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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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36-4159663
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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¨
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Accelerated filer
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þ
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Item
Number
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Page
Number
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1
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1A.
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1B.
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3
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6
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7
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7A.
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8
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9
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15
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Item 1.
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Business
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•
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obtained total radio industry listener and revenue levels from the Radio Advertising Bureau;
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•
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derived historical market revenue statistics and market revenue share percentages from data published by Miller Kaplan, Arase & Co., LLP, a public accounting firm that specializes in serving the broadcasting industry and BIA Financial Network, Inc. (“BIA”), a media and telecommunications advisory services firm; and
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•
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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, listening Monday through Sunday, 6 a.m. to 12 midnight, and based on the Nielsen Audio Market Report.
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•
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the December 2013 acquisition of WestwoodOne, Inc. (formerly known as Dial Global, Inc. “WestwoodOne”), an independent, full-service radio network company, offering news, sports, formats, prep, talk and music programming, jingles and imaging, and special events, as well as national advertising sales representation (the “WestwoodOne Acquisition”). In connection therewith, all of the issued and outstanding shares of capital stock of WestwoodOne were automatically canceled and converted into the right to receive an aggregate of approximately $45.0 million in cash, and WestwoodOne repaid all of its outstanding indebtedness. The payment of the purchase price to complete the WestwoodOne Acquisition (including the cash used to repay approximately $215.0 million of WestwoodOne’s outstanding indebtedness) was funded from cash on hand, which included $235.0 million in cash proceeds from the Townsquare Transaction (defined below). As a result of the WestwoodOne Acquisition, WestwoodOne became a wholly owned subsidiary of the Company. Pursuant to an agreement entered into at the closing of the WestwoodOne Acquisition, $22.5 million of the purchase price was placed in escrow (the “Escrow Fund”) pending the completion of an ongoing investigation by the Antitrust Division of the Department of Justice (the “DOJ”) relating to the WestwoodOne Acquisition. The Escrow Fund will be available to compensate us for expenses in defending the investigation and to the extent we incur any loss as a result of any final remedial action taken by the DOJ with respect to its investigation;
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•
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the November 2013 sale to Townsquare Media, LLC (“Townsquare”) of 53 radio stations in 12 small and mid-sized markets for $235.0 million in cash, and the swap with Townsquare of 15 radio stations in two small and mid-sized markets in exchange for five radio stations in Fresno, California (together, the “Townsquare Transaction”);
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•
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the October 2013 issuance and sale of 18,860,000 shares of our Class A common stock in an underwritten public offering, at a price of $5.00 per share, which included the full exercise of the underwriter’s over allotment option to purchase 2,460,000 shares. We received net proceeds of approximately $89.8 million from the offering, after deducting underwriting discounts and commissions and estimated offering expenses, and used approximately $78.0 million of the net proceeds from the offering to redeem all then-outstanding shares of our Series B preferred stock, including accrued and unpaid dividends, which shares were issued in August 2013 in connection with the redemption of all outstanding shares of our Series A preferred stock. The remaining net proceeds from this public offering were placed in our corporate treasury for general corporate purposes, and may be used from time to time for, among other things, repayment of debt, capital expenditures, the financing of possible business expansions and acquisitions, increasing our working capital and the financing of ongoing operating expenses and overhead; and
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•
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the September 2013 entry into a five year strategic promotional partnership and sales arrangement (the “Rdio Agreement”) with Pulser Media, the parent company of Rdio (“Pulser”). The Rdio Agreement provides that we will act as the exclusive promotional agent for Rdio ad products, including display, mobile, in-line audio, synced banners and other digital inventory that may become available from time to time. In exchange for $75 million of promotional commitments over five years, we will receive 15% of the fully-diluted equity of Pulser, with the opportunity to earn additional equity in the form of warrants based on the achievement of certain performance milestones over the term of the Rdio Agreement.
