
0.33
$
2.99
$
1.50
34
Table of Contents
(a)(c)
Number of Shares
(a)
(b)
Remaining Available for
to be Issued
Weighted-Average
Future Issuance Under
Upon Exercise of
Exercise Price of
Equity Compensation
Outstanding Options
Outstanding Options
Plans (Excluding
Warrants and Rights
Warrants and Rights
Column)(c)
1,971,980
$
12.48
12,491,086
(1)(2)
81,345
$
17.15
1,890,904
2,053,325
14,381,990
(1)
The Company has previously stated in public filings that it
intends to issue future equity compensation only under the 2008
Equity Incentive Plan, pursuant to which 2,753,448 shares
remained for issuance as of December 31, 2008.
(2)
These shares remain available for future issuance as stock
options, SARs, restricted stock, RSUs, performance shares and
units, and other stock-based awards.
35
Table of Contents
Total Number of Shares
Minimum Dollar Value of
Purchased as Part of
Shares that may Yet be
Total Number of
Average Price Per
Publicly Announced
Shares Purchased
Shares Purchased
Share
Program
under the Program
$
75,000,000
281,928
$
4.325
281,928
73,780,532
795,700
2.809
795,700
71,545,471
515,182
3.043
515,182
69,978,015
69,978,015
69,978,015
392,708
0.726
392,708
69,692,343
982,431
$
1.277
982,431
$
68,477,544
2,967,949
2,967,949
36
Table of Contents
12/31/2004
12/31/2005
12/31/2006
12/31/2007
12/31/2008
100.00
%
82.29
%
68.90
%
53.32
%
16.51
%
100.00
%
103.00
%
117.03
%
121.16
%
73.41
%
100.00
%
101.37
%
111.03
%
121.92
%
72.49
%
100.00
%
84.24
%
75.81
%
52.49
%
34.27
%
(1)
The Radio Index includes the stockholder returns for the
following companies: Saga Communications Inc, Radio One, Inc.
Entercom Communications Corp., Emmis Communications Corp., Cox
Radio Inc. and Clear Channel Communications.
37
Table of Contents
Item 6.
Selected
Consolidated Financial Data
Year Ended December 31,
2008
2007
2006(2)
2005(3)
2004
$
311,538
$
328,327
$
334,321
$
327,402
$
320,132
203,222
210,640
214,089
227,413
202,441
12,512
14,567
17,420
21,223
21,168
(5,862
)
(2,548
)
631
755
963
981
3,002
19,325
26,057
41,012
19,189
15,260
(215
)
(108
)
498,897
230,609
63,424
264,099
2,041
2,639
(425,090
)
(151,078
)
(39
)
(205,288
)
(78,369
)
(47,262
)
(60,425
)
(42,360
)
(22,715
)
(19,197
)
15,000
(986
)
(2,284
)
(1,192
)
(2,557
)
(10
)
117
(98
)
(239
)
(699
)
117,945
38,000
5,800
17,100
(25,547
)
(22,252
)
(49,432
)
(5,200
)
(361,669
)
(223,804
)
(44,181
)
(212,334
)
30,369
$
(361,669
)
$
(223,804
)
$
(44,181
)
$
(212,334
)
$
30,369
$
(8.55
)
$
(5.18
)
$
(0.87
)
$
(3.17
)
$
0.44
$
108,316
$
117,687
$
120,232
$
99,989
$
117,691
76,634
46,057
65,322
78,396
75,013
(6,754
)
(29
)
(19,217
)
(92,763
)
(28,757
)
(49,183
)
(16,134
)
(48,834
)
(12,472
)
(21,016
)
$
543,519
$
1,060,542
$
1,333,147
$
1,405,600
$
1,616,397
696,000
736,300
751,250
569,000
482,102
$
(248,147
)
$
119,278
$
337,007
$
587,043
$
884,964
(1)
Impairment charge recorded in connection with our annual
impairment testing under SFAS 142. See Footnote 4 for
further discussion.
(2)
See Item 7, Managements Discussion and Analysis
of Financial Condition and Results of Operations for a
quantitative reconcilation of Station Operating Income to its
most directly comparable financial measure calculated and
presented in accordance with GAAP.
(3)
We recorded certain immaterial adjustments to the 2006 and 2005
consolidated financial data. See Note 1 to our 2008
Consolidated Financial Statements appearing elsewhere in the
document.
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
38
Table of Contents
39
Table of Contents
40
Table of Contents
Year Ended December 31,
Percent Change
2008
2007
2006(1)
2008 vs. 2007
2007 vs. 2006
$
311,538
$
328,327
$
334,321
(5.1
)%
(1.8
)%
203,222
210,640
214,089
(3.5
)%
(1.6
)%
12,512
14,567
17,420
(14.1
)%
(16.4
)%
(5,862
)
(2,548
)
(100.0
)%
130.1
%
631
755
963
(16.5
)%
(21.6
)%
19,325
26,057
41,012
(25.8
)%
(36.5
)%
498,897
230,609
63,424
116.3
%
263.6
%
2,041
2,639
(22.7
)%
(425,090
)
(151,078
)
(39
)
181.4
%
**
(47,262
)
(60,425
)
(42,360
)
(21.8
)%
42.6
%
15,000
**
**
(986
)
(2,284
)
(100.0
)%
(56.8
)%
(10
)
117
(98
)
(108.5
)%
(219.4
)%
(32,272
)
(61,294
)
(44,742
)
(47.3
)%
37.0
%
117,945
38,000
5,800
210.4
%
555.2
%
(22,252
)
(49,432
)
(5,200
)
(55.0
)%
850.6
%
(361,669
)
(223,804
)
(44,181
)
61.6
%
406.6
%
$
(361,669
)
$
(223,804
)
$
(44,181
)
61.6
%
406.6
%
**
Calculation is not meaningful.
(1)
We recorded certain immaterial adjustments to the 2006
consolidated financial data. See Note 1 to our 2008
Consolidated Financial Statements appearing elsewhere in the
document.
41
Table of Contents
Year Ended
December 31,
Increase/
2008
2007
(Decrease)
$
33,850
$
54,446
$
(20,596
)
(190
)
(5,528
)
5,338
13,640
13,039
601
950
(868
)
1,818
(988
)
(664
)
(323
)
$
47,262
$
60,425
$
(13,162
)
42
Table of Contents
Year Ended December 31,
2008
2007
$
(425,090
)
$
(151,078
)
12,512
14,567
(5,862
)
631
755
4,663
9,212
14,662
16,845
498,897
230,609
2,041
2,639
$
108,316
$
117,687
43
Table of Contents
Year Ended
December 31,
Increase/
2007
2006
(Decrease)
$
54,446
$
47,124
$
7,322
(5,528
)
(5,594
)
66
(407
)
407
13,039
(1,107
)
14,146
(868
)
3,069
(3,937
)
(664
)
(725
)
61
$
60,425
$
42,360
$
18,065
44
Table of Contents
Year Ended December 31,
2007
2006
$
(151,078
)
$
(39
)
14,567
17,420
(5,862
)
(2,548
)
755
963
9,212
24,447
16,845
16,565
230,609
63,424
2,639
$
117,687
$
120,232
Year Ended December 31, 2007
Year Ended December 31, 2006
Historical
Pro Forma
Historical
Adjustments
Pro Forma
GAAP
Adjustments
Results
GAAP
(1)(2)
Results
$
328,327
$
$
328,327
$
334,322
$
(3,628
)
$
330,694
210,640
210,640
214,089
(3,314
)
(210,775
)
$
117,687
$
$
117,687
$
120,233
$
(314
)
$
119,919
(1)
Reflects the elimination of revenues from stations contributed
to CMP totaling $3,628.
(2)
Reflects the elimination of operating expenses from stations
contributed to CMP totaling $3,314.
(3)
See the preceding quantitative reconciliation of Station
Operating Income to operating income, the most directly
comparable financial measure calculated and presented in
accordance with GAAP.