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Amusement and recreation
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Banking and mortgage
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Furniture and home furnishings
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Arts and entertainment
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Food and beverage services
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Healthcare services
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Automotive dealers
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Food and beverage stores
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Telecommunications
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•
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a station’s share of audiences and the demographic groups targeted by advertisers (as measured by ratings surveys);
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•
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the supply and demand for radio advertising time and for time targeted at particular demographic groups; and
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•
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certain additional qualitative factors.
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Market
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Stations
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City of License
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Frequency
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Expiration
Date of License
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Abilene, TX
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KBCY FM
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Tye, TX
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99.7
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August 1, 2021
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KCDD FM
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Hamlin, TX
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103.7
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August 1, 2021
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KHXS FM
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Merkel, TX
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102.7
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August 1, 2021
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KTLT FM
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Anson, TX
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98.1
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August 1, 2021
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Albany, GA
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WALG AM
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Albany, GA
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1590
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April 1, 2020
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WEGC FM
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Sasser, GA
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107.7
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April 1, 2020
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WGPC AM
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Albany, GA
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1450
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April 1, 2020
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WJAD FM
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Leesburg, GA
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103.5
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April 1, 2020
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WKAK FM
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Albany, GA
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104.5
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April 1, 2020
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WNUQ FM
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Sylvester, GA
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102.1
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April 1, 2020
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WQVE FM
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Albany, GA
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101.7
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April 1, 2020
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Albuquerque, NM
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KKOB AM
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Albuquerque, NM
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770
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October 1, 2021
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KKOB FM
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Albuquerque, NM
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93.3
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October 1, 2021
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KMGA FM
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Albuquerque, NM
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99.5
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October 1, 2021
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KNML AM
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Albuquerque, NM
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610
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October 1, 2021
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KRST FM
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Albuquerque, NM
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92.3
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October 1, 2021
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KTBL AM
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Los Ranchos, NM
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1050
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October 1, 2021
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KDRF FM
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Albuquerque, NM
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103.3
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October 1, 2021
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KBZU FM
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Albuquerque, NM
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96.3
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October 1, 2012
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Allentown, PA
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WCTO FM
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Easton, PA
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96.1
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August 1, 2014
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WLEV FM
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Allentown, PA
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100.7
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August 1, 2014
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Amarillo, TX
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KARX FM
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Claude, TX
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95.7
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August 1, 2021
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KPUR AM
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Amarillo, TX
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1440
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August 1, 2021
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KPUR FM
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Canyon, TX
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107.1
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August 1, 2021
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KQIZ FM
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Amarillo, TX
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93.1
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August 1, 2021
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KZRK AM
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Canyon, TX
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1550
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August 1, 2021
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KNSH FM
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Canyon, TX
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107.9
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August 1, 2021
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Ann Arbor, MI
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WLBY AM
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Saline, MI
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1290
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October 1, 2020
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WQKL FM
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Ann Arbor, MI
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107.1
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October 1, 2020
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WTKA AM
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Ann Arbor, MI
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1050
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October 1, 2020
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WWWW FM
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Ann Arbor, MI
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102.9
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October 1, 2020
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Appleton, WI