45
Table of Contents
2008
2007
2006
$
1,008
$
975
$
12,577
6,069
4,789
9,211
115,300
764,950
637,500
6,522
104
224,040
33,122
54,887
45,623
46
Table of Contents
2008
2007
2006
$
76,654
$
46,057
$
65,322
2008
2007
2006
$
(6,754
)
$
(29
)
$
(19,217
)
47
Table of Contents
2008
2007
2006
$
(49,183
)
$
(16,134
)
$
(48,834
)
48
Table of Contents
December 31,
2007
2006
$
1,764
$
1,918
1,338
1,396
$
426
$
522
49
Table of Contents
A maximum leverage ratio;
A minimum fixed charges ratio; and
A limit on annual capital expenditures.
Covenant
Actual
Requirement
ratio
<8.50
7.40
>1.1
1.86
50
Table of Contents
8.50 to 1.00
8.00 to 1.00
7.50 to 1.00
7.00 to 1.00
6.50 to 1.00
51
Table of Contents
Less Than
2 to 3
4 to 5
After 5
Total
1 Year
Years
Years
Years
$
696,000
$
7,400
$
14,800
$
14,800
$
659,000
47,993
8,765
13,500
10,288
15,440
4,200
420
1,120
2,660
38,386
7,680
15,790
14,916
786,579
23,845
44,510
41,124
677,100
(1)
Under our credit agreement, the maturity of our outstanding debt
could be accelerated if we do not maintain certain restrictive
financial and operating covenants.
(2)
Based on long-term debt amounts outstanding at December 31,
2008, scheduled annual principal amortization and the current
effective interest rate on such long-term debt amounts
outstanding, we would be obligated to pay approximately
$131.1 million of interest on borrowings through June 2014
($26.3 million due in less than one, year,
$51.8 million due in years two and three,
$49.1 million due in years four and five, and
$3.9 million due after five years.
(3)
Amount represents the estimated capital requirements to convert
212 of our stations to a digital broadcasting format in future
periods.
(4)
Consists of contractual obligations for goods or services that
are enforceable and legally binding obligations that include all
significant terms. In addition, amounts include
$2.5 million of station acquisitions purchase price that
was deferred beyond the closing of the transaction and that is
being paid monthly over a
5-year
period and also includes employment contract with CEO,
Mr. L. Dickey.
52
Table of Contents
53
Table of Contents
Item 7A.
Quantitative
and Qualitative Disclosures About Market Risk
Item 8.
Financial
Statements and Supplementary Data
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
54
Table of Contents
Item 9A.
Controls
and Procedures
(a)
Evaluation
of Disclosure Controls and Procedures
(b)
Managements
Report on Internal Control over Financial Reporting
55
Table of Contents
Martin R. Gausvik
Chairman, President, Chief Executive Officer and Director
Executive Vice President, Treasurer, and
Chief Financial Officer
(c)
Changes
in Internal Control over Financial Reporting
Item 9B.
Other
Information
56
Table of Contents
Item 10. | Directors and Executive Officers and Corporate Governance |
Item 11. | Executive Compensation |
Item 12. | Security Ownership of Certain Beneficial Owners & Management and Related Stockholder Matters |
Item 13. | Certain Relationships and Related Transactions, and Director Independence |
Item 14. | Principal Accountant Fees and Services |
Item 15. | Exhibits and Financial Statement Schedules |
3 | .1 | Amended and Restated Certificate of Incorporation of Cumulus Media Inc., as amended (incorporated herein by reference to Exhibit 3.1 to the Companys Form 8-K, filed on November 26, 2008). | ||
3 | .2 | Amended and Restated Bylaws of Cumulus Media Inc. (incorporated herein by reference to Exhibit 3.2 of the Companys Form 8-K, filed on November 26, 2008). | ||
4 | .1 | Form of Class A Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 of our current report on Form 8-K, filed on August 2, 2002). | ||
4 | .2 | Voting Agreement, dated as of June 30, 1998, by and between NationsBanc Capital Corp., Cumulus Media Inc. and the stockholders named therein (incorporated herein by reference to Exhibit 4.2 of our quarterly report on Form 10-Q for the period ended September 30, 2001). |
57
4 | .3 | Shareholder Agreement, dated as of the March 28, 2002, by and between BancAmerica Capital Investors SBIC I, L.P. and Cumulus Media Inc. (incorporated herein by reference to Exhibit(d)(3) of our Schedule TO-I, filed on May 17, 2006). | ||
4 | .4 | Voting Agreement, dated as of January 6, 2009, by and among Cumulus Media, Inc. and the Dickey stockholders. (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K, filed on January 6, 2009). | ||
10 | .1 | Cumulus Media Inc. 1998 Employee Stock Incentive Plan (incorporated herein by reference to Exhibit 10.9 of our registration statement on Form S-1, filed on June 25, 1998 and declared effective on June 26, 1998 (Commission File No. 333-48849). | ||
10 | .2 | Cumulus Media Inc. 1999 Stock Incentive Plan (incorporated herein by reference to Exhibit 4.1 of our registration statement on Form S-8, filed on June 7, 2001 (Commission File No. 333-62542)). | ||
10 | .3 | Cumulus Media Inc. 1999 Executive Stock Incentive Plan (incorporated herein by reference to Exhibit 4.2 of our registration statement on Form S-8, filed on June 7, 2001 (Commission File No. 333-62542)). | ||
10 | .4 | Cumulus Media Inc. 2000 Stock Incentive Plan (incorporated herein by reference to Exhibit 4.1 of our registration statement on Form S-8, filed on June 7, 2001 (Commission File No. 333-62538)). | ||
10 | .5 | Cumulus Media Inc. 2002 Stock Incentive Plan (incorporated herein by reference to Exhibit 4.1 of our registration statement on Form S-8, filed on April 15, 2003 (Commission File No. 333-104542)). | ||
10 | .6 | Amended and Restated Cumulus Media 2004 Equity Incentive Plan (incorporated herein by reference to Exhibit A of our proxy statement on Schedule 14A, filed on April 13, 2007 (Commission File No. 333-118047)). | ||
10 | .7 | Cumulus Media 2008 Equity Incentive Plan (incorporated herein by reference to Exhibit A of our proxy statement on Schedule 14A, filed on October 17, 2008 (Commission File No. 000-24525)). | ||
10 | .8 | Form of Restricted Shares Agreement for awards under the Cumulus Media, Inc. 1998 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Companys Form 8-K, filed on May 27, 2008). | ||
10 | .9 | Restricted Stock Award, dated April 25, 2005, between Cumulus Media Inc. and Lewis W. Dickey, Jr. (incorporated herein by reference to Exhibit 10.1 of our current report on Form 8-K, filed on April 29, 2005). | ||
10 | .10 | Form of Restricted Stock Award (incorporated herein by reference to Exhibit 10.2 of our current report on Form 8-K, filed on April 29, 2005). | ||
10 | .11 | Form of Restricted Share Award Certificate (incorporated herein by reference to Exhibit (d)(7) of our Schedule TO-I, filed on December 1, 2008). | ||
10 | .12 | Form of New Option Award Certificate (incorporated herein by reference to Exhibit (d)(8) of our Schedule TO-I, filed on December 1, 2008). | ||
10 | .13 | Form of 2008 Equity Incentive Plan Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 of our current report on form 8-K, filed on March 4, 2009.). | ||