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WNAM AM
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Neenah Menasha, WI
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1280
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December 1, 2020
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WOSH AM
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Oshkosh, WI
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1490
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December 1, 2020
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WPKR FM
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Omro, WI
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99.5
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December 1, 2020
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|
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WVBO FM
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Winneconne, WI
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103.9
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December 1, 2020
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Atlanta, GA
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WKHX FM
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Marietta, GA
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101.5
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April 1, 2020
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WYAY FM
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Gainesville, GA
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106.7
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April 1, 2020
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WWWQ FM
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Atlanta, GA
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99.7
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April 1, 2020
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WNNX FM
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College Park, GA
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100.5
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April 1, 2020
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Baton Rouge, LA
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KQXL FM
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New Roads, LA
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106.5
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June 1, 2012
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WRQQ FM
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Hammond, LA
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103.3
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June 1, 2020
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WEMX FM
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Kentwood, LA
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94.1
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June 1, 2020
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WIBR AM
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Baton Rouge, LA
|
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1300
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June 1, 2012
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WXOK AM
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Port Allen, LA
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1460
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June 1, 2020
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Market
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Stations
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City of License
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Frequency
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Expiration
Date of License
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Beaumont, TX
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KAYD FM
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Silsbee, TX
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101.7
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August 1, 2021
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KBED AM
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Nederland, TX
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1510
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August 1, 2021
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KIKR AM
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Beaumont, TX
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1450
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August 1, 2021
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KQXY FM
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Beaumont, TX
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94.1
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August 1, 2021
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KSTB FM
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Crystal Beach, TX