10 | .14* | Form of 2008 Equity Incentive Plan Stock Option Award Agreement. | ||
10 | .15 | Third Amended and Restated Employment Agreement between Cumulus Media Inc. and Lewis W. Dickey, Jr. (incorporated herein by reference to Exhibit 10.1 to our current report on Form 8-K, filed on December 22, 2006). | ||
10 | .16 | First Amendment to Employment Agreement, dated as of December 31, 2008, between Cumulus Media, Inc. and Lewis W. Dickey, Jr. (incorporated herein by reference to Exhibit 10.2 to the Companys Form 8-K, filed on January 6, 2009). | ||
10 | .17 | Employment Agreement between Cumulus Media Inc. and John G. Pinch (incorporated herein by reference to Exhibit 10.2 of our quarterly report on Form 10-Q for the period ended September 30, 2001). | ||
10 | .18 | First Amendment to Employment Agreement, dated as of December 31, 2008, between Cumulus Media, Inc. and John G. Pinch. (incorporated herein by reference to Exhibit 10.4 to the Companys Form 8-K, filed on January 6, 2009). | ||
10 | .19 | Employment Agreement between Cumulus Media Inc. and Martin Gausvik (incorporated herein by reference to Exhibit 10.3 of our quarterly report on Form 10-Q for the period ended September 30, 2001). |
58
10 | .20 | First Amendment to Employment Agreement, dated as of December 31, 2008, between Cumulus Media, Inc. and Martin R. Gausvik. (incorporated herein by reference to Exhibit 10.5 to the Companys Form 8-K, filed on January 6, 2009). | ||
10 | .21 | Employment Agreement between Cumulus Media Inc. and John W. Dickey (incorporated herein by reference to Exhibit 10.4 of our quarterly report on Form 10-Q for the period ended September 30, 2001). | ||
10 | .22 | First Amendment to Employment Agreement, dated as of December 31, 2008, between Cumulus Media, Inc. and John W. Dickey. (incorporated herein by reference to Exhibit 10.3 to the Companys Form 8-K, filed on January 6, 2009). | ||
10 | .23 | Registration Rights Agreement, dated as of June 30, 1998, by and among Cumulus Media Inc., NationsBanc Capital Corp., Heller Equity Capital Corporation, The State of Wisconsin Investment Board and The Northwestern Mutual Life Insurance Company (incorporated herein by reference to Exhibit 4.1 of our quarterly report on Form 10-Q for the period ended September 30, 2001). | ||
10 | .24 | Amended and Restated Registration Rights Agreement, dated as of January 23, 2002, by and among Cumulus Media Inc., Aurora Communications, LLC and the other parties identified therein (incorporated herein by reference to Exhibit 2.2 of our current report on Form 8-K, filed on February 7, 2002). | ||
10 | .25 | Registration Rights Agreement, dated March 28, 2002, between Cumulus Media Inc. and DBBC, L.L.C. (incorporated herein by reference to Exhibit 10.18 of our annual report on Form 10-K for the year ended December 31, 2002). | ||
10 | .26 | Credit Agreement, dated as of June 7, 2006, among Cumulus Media Inc., the Lenders party thereto, and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to 10.1 of our current report on Form 8-K, filed on June 8, 2006). | ||
10 | .27 | Guarantee and Collateral Agreement, dated as of June 15, 2006, among the Cumulus Media Inc., its Subsidiaries identified therein, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 of our quarterly report on Form 10-Q for the quarter ended September 30, 2006. | ||
10 | .28 | Amendment No. 1 to Credit Agreement, dated as of June 11, 2007, among Cumulus Media Inc., the Lenders party thereto, and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 of our current report on Form 8-K, filed on June 15, 2007). | ||
10 | .29 | Termination Agreement and Release, dated as of May 11, 2008, between Cumulus Media, Inc., Cloud Acquisition Corporation and Cloud Merger Corporation. (incorporated herein by reference to Exhibit 10.1 to the Companys Form 8-K, filed on May 12, 2008). | ||
16 | .1 | Letter regarding a change in the certifying accountant, dated as of June 23, 2008 from KPMG LLP to the Securities and Exchange Commission. (incorporated herein by reference to Exhibit 16.1 to the Companys Form 8-K, filed on June 23, 2008). | ||
21 | .1 | Subsidiaries of Cumulus Media Inc. (incorporated herein by reference to Exhibit 21.1 to the Companys Form 10-K, filed on March 16, 2008). | ||
23 | .1* | Consent of PricewaterhouseCoopers LLP. | ||
23 | .2* | Consent of KPMG, LLP | ||
31 | .1* | Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
31 | .2* | Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
32 | .1* | Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* | Filed herewith |
59
By
Chairman, President,
Chief Executive Officer and Director, (Principal Executive
Officer)
March 16, 2009
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
March 16, 2009
Director
March 16, 2009
Director
March 16, 2009
Director
March 16, 2009
Director
March 16, 2009
60
Page in
this
Report
F-2
F-5
F-6
F-7
F-8
F-9
S-1
F-1
Table of Contents
F-2
Table of Contents
F-3
Table of Contents
F-4
Table of Contents
2008 | 2007 | |||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 53,003 | $ | 32,286 | ||||
Accounts receivable, less allowance for doubtful accounts of
$1,771 and $1,839, respectively
|
44,199 | 52,496 | ||||||
Prepaid expenses and other current assets
|
3,287 | 5,835 | ||||||
Total current assets
|
100,489 | 90,617 | ||||||
Property and equipment, net
|
55,124 | 61,735 | ||||||
Intangible assets, net
|
325,134 | 783,638 | ||||||
Goodwill
|
58,891 | 98,300 | ||||||
Investment in affiliate
|
| 22,252 | ||||||
Other assets
|
3,881 | 4,000 | ||||||
Total assets
|
$ | 543,519 | $ | 1,060,542 | ||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$ | 20,644 | $ | 23,916 | ||||
Current portion of long-term debt
|
7,400 | 13,490 | ||||||
Total current liabilities
|
28,044 | 37,406 | ||||||
Long-term debt
|
688,600 | 722,810 | ||||||
Other liabilities
|
30,543 | 18,158 | ||||||
Deferred income taxes
|
44,479 | 162,890 | ||||||
Total liabilities
|
$ | 791,666 | $ | 941,264 | ||||
Commitments and Contingencies
|
||||||||
Stockholders (deficit) equity:
|
||||||||
Preferred stock, 20,262,000 shares authorized, par value
$0.01 per share, including: 250,000 shares designated as
13
3
/
4
%
Series A Cumulative Exchangeable Redeemable Preferred Stock
due 2009, stated value $1,000 per share 0 shares issued or
outstanding and 12,000 shares designated as 12%
Series B Cumulative Preferred Stock, stated value $10,000
per share; 0 shares issued or outstanding in both 2008 and
2007.
|
| | ||||||
Class A common stock, par value $.01 per share;
200,000,000 shares authorized; 59,572,592 and
59,468,086 shares issued and 34,945,290 and
37,101,154 shares outstanding in 2008 and 2007,
respectively.
|
596 | 595 | ||||||
Class B common stock, par value $.01 per share;
20,000,000 shares authorized; 5,809,191 shares issued
and outstanding in 2008 and 2007, respectively
|
58 | 58 | ||||||
Class C common stock, par value $.01 per share;
30,000,000 shares authorized; 644,871 shares issued
and outstanding in both 2008 and 2007.
|
6 | 6 | ||||||
Treasury stock, at cost, 24,627,302 and 22,366,932 shares
in 2008 and 2007, respectively
|
(265,278 | ) | (267,084 | ) | ||||
Accumulated other comprehensive income
|
828 | 4,800 | ||||||
Additional
paid-in-capital
|
967,676 | 971,267 | ||||||
Accumulated deficit
|
(952,033 | ) | (590,364 | ) | ||||
Total stockholders (deficit) equity
|
(248,147 | ) | 119,278 | |||||
Total liabilities and stockholders (deficit) equity
|
$ | 543,519 | $ | 1,060,542 | ||||
F-5
2008 | 2007 | 2006 | ||||||||||
Broadcast revenues
|
$ | 307,538 | $ | 324,327 | $ | 331,691 | ||||||
Management fee revenues from affiliate
|
4,000 | 4,000 | 2,630 | |||||||||
Net revenues
|
311,538 | 328,327 | 334,321 | |||||||||
Operating expenses:
|
||||||||||||
Station operating expenses (excluding depreciation, amortization
and LMA fees)
|
203,222 | 210,640 | 214,089 | |||||||||
Depreciation and amortization
|
12,512 | 14,567 | 17,420 | |||||||||
Gain on assets sold/transferred to affiliate
|
| (5,862 | ) | (2,548 | ) | |||||||
LMA fees
|
631 | 755 | 963 | |||||||||
Corporate general and administrative (including non cash stock
compensation expense of $4,663, $9,212, and $24,447,
respectively)
|
19,325 | 26,057 | 41,012 | |||||||||
Impairment of goodwill and intangible assets
|
498,897 | 230,609 | 63,424 | |||||||||
Costs associated with terminated transaction
|
2,041 | 2,639 | | |||||||||
Total operating expenses
|
736,628 | 479,405 | 334,360 | |||||||||
Operating loss
|
(425,090 | ) | (151,078 | ) | (39 | ) | ||||||
Nonoperating income (expense):
|
||||||||||||
Interest expense
|
(48,250 | ) | (61,089 | ) | (43,085 | ) | ||||||
Interest income
|
988 | 664 | 725 | |||||||||
Terminated transaction fee
|
15,000 | |||||||||||
Losses on early extinguishment of debt
|
| (986 | ) | (2,284 | ) | |||||||
Other income (expense), net
|
(10 | ) | 117 | (98 | ) | |||||||
Total nonoperating expense, net
|
(32,272 | ) | (61,294 | ) | (44,742 | ) | ||||||
Loss before income taxes
|
(457,362 | ) | (212,372 | ) | (44,781 | ) | ||||||
Income tax benefit
|
117,945 | 38,000 | 5,800 | |||||||||
Equity losses in affiliate
|
(22,252 | ) | (49,432 | ) | (5,200 | ) | ||||||
Net loss
|
$ | (361,669 | ) | $ | (223,804 | ) | $ | (44,181 | ) | |||
Basic and diluted income (loss) per common share:
|
||||||||||||
Basic and diluted loss per common share
|
$ | (8.55 | ) | $ | (5.18 | ) | $ | (0.87 | ) | |||
Weighted average basic and diluted common shares outstanding
|
42,314,578 | 43,187,447 | 50,824,383 | |||||||||
F-6
Class A
|
Class B
|
Class C
|
Accumulated
|
|||||||||||||||||||||||||||||||||||||||||||||
Common Stock | Common Stock | Common Stock |
Other
|
Additional
|
Total
|
|||||||||||||||||||||||||||||||||||||||||||
Number
|
Par
|
Number
|
Par
|
Number
|
Par
|
Treasury
|
Comprehensive
|
Paid-In
|
Accumulated
|
Loans to
|
Stockholders
|
|||||||||||||||||||||||||||||||||||||
of Shares | Value | of Shares | Value | of Shares | Value | Stock | Income | Capital | Deficit | Officers | Equity | |||||||||||||||||||||||||||||||||||||
Balance at January 1, 2006
|
58,307,248 | $ | 583 | 11,630,759 | $ | 116 | 644,871 | $ | 6 | $ | (110,379 | ) | $ | 7,401 | $ | 1,016,687 | $ | (322,379 | ) | $ | (4,992 | ) | $ | 587,043 | ||||||||||||||||||||||||
Net loss
|
| | | | | | | | | (44,588 | ) | | (44,588 | ) | ||||||||||||||||||||||||||||||||||
Other comprehensive income:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Reclassifcattion from other comprehensive income upon hedge
accounting discontinuation
|
(407 | ) | 407 | | ||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of derivative instrument
|
| | | | | | | (373 | ) | | | | (373 | ) | ||||||||||||||||||||||||||||||||||
Total comprehensive income (loss)
|
| | | | | | | (780 | ) | | (44,181 | ) | | (44,961 | ) | |||||||||||||||||||||||||||||||||
Issuance of common stock
|
543,038 | 5 | | | | | | | 1,676 | | | 1,681 | ||||||||||||||||||||||||||||||||||||
Class B shares canceled
|
| | (5,000,000 | ) | (50 | ) | | | | | (57,450 | ) | | | (57,500 | ) | ||||||||||||||||||||||||||||||||
Purchase of Stock Options and restricted stock
|
| | | | | | (5,275 | ) | | (6,850 | ) | | | (12,125 | ) | |||||||||||||||||||||||||||||||||
Officer loan repayment
|
| | | | | | | | | | 4,992 | 4,992 | ||||||||||||||||||||||||||||||||||||
Non cash stock compensation expense
|
| | | | | | | | 24,417 | | | 24,417 | ||||||||||||||||||||||||||||||||||||
Treasury stock buybacks
|
| | | | | | (166,540 | ) | | | | | (166,540 | ) | ||||||||||||||||||||||||||||||||||
Balance at December 31, 2006 (Note 1)
|
58,850,286 | 588 | 6,630,759 | 66 | 644,871 | 6 | (282,194 | ) | 6,621 | 978,480 | (366,560 | ) | | $ | 337,007 | |||||||||||||||||||||||||||||||||
Net loss
|
| | | | | | | | | (223,804 | ) | | (223,804 | ) | ||||||||||||||||||||||||||||||||||
Other comprehensive income:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of derivative instrument
|
| | | | | | | (1,821 | ) | | | | (1,821 | ) | ||||||||||||||||||||||||||||||||||
Total comprehensive income (loss)
|
| | | | | | | (1,821 | ) | | (223,804 | ) | | (225,625 | ) | |||||||||||||||||||||||||||||||||
Issuance of common stock
|
156,232 | 2 | | | | | | | 1,262 | | | 1,264 | ||||||||||||||||||||||||||||||||||||
Restricted shares issued from treasury
|
(360,000 | ) | (3 | ) | | | | | 17,690 | | (17,687 | ) | | | | |||||||||||||||||||||||||||||||||
Treasury stock buyback
|
| | | | | | (2,580 | ) | | | | | (2,580 | ) | ||||||||||||||||||||||||||||||||||
Class B shares transferred for A shares
|
821,568 | 8 | (821,568 | ) | (8 | ) | | | | | | | | |||||||||||||||||||||||||||||||||||
Non cash stock compensation expense
|
| | | | | | | | 9,212 | | | 9,212 | ||||||||||||||||||||||||||||||||||||
Balance at December 31, 2007
|
59,468,086 | $ | 595 | 5,809,191 | $ | 58 | 644,871 | $ | 6 | $ | (267,084 | ) | $ | 4,800 | $ | 971,267 | $ | (590,364 | ) | $ | | $ | 119,278 | |||||||||||||||||||||||||
Net loss
|
(361,669 | ) | (361,669 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income:
|
| |||||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of derivative instrument
|
| | | | | | | (3,972 | ) | | | | (3,972 | ) | ||||||||||||||||||||||||||||||||||
Total comprehensive income (loss)
|
| | | | | | (3,972 | ) | | (361,669 | ) | | (365,641 | ) | ||||||||||||||||||||||||||||||||||
Issuance of common stock
|
104,506 | 1 | | | | | | | 707 | | | 708 | ||||||||||||||||||||||||||||||||||||
Restricted shares issued from treasury
|
| | | | | | 5,409 | | (5,409 | ) | | | | |||||||||||||||||||||||||||||||||||
Dutch offer fees
|
| | | | | | (33 | ) | | | | | (33 | ) | ||||||||||||||||||||||||||||||||||