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101.5
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August 1, 2013
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KTCX FM
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Beaumont, TX
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102.5
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August 1, 2021
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Birmingham, AL
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WAPI AM
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Birmingham, AL
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1070
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April 1, 2020
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WJOX AM
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Birmingham, AL
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690
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April 1, 2020
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WJQX-FM
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Helena, AL
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100.5
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April 1, 2020
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WUHT FM
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Birmingham, AL
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107.7
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April 1, 2020
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WJOX FM
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Birmingham, AL
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94.5
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April 1, 2020
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WZRR FM
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Birmingham, AL
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99.5
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April 1, 2020
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Blacksburg, VA
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WBRW FM
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Blacksburg, VA
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105.3
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October 1, 2019
|
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WFNR AM
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Blacksburg, VA
|
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710
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October 1, 2019
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WNMX FM
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Christiansburg, VA
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100.7
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October 1, 2019
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WPSK FM
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Pulaski, VA
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107.1
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October 1, 2019
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WRAD AM
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Radford, VA
|
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1460
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October 1, 2019
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WWBU FM
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Radford, VA
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101.7
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October 1, 2019
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Bloomington, IN
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WBNQ FM
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Bloomington, IN
|
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101.5
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December 1, 2020
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|
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WBWN FM
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|
Le Roy, IN
|
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104.1
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December 1, 2020
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WJBC AM
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Bloomington, IN
|
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1230
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December 1, 2020
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WJBC FM
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Pontiac, IL
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93.7
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December 1, 2020
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Boise, ID
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KBOI AM
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Boise, ID
|
|
670