Share repurchase program
|
| | | | | | (6,522 | ) | | | | | (6,522 | ) | ||||||||||||||||||||||||||||||||||
Shares returned in lieu of tax payments
|
| | | | | | (168 | ) | | | | | (168 | ) | ||||||||||||||||||||||||||||||||||
Non cash stock compensation expense
|
| | | | | | | | 4,231 | | | 4,231 | ||||||||||||||||||||||||||||||||||||
Restricted shares issued in connection with exchange offer
|
| | | | | | 3,120 | | (3,120 | ) | | | | |||||||||||||||||||||||||||||||||||
Balance at December 31, 2008
|
59,572,592 | $ | 596 | 5,809,191 | $ | 58 | 644,871 | $ | 6 | $ | (265,278 | ) | $ | 828 | $ | 967,676 | $ | (952,033 | ) | $ | | $ | (248,147 | ) | ||||||||||||||||||||||||
F-7
2008 | 2007 | 2006 | ||||||||||
Cash flows from operating activities:
|
||||||||||||
Net loss
|
$ | (361,669 | ) | $ | (223,804 | ) | $ | (44,181 | ) | |||
Adjustments to reconcile net loss to net cash provided by
operating activities:
|
||||||||||||
Loss on early extinguishment of debt
|
| 986 | 2,284 | |||||||||
Depreciation and amortization
|
12,512 | 14,567 | 17,420 | |||||||||
Amortization of debt issuance costs
|
434 | 421 | 201 | |||||||||
Amortization of derivative gain
|
(3,972 | ) | (1,821 | ) | | |||||||
Provision for doubtful accounts
|
3,754 | 2,954 | 3,313 | |||||||||
Loss (gain) on sale of assets or stations
|
(21 | ) | (5,890 | ) | 39 | |||||||
Change in the fair value of derivative instruments
|
13,640 | 13,039 | (562 | ) | ||||||||
Equity losses in affiliate
|
22,252 | 49,432 | 2,652 | |||||||||
Impairment of goodwill and intangible assets
|
498,897 | 230,609 | 63,424 | |||||||||
Deferred income taxes
|
(118,411 | ) | (34,154 | ) | (3,607 | ) | ||||||
Non-cash stock compensation
|
4,663 | 9,212 | 24,447 | |||||||||
Changes in assets and liabilities, net of effects of
acquisitions/dispositions:
|
||||||||||||
Accounts receivable
|
4,543 | (437 | ) | (6,519 | ) | |||||||
Prepaid expenses and other current assets
|
2,548 | 323 | 3,746 | |||||||||
Accounts payable and accrued expenses
|
(523 | ) | (8,113 | ) | 1,264 | |||||||
Other assets
|
(315 | ) | 1,231 | 1,530 | ||||||||
Other liabilities
|
(1,678 | ) | (2,498 | ) | (129 | ) | ||||||
Net cash provided by operating activities
|
76,654 | 46,057 | 65,322 | |||||||||
Cash flows from investing activities:
|
||||||||||||
Investment in affiliate net of advisory fees
|
| | (2,733 | ) | ||||||||
Proceeds from sale of assets or radio stations
|
323 | 6,000 | | |||||||||
Purchase of intangible assets
|
(1,008 | ) | (975 | ) | (9,844 | ) | ||||||
Escrow payments
|
| | 2,597 | |||||||||
Acquisition costs
|
| (265 | ) | (26 | ) | |||||||
Capital expenditures
|
(6,069 | ) | (4,789 | ) | (9,211 | ) | ||||||
Net cash used in investing activities
|
(6,754 | ) | (29 | ) | (19,217 | ) | ||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from bank credit facility
|
75,000 | 750,000 | 819,750 | |||||||||
Repayments of borrowings from bank credit facility
|
(115,300 | ) | (764,950 | ) | (637,500 | ) | ||||||
Tax withholding paid on behalf of employees
|
(2,413 | ) | (311 | ) | | |||||||
Payments for officer options and restricted stock
|
| | (12,125 | ) | ||||||||
Payments for debt issuance costs
|
| (1,072 | ) | (1,592 | ) | |||||||
Proceeds from collection of officer loan
|
| | 4,992 | |||||||||
Payments for repurchases of common stock
|
(6,522 | ) | (104 | ) | (224,040 | ) | ||||||
Proceeds from issuance of common stock
|
52 | 303 | 1,681 | |||||||||
Net cash used in financing activities
|
(49,183 | ) | (16,134 | ) | (48,834 | ) | ||||||
Increase (decrease) in cash and cash equivalents
|
20,717 | 29,894 | (2,729 | ) | ||||||||
Cash and cash equivalents at beginning of year
|
32,286 | 2,392 | 5,121 | |||||||||
Cash and cash equivalents at end of year
|
$ | 53,003 | $ | 32,286 | $ | 2,392 | ||||||
Supplemental disclosures of cash flow information:
|
||||||||||||
Interest paid
|
$ | 33,122 | $ | 54,887 | $ | 45,623 | ||||||
Trade revenue
|
$ | 14,821 | $ | 17,884 | $ | 19,025 | ||||||
Trade expense
|
$ | 14,499 | $ | 17,942 | $ | 19,022 |
F-8
1. | Summary of Significant Accounting Policies: |
F-9
F-10
F-11
F-12
| A $13.6 million non-cash charge recorded by the Company in 2005 related to the termination of our contract with our former national advertising agent. | |
| Potential commission rebates from Katz if national revenue does not meet certain targets for certain periods during the contract term. These amounts are measured annually with settlement to occur shortly thereafter. | |
| Potential additional commissions in excess of the base rates if Katz should exceed certain revenue target. No additional commission payments have been assumed. |
F-13
F-14
2. | Acquisitions and Dispositions |
F-15
December 31, | ||||||||
2007 | 2006 | |||||||
Net revenue
|
$ | 1,764 | $ | 1,918 | ||||
Total Expense
|
1,338 | 1,396 | ||||||
Operating Income
|
$ | 426 | $ | 522 | ||||
3. | Property and Equipment |
Estimated
|
||||||||||||
Useful Life | 2008 | 2007 | ||||||||||
Land
|
$ | 10,381 | $ | 10,456 | ||||||||
Broadcasting and other equipment
|
3 to 7 years | 123,997 | 121,670 | |||||||||
Computer and capitalized software costs
|
1 to 3 years | 11,740 | 10,045 | |||||||||
Furniture and fixtures
|
5 years | 11,833 | 11,835 | |||||||||
Leasehold improvements
|
5 years | 10,297 | 8,667 | |||||||||
Buildings
|
20 years | 27,687 | 27,693 | |||||||||
Construction in progress
|
1,873 | 2,073 | ||||||||||
197,808 | 192,439 | |||||||||||
Less accumulated depreciation
|
(142,684 | ) | (130,704 | ) | ||||||||
$ | 55,124 | $ | 61,735 | |||||||||
4. | Goodwill and Other Intangible Assets |
F-16
As of December 31, | ||||||||
2008 | 2007 | |||||||
Amortized Intangible Assets: Non-Compete Agreements Gross
Carrying Value
|
$ | 3,100 | $ | 3,100 | ||||
Accumulated Amortization
|
(3,097 | ) | (3,088 | ) | ||||
Net Value
|
$ | 3 | $ | 12 | ||||
Unamortized Intangible Assets:
|
||||||||
Licenses for Digital Broadcasting Technology
|
1,200 | 1,200 | ||||||
FCC Broadcast Licenses
|
323,931 | 782,426 | ||||||
325,134 | 783,638 | |||||||
Aggregate Amortization Expense for Non-Compete Agreements:
|
||||||||
Year ended December 31, 2006
|
$ | 292 | ||||||
Year ended December 31, 2007
|
$ | 10 | ||||||
Year ended December 31, 2008
|
$ | 10 | ||||||
Estimated Amortization Expense:
|
||||||||
For the year ending December 31, 2009
|
$ | 2 |
Goodwill | ||||
Balance as of December 31, 2006
|
$ | 176,791 | ||
Acquisitions
|
| |||
Dispositions
|
| |||
Impairment charge
|
(78,491 | ) | ||
Balance as of December 31, 2007
|
$ | 98,300 | ||
Acquisitions
|
| |||
Dispositions
|
| |||
Impairment charge
|
(39,410 | ) | ||
Balance as of December 31, 2008
|
$ | 58,890 | ||
F-17
F-18
5. | Accounts Payable and Accrued Expenses |
2008 | 2007 | |||||||
Accounts payable
|
$ | 2,484 | $ | 1,129 | ||||
Accrued compensation
|
1,181 | 1,702 | ||||||
Accrued commissions
|
2,150 | 2,421 | ||||||
Accrued taxes
|
2,365 | 3,212 | ||||||
Barter payable
|
1,949 | 2,486 | ||||||
Accrued professional fees
|
1,536 | 1,006 | ||||||
Due to seller of acquired companies
|
42 | 461 | ||||||
Accrued interest
|
3,719 | 2,621 | ||||||
Accrued employee benefits
|
36 | 855 | ||||||
Non-cash contract termination liability
|
2,126 | 1,954 | ||||||
Accrued other
|
1,761 | 2,149 | ||||||
Deferred revenue
|
59 | 220 | ||||||
Tax withheld on executive compensation
|
| 2,242 | ||||||
Accrued transaction costs
|
1,236 | 1,458 | ||||||
Total accounts payable and accrued expenses
|
$ | 20,644 | $ | 23,916 | ||||
6. | Derivative Instruments |
F-19
7. | Fair Value Measurements |
F-20
Quoted
|
Significant
|
|||||||||||||||
Prices in
|
Other
|
Significant
|
||||||||||||||
Active
|
Observable
|
Unobservable
|
||||||||||||||
Total Fair
|
Markets
|
Inputs
|
Inputs
|
|||||||||||||
Value | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Financial assets:
|
||||||||||||||||
Cash equivalents:
|
||||||||||||||||
Money market funds
|
$ | 46,353 | $ | 16,340 | 30,013 | $ | | |||||||||
Total assets
|
$ | 46,353 | $ | 16,340 | $ | 30,013 | $ | | ||||||||
Financial Liabilities:
|
||||||||||||||||
Interest rate swap
|
$ | (3,043 | ) | $ | | $ | (3,043 | ) | $ | | ||||||
Interest rate swap option
|
(15,464 | ) | | (15,464 | ) | | ||||||||||
Total liabilities
|
$ | (18,507 | ) | $ | | $ | (18,507 | ) | $ | | ||||||
8. | Investment in Affiliate |
F-21
Successor | Predecessor | |||||||||||||||
8 Months Ended
|
4 Months Ended
|
|||||||||||||||
December 31,
|
May 04,
|
|||||||||||||||
2008 | 2007 | 2006 | 2006 | |||||||||||||
Income Statement Data:
|
||||||||||||||||
Revenues
|
$ | 212,429 | $ | 234,544 | $ | 163,602 | $ | 69,614 | ||||||||
Operating expenses
|
129,096 | 133,150 | 97,900 | 51,708 | ||||||||||||
Equity in loss
|
22,252 | 49,432 | 5,200 | | ||||||||||||
Net loss
|
(545,853 | ) | 197,821 | 22,064 | 2,517 | |||||||||||
Balance sheet data:
|
||||||||||||||||
Assets
|
722,788 | 1,355,579 | ||||||||||||||
Liabilities
|
1,178,104 | 1,264,614 | ||||||||||||||
Shareholders equity
|
(455,316 | ) | 90,965 |
December 31,
|
||||
2008 | ||||
Book basis of radio stations contributed to Affiliate
|
$ | 71,623 | ||
Gain on radio stations contributed to Affiliate
|
2,548 | |||
Cash contributed to Affiliate
|
6,250 | |||
Receipt of advisory fee from Affiliate
|
(3,537 | ) | ||
Equity losses in Affiliate
|
(5,200 | ) | ||
Investment in Affiliate at December 31, 2006
|
$ | 71,684 | ||
Equity losses in Affiliate in 2007
|
(49,432 | ) | ||
Investment in Affiliate at December 31, 2007
|
$ | 22,252 | ||
Equity losses in Affiliate in 2008
|
(22,252 | ) | ||
Investment in Affiliate at December 31, 2008
|
$ | | ||
F-22
9. | Long-Term Debt |
2008 | 2007 | |||||||
Term loan and revolving credit facilities
|
$ | 696,000 | $ | 736,300 | ||||
Less: Current portion of long-term debt
|
7,400 | 13,490 | ||||||
$ | 688,600 | $ | 722,810 | |||||
2009
|
$ | 7,400 | ||
2010
|
7,400 | |||
2011
|
7,400 | |||
2012
|
7,400 | |||
2013
|
7,400 | |||
Thereafter
|
659,000 | |||
$ | 696,000 | |||
F-23
| A maximum leverage ratio; | |
| A minimum fixed charges ratio; and | |
| A limit on annual capital expenditures. |
F-24
10. | Stockholders Equity |
(a) | Common Stock |
F-25
(b) | Share Repurchases |
(c) | Stock Purchase Plan |
F-26
Class A
|
||||||||
Issue
|
Common Shares
|
|||||||
Issue Date
|
Price | Issued | ||||||
January 10, 2000
|
$ | 14.18 | 17,674 | |||||
January 17, 2001
|
$ | 3.08 | 50,194 | |||||
January 8-23, 2002
|
$ | 3.19 | 558,161 | |||||
January 2-24, 2003
|
$ | 12.61 | 124,876 | |||||
January
26-30,
2004
|
$ | 13.05 | 130,194 | |||||
January 2-28, 2005
|
$ | 12.82 | 136,110 | |||||
January 2-31, 2006
|
$ | 10.55 | 124,598 | |||||
March 2-31, 2007
|
$ | 8.83 | 108,575 | |||||
February 1-29, 2008
|
$ | 6.83 | 96,006 |
11. | Stock Options and Restricted Stock |
F-27
F-28
F-29
2006 | ||||
Compensation cost related to the original repurchased grant
|
$ | 3,378 | ||
Deferred bonus shares expensed
|
6,986 | |||
Current year FAS 123 R amortization of time vested
restricted shares
|
30 | |||
Total non-cash compensation costs
|
$ | 10,394 | ||
F-30
F-31
F-32
F-33
F-34
F-35
Weighted
|
||||||||
Average
|
||||||||
Shares | Exercise Price | |||||||
Outstanding at December 31, 2005
|
10,073,220 | $ | 14.40 | |||||
Granted
|
431,050 | 9.40 | ||||||
Exercised
|
(58,440 | ) | 6.26 | |||||
Canceled or repurchased
|
(1,471,396 | ) | 14.09 | |||||
Outstanding at December 31, 2006
|
8,974,434 | $ | 15.09 | |||||
Granted
|
10,000 | 9.97 | ||||||
Exercised
|
(51,657 | ) | 6.37 | |||||
Canceled or repurchased
|
(254,117 | ) | 13.69 | |||||
Outstanding at December 31, 2007
|
8,678,660 | $ | 15.16 | |||||
Granted
|
956,869 | 2.95 | ||||||
Exercised
|
(4,500 | ) | 5.92 | |||||
Canceled or repurchased
|
(7,577,704 | ) | 14.94 | |||||
Outstanding at December 31, 2008
|
2,053,325 | $ | 14.43 | |||||
Outstanding as of
|
Weighted Average
|
Weighted
|
Exercisable as of
|
Weighted
|
||||||||||||||||
Range of
|
December 31,
|
Remaining
|
Average
|
December 31,
|
Average
|
|||||||||||||||
Exercise Prices
|
2008 | Contractual Life | Exercise Price | 2008 | Exercise Price | |||||||||||||||
$ 0.00-2.78
|
189,240 | 10.00 years | $ | 2.54 | | $ | | |||||||||||||
$ 2.79-5.57
|
767,629 | 10.00 years | 3.06 | | | |||||||||||||||
$ 5.58-8.35
|
51,704 | 1.13 years | 6.31 | 51,704 | 6.31 | |||||||||||||||
$ 8.36-11.14
|
49,674 | 6.9 years | 9.40 | 29,944 | 9.40 | |||||||||||||||
$11.15-13.93
|
| 0.00 years | | | | |||||||||||||||
$13.94-16.72
|
99,024 | 4.00 years | 14.25 | 99,024 | 14.25 | |||||||||||||||
$16.73-19.50
|
44,500 | 3.90 years | 19.25 | 44,500 | 19.25 | |||||||||||||||
$19.51-22.29
|
| 0.00 years | | | | |||||||||||||||
$22.30-25.08
|
| 0.00 years | | | | |||||||||||||||
$25.09-27.88
|
851,554 | 0.66 years | 27.88 | 851,554 | 27.88 | |||||||||||||||
2,053,325 | 5.41 years | $ | 14.43 | 1,076,726 | $ | 24.72 | ||||||||||||||
F-36
12. | Income Taxes |
2008 | 2007 | 2006 | ||||||||||
Current tax expense (benefit)
|
||||||||||||
Federal
|
$ | | $ | 107 | $ | | ||||||
State and Local
|
466 | (3,953 | ) | (2,193 | ) | |||||||
Total current expense (benefit)
|
466 | (3,846 | ) | (2,193 | ) | |||||||
Deferred tax expense (benefit)
|
||||||||||||
Federal
|
(98,524 | ) | (29,175 | ) | (291 | ) | ||||||
State and Local
|