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|
October 1, 2013
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KIZN FM
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Boise, ID
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92.3
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October 1, 2021
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KKGL FM
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Nampa, ID
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96.9
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October 1, 2021
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KQFC FM
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Boise, ID
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97.9
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October 1, 2021
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KTIK FM
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New Plymouth, ID
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93.1
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October 1, 2021
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KTIK AM
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Nampa, ID
|
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1350
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October 1, 2021
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Bridgeport, CT
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WEBE FM
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Westport, CT
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107.9
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April 1, 2014
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WICC AM
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Bridgeport, CT
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600
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April 1, 2014
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Buffalo, NY
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WEDG FM
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Buffalo, NY
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103.3
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June 1, 2014
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WGRF FM
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Buffalo, NY
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96.9
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June 1, 2014
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WHLD AM
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Niagara Falls, NY
|
|
1270
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June 1, 2014
|
|
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WHTT FM
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Buffalo, NY
|
|
104.1
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|
June 1, 2014
|
|
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WBBF AM
|
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Buffalo, NY
|
|
1120
|
|
June 1, 2014
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Charleston, SC
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WSSX FM
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Charleston, SC
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95.1
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|
December 1, 2019
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WIWF FM
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|
Charleston, SC
|
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96.9
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|
December 1, 2019
|
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WTMA AM
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Charleston, SC
|
|
1250
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|
December 1, 2019
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WWWZ FM
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Summerville, SC
|
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93.3
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|
December 1, 2019
|
|
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WMGL FM
|
|
Ravenel, SC
|
|
107.3
|
|
December 1, 2019
|
|
Chattanooga, TN
|
WGOW AM
|
|
Chattanooga, TN
|
|
1150
|
|
August 1, 2020
|
|
|
WGOW FM
|
|
Soddy-Daisy, TN
|
|
102.3
|
|
August 1, 2020
|
|
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WOGT FM
|
|
East Ridge, TN
|
|
107.9
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|
August 1, 2020
|
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WSKZ FM
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|
Chattanooga, TN
|
|
106.5
|
|
August 1, 2020
|
|
Chicago, IL
|
WLS AM
|
|
Chicago, IL
|
|
890
|
|
December 1, 2020
|
|
|
WLS FM
|
|
Chicago, IL
|
|
94.7
|
|
December 1, 2020
|
|
|
WJEZ FM
|
|
Dwight, IL
|
|
98.9
|
|
December 1, 2020
|
|
Cincinnati, OH
|
WNNF FM
|
|
Cincinnati, OH
|
|
94.1
|
|
October 1, 2020
|
|
|
WOFX FM
|
|
Cincinnati, OH
|
|
92.5