(19,887 | ) | (6,648 | ) | (33 | ) | ||||||
State tax rate changes
|
| 1,669 | (3,283 | ) | ||||||||
Total deferred expense (benefit)
|
(118,411 | ) | (34,154 | ) | (3,607 | ) | ||||||
Total income tax expense (benefit)
|
$ | (117,945 | ) | $ | (38,000 | ) | $ | (5,800 | ) | |||
2008 | 2007 | 2006 | ||||||||||
Pretax loss at federal statutory rate
|
$ | (167,875 | ) | $ | (91,631 | ) | $ | (17,635 | ) | |||
State income tax expense (benefit), net of federal benefit
|
(18,245 | ) | (10,436 | ) | (1,860 | ) | ||||||
Reserve for contingencies
|
| (4,731 | ) | (2,193 | ) | |||||||
Change in state tax rates
|
(69 | ) | 1,669 | (3,283 | ) | |||||||
Other
|
362 | (1,540 | ) | 1,951 | ||||||||
Non cash stock compensation & Section 162
Disallowance
|
1,071 | 4,626 | 8,420 | |||||||||
Impairment charges on goodwill with no tax basis
|
3,405 | 23,200 | | |||||||||
Increase in valuation allowance
|
63,406 | 40,843 | 8,800 | |||||||||
Net income tax benefit
|
$ | (117,945 | ) | $ | (38,000 | ) | $ | (5,800 | ) | |||
F-37
2008 | 2007 | |||||||
Current deferred tax assets:
|
||||||||
Accounts receivable
|
$ | 691 | $ | 717 | ||||
Accrued expense and other
|
1,131 | 2,358 | ||||||
Current deferred tax assets
|
1,822 | 3,075 | ||||||
Less: valuation allowance
|
(1,822 | ) | (3,075 | ) | ||||
Net current deferred tax assets
|
| | ||||||
Noncurrent deferred tax assets:
|
||||||||
Intangible and other assets
|
115,671 | 70,086 | ||||||
Property and equipment
|
662 | | ||||||
Other liabilities
|
20,319 | 8,415 | ||||||
Net operating loss
|
95,170 | 91,352 | ||||||
Noncurrent deferred tax assets
|
231,822 | 169,853 | ||||||
Less: valuation allowance
|
(231,286 | ) | (166,627 | ) | ||||
Net noncurrent deferred tax assets
|
536 | 3,226 | ||||||
Noncurrent deferred tax liabilities:
|
||||||||
Intangible assets
|
44,480 | 162,890 | ||||||
Property and equipment
|
| 697 | ||||||
Other
|
536 | 2,529 | ||||||
Noncurrent deferred tax liabilities
|
45,016 | 166,116 | ||||||
Net noncurrent deferred tax liabilities
|
44,480 | 162,890 | ||||||
Net deferred tax liabilities
|
$ | 44,480 | $ | 162,890 | ||||
F-38
Accrued
|
Gross
|
|||||||||||
Unrecognized
|
Interest
|
Unrecognized
|
||||||||||
Tax
|
and
|
Tax
|
||||||||||
Benefits | Penalties | Benefits | ||||||||||
(In thousands) | ||||||||||||
Balance at January 1, 2007
|
$ | 4,228 | $ | 1,441 | $ | 5,669 | ||||||
Increases due to tax positions taken during current year
|
| | | |||||||||
Increase due to tax positions taken in previous years
|
| 253 | 253 | |||||||||
Decreases due to settlements with taxing authorities
|
(286 | ) | (314 | ) | (600 | ) | ||||||
Decreases due to lapse of statute of limitations
|
(3,261 | ) | (1,123 | ) | (4,384 | ) | ||||||
Balance at December 31, 2007
|
$ | 681 | $ | 257 | $ | 938 | ||||||
Increases due to tax positions taken during 2008
|
9,166 | 458 | 10,305 | |||||||||
Increase due to tax positions taken in previous year
|
| 39 | 39 | |||||||||
Decreases due to settlements with taxing authorities
|
| | | |||||||||
Decreases due to lapse of statute of limitations
|
| (296 | ) | (977 | ) | |||||||
Balance at December 31, 2008
|
$ | 9,847 | $ | 458 | $ | 10,305 | ||||||
F-39
13. | Earnings Per Share |
2008 | 2007 | 2006 | ||||||||||
Numerator:
|
||||||||||||
Numerator for basic and diluted loss per common share
|
$ | (361,669 | ) | $ | (223,804 | ) | $ | (44,181 | ) | |||
Denominator:
|
||||||||||||
Denominator for basic loss per common share Weighted
average common shares outstanding
|
42,315 | 43,187 | 50,824 | |||||||||
Effect of dilutive securities:
|
||||||||||||
Options
|
| | | |||||||||
Restricted shares
|
| | | |||||||||
Note payable
|
| | | |||||||||
Denominator for diluted income loss per common share
|
42,315 | 43,187 | 50,824 | |||||||||
Basic and diluted loss per common share
|
$ | (8.55 | ) | $ | (5.18 | ) | $ | (0.87 | ) | |||
14. | Leases |
Year Ending December 31:
|
||||
2009
|
8,765 | |||
2010
|
7,158 | |||
2011
|
6,342 | |||
2012
|
5,743 | |||
2013
|
4,545 | |||
Thereafter
|
15,440 | |||
$ | 47,993 | |||
F-40
15. | Commitments and Contingencies |
F-41
16. | Defined Contribution Plan |
17. | Restructuring Charge |
18. | Termination of Merger Agreement |
F-42
19. | Variable Interest Entities and Off-Balance Sheet Arrangements |
20. | Subsequent Events |
F-43
21. | Quarterly Results (Unaudited) |
First
|
Second
|
Third
|
Fourth
|
|||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2008
|
||||||||||||||||
Net revenue
|
$ | 72,900 | $ | 83,628 | $ | 79,950 | $ | 75,060 | ||||||||
Operating income (loss)(3)
|
12,859 | 21,175 | 21,031 | $ | (480,155 | ) | ||||||||||
Net loss(1)(2)(3)
|
(4,240 | ) | 30,289 | 6,000 | $ | (393,718 | ) | |||||||||
Basic and diluted (loss) income per common share
|
$ | (0.10 | ) | $ | 0.70 | $ | 0.14 | $ | (9.30 | ) | ||||||
FOR THE YEAR ENDED DECEMBER 31, 2007
|
||||||||||||||||
Net revenue
|
$ | 72,401 | $ | 87,338 | $ | 84,183 | $ | 84,405 | ||||||||
Operating income (loss)
|
9,991 | 23,850 | (62,574 | ) | (122,345 | ) | ||||||||||
Net income (loss)(2)
|
(1,813 | ) | 2,539 | (70,530 | ) | (154,000 | ) | |||||||||
Basic and diluted (loss) income per common share
|
$ | (0.04 | ) | $ | 0.06 | $ | (1.63 | ) | $ | (3.56 | ) |
(1) | During the second quarter of 2008 the company received a $15.0 million merger termination fee in connection with failed merger. | |
(2) | The quarter ended June 30, 2007 includes a loss on the early extinguishment of debt of $1.0 million, which was recorded in connection with the completion of a new $850 million credit agreement in June 2007 and the related retirement of the term and revolving loans under its pre-existing credit agreement. The quarters ended September 30, 2007 and December 31, 2007 include impairment charges of $81.3 million and $149.3 million, respectively. Additionally, the quarter ended December 31, 2007 includes a $5.9 million gain on the sale of certain assets in the Caribbean. | |
(3) | During the fourth quarter of 2008, the Company recorded an impairment charge of $498.9 million related to its annual FAS 142 impairment testing. |
F-44
Balance at
|
Balance
|
|||||||||||||||
Beginning
|
at End
|
|||||||||||||||
Fiscal Year
|
of Year | Additions | Deductions | of Year | ||||||||||||
Allowance for doubtful accounts
|
||||||||||||||||
2008
|
$ | 1,839 | $ | 3,754 | $ | (3,822 | ) | $ | 1,771 | |||||||
2007
|
1,942 | 2,954 | (3,057 | ) | 1,839 | |||||||||||
2006
|
2,404 | 3,313 | (3,775 | ) | 1,942 | |||||||||||
Valuation allowance on deferred taxes
|
||||||||||||||||
2008
|
169,702 | 63,406 | | 233,108 |
S-1
10
.14
Form of 2008 Equity Incentive Plan Stock Option Award Agreement.