|
|
October 1, 2020
|
|
|
WRRM FM
|
|
Cincinnati, OH
|
|
98.5
|
|
October 1, 2020
|
|
|
WGRR FM
|
|
Hamilton, OH
|
|
103.5
|
|
October 1, 2020
|
|
|
WFTK FM
|
|
Lebanon, OH
|
|
96.5
|
|
October 1, 2020
|
Market
|
Stations
|
|
City of License
|
|
Frequency
|
|
Expiration
Date of License
|
|
Colorado Springs, CO
|
KKFM FM
|
|
Colorado Springs, CO
|
|
98.1
|
|
April 1, 2021
|
|
|
KKMG FM
|
|
Pueblo, CO
|
|
98.9
|
|
April 1, 2021
|
|
|
KKPK FM
|
|
Colorado Springs, CO
|
|
92.9
|
|
April 1, 2021
|
|
|
KCSF AM
|
|
Colorado Springs, CO
|
|
1300
|
|
April 1, 2021
|
|
|
KVOR AM
|
|
Colorado Springs, CO
|
|
740
|
|
April 1, 2021
|
|
|
KATC FM
|
|
Colorado Springs, CO
|
|
95.1
|
|
April 1, 2021
|
|
Columbia, MO
|
KBBM FM
|
|
Jefferson City, MO
|
|
100.1
|
|
February 1, 2021
|
|
|
KBXR FM
|
|
Columbia, MO
|
|
102.3
|
|
February 1, 2021
|
|
|
KFRU AM
|
|
Columbia, MO
|
|
1400
|
|
February 1, 2021
|
|
|
KJMO FM
|
|
Linn, Mo
|
|
97.5
|
|
February 1, 2021
|
|
|
KLIK AM
|
|
Jefferson City, MO
|
|
1240
|
|
February 1, 2021
|
|
|
KOQL FM
|
|
Ashland, MO
|
|
106.1
|
|
February 1, 2021
|
|
|
KPLA FM
|
|
Columbia, MO
|
|
101.5
|
|
February 1, 2021
|
|
|
KZJF FM
|
|
Jefferson City, MO
|
|
104.1
|
|
February 1, 2021
|
|
|
KRWP FM
|
|
Stockton, MO
|
|
107.7
|
|
February 1, 2021
|
|
Columbia, SC
|
WISW AM
|
|
Columbia, SC
|
|
1320
|
|
December 1, 2019
|
|
|
WLXC FM
|
|
Columbia, SC
|
|
103.1
|
|
December 1, 2019
|
|
|
WNKT FM
|
|
Eastover, SC
|
|
107.5
|
|
December 1, 2019
|
|
|
WOMG FM
|
|
Lexington, SC
|
|
98.5
|
|
December 1, 2019
|
|
|
WTCB FM
|
|
Orangeburg, SC
|
|
106.7
|
|
December 1, 2019
|
|
Columbus-Starkville, MS
|
WJWF AM
|
|
Columbus, MS
|
|
1400
|
|
June 1, 2020
|
|
|
WKOR FM
|
|
Columbus, MS
|
|
94.9
|
|
June 1, 2020
|
|
|
WMXU FM
|
|
Starkville, MS
|
|
106.1
|
|
June 1, 2020
|
|
|
WNMQ FM
|
|
Columbus, MS
|
|
103.1
|
|
June 1, 2020
|
|
|
WSMS FM
|
|
Artesia, MS
|
|
99.9
|
|
June 1, 2020
|
|
|
WSSO AM
|
|
Starkville, MS
|
|
1230
|
|
June 1, 2020
|
|
Dallas, TX
|
WBAP AM
|
|
Fort Worth, TX
|
|
820
|
|
August 1, 2013
|
|
|
KTCK FM
|
|
Flower Mound, TX
|
|
96.7
|
|
August 1, 2021
|
|
|
KSCS FM
|
|
Fort Worth, TX
|
|
96.3
|
|
August 1, 2013
|
|
|
KLIF AM
|
|
Dallas, TX
|
|
570
|
|
August 1, 2013
|
|
|
KPLX FM
|
|
Fort Worth, TX
|
|
99.5
|
|
August 1, 2021
|
|
|
KLIF FM
|
|
Haltom, TX
|
|
93.3
|
|
August 1, 2013
|
|
|
KTCK AM
|
|
Dallas, TX
|
|
1310
|
|
August 1, 2013
|
|
|
KESN FM
|
|
Allen, TX
|
|
103
|
|
August 1, 2021
|
|
Des Moines, IA
|
KBGG AM
|
|
Des Moines, IA
|
|
1700
|
|
February 1, 2021
|
|
|
KHKI FM
|
|
Des Moines, IA
|
|
97.3
|
|
February 1, 2021
|
|
|
KGGO FM
|
|
Des Moines, IA
|
|
94.9
|
|
February 1, 2013
|
|
|
KJJY FM
|
|
West Des Moines, IA
|
|
92.5
|
|
February 1, 2021
|
|
|
KWQW FM
|
|
Boone, IA
|
|
98.3
|
|
February 1, 2021
|
|
Detroit, MI
|
WJR AM
|
|
Detroit, MI
|
|
760
|
|
October 1, 2020
|
|
|
WDVD FM
|
|
Detroit, MI
|
|
96.3
|
|
October 1, 2020
|
|
|
WDRQ FM
|
|
Detroit, MI
|
|
93.1
|
|
October 1, 2020
|
|
Erie, PA
|
WXKC FM
|
|
Erie, PA
|
|
99.9
|
|
August 1, 2014
|
|
|
WXTA FM
|
|
Edinboro, PA
|
|
97.9
|
|
August 1, 2014
|
|
|
WRIE AM
|
|
Erie, PA
|
|
1260
|
|
August 1, 2014
|
|
|
WQHZ FM
|
|
Erie, PA
|
|
102.3
|
|
August 1, 2014
|
|
Eugene, OR
|
KEHK FM
|
|
Brownsville, OR
|
|
102.3
|
|
February 1, 2022
|
|
|
KNRQ FM
|
|
Harrisburg, OR
|
|
103.7
|
|
February 1, 2022
|
|
|
KSCR AM
|
|
Eugene, OR
|
|
1320
|
|
February 1, 2022
|
|
|
KUGN AM
|
|
Eugene, OR
|
|
590
|
|
February 1, 2022
|
|
|
KUJZ FM
|
|
Creswell, OR
|
|
95.3
|
|
February 1, 2022
|
|
|
KZEL FM
|
|
Eugene, OR
|
|
96.1
|
|
February 1, 2022
|
Market
|
Stations
|
|
City of License
|
|
Frequency
|
|
Expiration
Date of License
|
|
Fayetteville, AR
|
KAMO FM
|
|
Rogers, AR
|
|
94.3
|
|
June 1, 2020
|
|
|
KFAY AM
|
|
Farmington, AR
|
|
1030
|
|
June 1, 2020
|
|
|
KQSM FM
|
|
Fayetteville, AR
|
|
92.1
|
|
June 1, 2020
|
|
|
KMCK FM
|
|
Prairie Grove, AR
|
|
105.7
|
|
June 1, 2020
|
|
|
KKEG FM
|
|
Bentonville, AR
|
|
98.3
|
|
June 1, 2020
|
|
|
KYNG AM
|
|
Springdale, AR
|
|
1590
|
|
June 1, 2020
|
|
|
KRMW FM
|
|
Cedarville, AR
|
|
94.9
|
|
June 1, 2020
|
|
Fayetteville, NC
|
WFNC AM
|
|
Fayetteville, NC
|
|
640
|
|
December 1, 2019
|
|
|
WMGU FM
|
|
Southern Pines, NC
|
|
106.9
|
|
December 1, 2019
|
|
|
WQSM FM
|
|
Fayetteville, NC
|
|
98.1
|
|
December 1, 2019
|
|
|
WRCQ FM
|
|
Dunn, NC
|
|
103.5
|
|
December 1, 2019
|
|
Flint, MI
|
WDZZ FM
|
|
Flint, MI
|
|
92.7
|
|
October 1, 2020
|
|
|
WWCK AM
|
|
Flint, MI
|
|
1570
|
|
October 1, 2020
|
|
|
WWCK FM
|
|
Flint, MI
|
|
105.5
|
|
October 1, 2020
|
|
|
WFBE FM
|
|
Flint, MI
|
|
95.1
|
|
October 1, 2020
|
|
|
WTRX AM
|
|
Flint, MI
|
|
1330
|
|
October 1, 2020
|
|
Florence, SC
|
WBZF FM
|
|
Hartsville, SC
|
|
98.5
|
|
December 1, 2019
|
|
|
WCMG FM
|
|
Latta, SC
|
|
94.3
|
|
December 1, 2019
|
|
|
WHLZ FM
|
|
Marion, SC
|
|
100.5
|
|
December 1, 2019
|
|
|
WMXT FM
|
|
Pamplico, SC
|
|
102.1
|
|
December 1, 2019
|
|
|
WWFN FM
|
|
Lake City, SC
|
|
100.1
|
|
December 1, 2019