23
.1
Consent of PricewaterhouseCoopers LLP
23
.2
Consent of KPMG LLP
31
.1
Certification of the Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31
.2
Certification of the Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32
.1
Officer Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
1. | Specific Terms . The Option shall be controlled by and interpreted according to the following terms: |
1 | To the extent that the aggregate fair market value of stock with respect to which an ISO vests during any calendar year (under all plans of the Company and subsidiary corporations) exceeds $100,000, such excess portion of the Option shall be treated as a non-incentive stock option. | |
2 | In order to qualify as an ISO, any Option awarded to a person owning more than 10% of the voting power of all classes of stock of the Company or any Parent or Subsidiary must have a term that does not exceed 5 years and an exercise price that is at least 110% of the Fair Market Value. |
Installment | ||
(percentage of number of Shares | ||
subject to Award) | Installment Vesting Date | |
50%
|
second anniversary of Date of Grant | |
25%
|
third anniversary of Date of Grant | |
25%
|
fourth anniversary of Date of Grant |
2
2. | Expiration of Option . This Award and the Options hereunder shall expire at 5:00 p.m. (E.D.T. or E.S.T., as applicable) on the date as determined by the Expiration Date provision in Section 1. |
3. | Right to Exercise . The amount of Shares for which the Option may be exercised is cumulative; that is, if the Optionee fails to exercise all of the Shares subject to the Option during any period set forth above, then any Shares subject to the Option that were not exercised during such period may be exercised during any subsequent period, until the termination of the Option pursuant to Section 2 of this Award and the terms of the Plan. |
4. | Premature Disposition of an ISO . If the Optionee sells or otherwise disposes of Shares acquired upon the exercise the Option (if the Option is an ISO) within one year from the date such Shares were acquired or two years from the Date of Grant, the Optionee agrees that the Optionee will deliver a written report to the Company within ten days following the sale or other disposition of such Shares detailing the net proceeds of such sale or disposition. |
5. | Manner of Exercise of the Option . Prior to its expiration pursuant to the terms of this Award, each Option may be exercised, in whole or in part (provided that the Company shall not be required to issue fractional shares), by delivery of written notice of exercise to the Company accompanied by the full exercise price of the Common Shares being purchased. The Option Price shall be payable in the following manner: |
(i) | in cash or by check payable to the Company (in U.S. dollars); | ||
(ii) | by the actual or constructive transfer to the Company of Common Shares that (A) were owned by the Optionee for at least 6 months and have a value at the time of exercise equal to the total Option Price, (B) are all, at the time of such surrender, free and clear of any and all claims, pledges, liens and encumbrances, or any restrictions which would in any manner restrict the transfer of such share to or by the Company (other than such restrictions as may have existed prior to an issuance of such Common Shares by the Company to such Optionee) and (C) are duly endorsed for transfer to the Company; | ||
(iii) | a cashless exercise program pursuant to which the Optionee may concurrently provide irrevocable instructions (A) to such Optionees bank or broker who is a member of the National Association of Securities Dealers, Inc. to effect the immediate sale of the purchase Common Stock and remit to the Company, out of the sale proceeds available on the settlement date (which shall not be later than the date on which the sale transaction will settle in the ordinary course of business), sufficient funds to cover the Option Price plus all applicable taxes required to be withheld by the Company by reason of such exercise; or | ||
(iv) | by a combination of such methods of payment. |
3
6. | Issuance of Shares . Except as otherwise provided in the Plan or this Award, as promptly as practicable after receipt of written notice and payment in full of the Option Price and any required income tax withholding, the Company will issue or transfer to the Optionee the number of Common Shares with respect to which the Option has been exercised (less shares withheld in satisfaction of tax withholding obligations, if any) and will deliver to the Optionee a certificate or certificates therefor, or provide for the direct registration of such shares on the Companys stock register, registered in the Optionees name. |
7. | Termination of Continuous Service . Unless otherwise determined by the Board or as otherwise provided by an employment agreement between you and the Company, termination of the Optionees continuous service shall have the following effect on the Option: |
(a) | Termination other than upon Disability or Death or Termination for Cause . In the event of termination of your continuous service (other than as a result of your death of disability or a Termination for Cause), you shall have the right to exercise an Option at any time within 90 days following such termination only to the extent you were entitled to exercise such Option at the date of your termination. All unvested Options shall be terminated as of the date of your termination. | ||
(b) | Disability . In the event of termination of your continuous service as a result of your disability (within the meaning of Section 22(e)(3) of the Code), you shall have the right to exercise an Option at any time within one year following such termination to the extent you were entitled to exercise such Option at the date of termination. All unvested Options shall be terminated as of the date of your termination. | ||
(c) | Death . In the event of your death during the period of continuous service since the Date of Grant, or within 30 days following termination of your continuous service for any reason other than a Termination for Cause, the Option may be exercised, at any time within one year following the date of your death, by your estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent to right to exercise the Option had bested at the date of your death or, if earlier, the date your continuous service terminated. | ||
(d) | Cause . If the Board or the Committee determines that your continuous service was a Termination for Cause, you shall immediately forfeit any of the Options granted hereunder, both vested and unvested, and such Options shall immediately be considered null and void. |
8. | Transfer . The Options granted herein are not transferable, except as provided in Section 11 of the Plan. |
9. | Occurrence of a Change in Control . Unless otherwise determined by the Board or as otherwise provided by an employment agreement between you and the Company, the vesting of the Options shall not be accelerated as a result of a Change in Control. |
4
10. | Designation of Beneficiary . Notwithstanding anything to the contrary contained herein or in the Plan, following the execution of this Award, you may expressly designate a beneficiary (the Beneficiary ) to your interest in the Option awarded hereby. You shall designate the Beneficiary by completing and executing a designation of beneficiary agreement substantially in the form attached hereto as Exhibit B (the Designation of Beneficiary ) and delivering an executed copy of the Designation of Beneficiary to the Company. | |
11. | Adjustments . Options may be adjusted or terminated in any manner contemplated by the Plan or this Award. | |
12. | Notices . Any notice, payment or communication required or permitted to be given by any provision of this Award shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, addressed as follows: (i) if to the Company, at the address set forth on the signature page hereto (attention: Chief Financial Officer); (ii) if to you, at the address set forth below your signature on the signature page hereto. Each party may, from time to time, by written notice to the other party hereto, specify a new address for delivery of notices to such party hereunder. Any such notice shall be deemed to be delivered, given, and received for all purposes as of the date such notice is received or properly mailed. | |
13. | Binding Effect . Except as otherwise provided in this Award or in the Plan, every covenant, term, and provision of this Award shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns. | |
14. | Modifications . This Award may be modified or amended at any time by the Board, provided that your consent must be obtained for any modification that adversely alters or impairs any rights or obligations under this Award, unless there is an express provision in the Plan permitting the Board to act unilaterally to make the modification. | |
15. | Headings . Section and other headings contained in this Award are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Award or any provision hereof. | |
16. | Severability . Every provision of this Award and of the Plan is intended to be severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award. | |
17. | Governing Law . The laws of the State of Georgia shall govern the validity of this Award, the construction of its terms, and the interpretation of the rights and duties of the parties hereto. | |
18. | Compliance with Section 409A of the Code . To the extent applicable, it is intended that this Award and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) do not apply to you. This Award and the Plan shall be administered in a manner consistent with this intent. |
5
19. | Counterparts . This Award may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. | |
20. | Data Protection . By your signature below, you consent that the Company may process your personal data as provided herein ( Data ) exclusively for the purpose of performing this Award, in particular in connection with the exercise of Options awarded to you. For this purpose the Data may also be disclosed to and processed by companies outside the Company, e.g. , banks involved. |
6
Cumulus Media Inc. 3280 Peachtree Road, NW Suite 2300 Atlanta, Georgia 30305 |
||||
By: | ||||
Name: | ||||
Title: | ||||
By: | ||||
Address: | ||||
a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d. | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
By: | /s/ LEWIS W. DICKEY, JR. | |||
Lewis W. Dickey, Jr. | ||||
Chairman, President and Chief Executive Officer | ||||
a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d. | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
By: | /s/ MARTIN R. GAUSVIK | |||
Martin R. Gausvik | ||||
Executive Vice President, Treasurer and Chief Financial Officer | ||||
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. |
/s/ LEWIS W. DICKEY, JR. | ||||
Name: | Lewis W. Dickey, Jr. | |||
Title: | Chairman, President and Chief Executive Officer | |||
/s/ MARTIN R. GAUSVIK | ||||
Name: | Martin R. Gausvik | |||
Title: | Executive Vice President, Treasurer and Chief Financial Officer | |||