|
|
|
WYMB AM
|
|
Manning, SC
|
|
920
|
|
December 1, 2019
|
|
|
WYNN AM
|
|
Florence, SC
|
|
540
|
|
December 1, 2019
|
|
|
WYNN FM
|
|
Florence, SC
|
|
106.3
|
|
December 1, 2019
|
|
Fort Smith, AR
|
KBBQ FM
|
|
Van Buren, AR
|
|
102.7
|
|
June 1, 2020
|
|
|
KLSZ FM
|
|
Fort Smith, AR
|
|
100.7
|
|
June 1, 2020
|
|
|
KRUZ AM
|
|
Van Buren, AR
|
|
1060
|
|
June 1, 2012
|
|
|
KOMS FM
|
|
Poteau, OK
|
|
107.3
|
|
June 1, 2021
|
|
Fort Walton Beach, FL
|
WFTW AM
|
|
Ft Walton Beach, FL
|
|
1260
|
|
February 1, 2020
|
|
|
WKSM FM
|
|
Ft Walton Beach, FL
|
|
99.5
|
|
February 1, 2020
|
|
|
WNCV FM
|
|
Shalimar, FL
|
|
93.3
|
|
February 1, 2020
|
|
|
WYZB FM
|
|
Mary Esther, FL
|
|
105.5
|
|
February 1, 2020
|
|
|
WZNS FM
|
|
Ft Walton Beach, FL
|
|
96.5
|
|
February 1, 2020
|
|
Fresno, CA
|
KSKS AM
|
|
Fresno, CA
|
|
93.7
|
|
December 1, 2021
|
|
|
KMJ FM
|
|
Fresno, CA
|
|
105.9
|
|
December 1, 2021
|
|
|
KMJ AM
|
|
Fresno, CA
|
|
580.0
|
|
December 1, 2021
|
|
|
KMGV FM
|
|
Fresno, CA
|
|
97.9
|
|
December 1, 2021
|
|
|
KWYE FM
|
|
Fresno, CA
|
|
101.1
|
|
December 1, 2021
|
|
Grand Rapids, MI
|
WJRW AM
|
|
Grand Rapids, MI
|
|
1340
|
|
October 1, 2020
|
|
|
WTNR FM
|
|
Holland, MI
|
|
94.5
|
|
October 1, 2020
|
|
|
WLAV FM
|
|
Grand Rapids, MI
|
|
96.9
|
|
October 1, 2020
|
|
|
WBBL FM
|
|
Greenville, MI
|
|
107.3
|
|
October 1, 2020
|
|
|
WHTS FM
|
|
Coopersville, MI
|
|
105.3
|
|
October 1, 2020
|
|
Green Bay, WI
|
WDUZ AM
|
|
Green Bay, WI
|
|
1400
|
|
December 1, 2020
|
|
|
WDUZ FM
|
|
Brillion, WI
|
|
107.5
|
|
December 1, 2020
|
|
|
WKRU FM
|
|
Allouez, WI
|
|
106.7
|
|
December 1, 2020
|
|
|
WOGB FM
|
|
Reedsville, WI
|
|
103.1
|
|
December 1, 2020
|
|
|
WPCK FM
|
|
Denmark, WI
|
|
104.9
|
|
December 1, 2020
|
|
|
WQLH FM
|
|
Green Bay, WI
|
|
98.5
|
|
December 1, 2020
|
|
Harrisburg, PA
|
WHGB AM
|
|
Harrisburg, PA
|
|
1400
|
|
August 1, 2014
|
|
|
WNNK FM
|
|
Harrisburg, PA
|
|
104.1
|
|
August 1, 2014
|
|
|
WWKL FM
|
|
Mechanicsburg, PA
|
|
93.5
|
|
August 1, 2014
|
|
|
WZCY FM
|
|
Hershey, PA
|
|
106.7
|
|
August 1, 2014
|
|
|
WQXA FM
|
|
York, PA
|
|
105.7
|
|
August 1, 2014
|
|
Houston, TX
|
KRBE FM
|
|
Houston, TX
|
|
104.1
|
|
August 1, 2013
|
Market
|
Stations
|
|
City of License
|
|
Frequency
|
|
Expiration
Date of License
|
|
Huntsville, AL
|
WHRP FM
|
|
Gurley, AL
|
|
94.1
|
|
April 1, 2020
|
|
|
WUMP AM
|
|
Madison, AL
|
|
730
|
|
April 1, 2020
|
|
|
WVNN AM
|
|
Athens, AL
|
|
770
|
|
April 1, 2020
|
|
|
WVNN FM
|
|
Trinity, AL
|
|
92.5
|
|
April 1, 2020
|
|
|
WWFF FM
|
|
New Market, AL
|
|
93.3
|
|
April 1, 2020
|
|
|
WZYP FM
|
|
Athens, AL
|
|
104.3
|
|
April 1, 2020
|
|
Indianapolis, IN
|
WJJK FM
|
|
Noblesville, IN
|
|
104.5
|
|
August 1, 2020
|
|
|
WAYI FM
|
|
Sellersburg, IN
|
|
93.9
|
|
August 1, 2020
|
|
|
WFMS FM
|
|
Fishers, IN
|
|
95.5
|
|
August 1, 2020
|
|
|
WRWM FM
|
|
Lawrence, IN
|
|
93.9
|
|
August 1, 2020
|
|
Johnson City, TN
|
WXSM AM
|
|
Blountville, TN
|
|
640
|
|
August 1, 2020
|
|
|
WJCW AM
|
|
Johnson City, TN
|
|
910
|
|
August 1, 2020
|
|
|
WGOC AM
|
|
Kingsport, TN
|
|
1320
|
|
August 1, 2020
|
|
|
WKOS FM
|
|
Kingsport, TN
|
|
104.9
|
|
August 1, 2020
|
|
|
WQUT FM
|
|
Johnson City, TN
|
|
101.5
|
|
August 1, 2020
|
|
Kansas City, MO
|
KCFX FM
|
|
Harrisonville, MO
|
|
101.1
|
|
February 1, 2021
|
|
|
KCHZ FM
|
|
Ottawa, KS
|
|
95.7
|
|
June 1, 2021
|
|
|
KCJK FM
|
|
Garden City, MO
|
|
105.1
|
|
February 1, 2021
|
|
|
KCMO AM
|
|
Kansas City, MO
|
|
710
|
|
February 1, 2021
|
|
|
KMJK FM
|
|
North Kansas City, MO
|
|
107.3
|
|
February 1, 2021
|
|
|
KCMO FM
|
|
Shawnee, KS
|
|
94.9
|
|
June 1, 2021
|
|
Knoxville, TN
|
WIVK FM
|
|
Knoxville, TN
|
|
107.7
|
|
August 1, 2020
|
|
|
WNML AM
|
|
Knoxville, TN
|
|
990
|
|
August 1, 2020
|
|
|
WNML FM
|
|
Friendsville, TN
|
|
99.1
|
|
August 1, 2020
|
|
|
WOKI FM
|
|
Oliver Springs, TN
|
|
98.7
|
|
August 1, 2020
|
|
|
WNRX FM
|
|
Jefferson City, TN
|
|
99.3
|
|
August 1, 2020
|
|
Kokomo, IN
|
WWKI FM
|
|
Kokomo, IN
|
|
100.5
|
|
August 1, 2020
|
|
Lafayette, LA
|
KNEK AM
|
|
Washington, LA
|
|
1190
|
|
June 1, 2020
|
|
|
KRRQ FM
|
|
Lafayette, LA
|
|
95.5
|
|
June 1, 2020
|
|
|
KSMB FM
|
|
Lafayette, LA
|
|
94.5
|
|
June 1, 2020
|
|
|
KXKC FM
|
|
New Iberia, LA
|
|
99.1
|
|
June 1, 2020
|
|
|
KNEK FM
|
|
Washington, LA
|
|
104.7
|
|
June 1, 2020
|
|
Lake Charles, LA
|
KAOK AM
|
|
Lake Charles, LA
|
|
1400
|
|
June 1, 2020
|
|
|
KBIU FM
|
|
Lake Charles, LA
|
|
103.3
|
|
June 1, 2020
|
|
|
KKGB FM
|
|
Sulphur, LA
|
|
101.3
|
|
June 1, 2020
|
|
|
KQLK FM
|
|
De Ridder, LA
|
|
97.9
|
|
June 1, 2012
|
|
|
KXZZ AM
|
|
Lake Charles, LA
|
|
1580
|
|
June 1, 2020
|
|
|
KYKZ FM
|
|
Lake Charles, LA
|
|
96.1
|
|
June 1, 2020
|
|
Lancaster, PA
|
WIOV FM
|
|
Ephrata, PA
|
|
105.1
|
|
August 1, 2014
|
|
|
WIOV AM
|
|
Reading, PA
|
|
1240
|
|
August 1, 2014
|
|
Lexington, KY
|
WCYN FM
|
|
Cynthiana, KY
|
|
102.3
|
|
August 1, 2020
|
|
|
WLTO FM
|
|
Nicholasville, KY
|
|
102.5
|
|
August 1, 2020
|
|
|
WLXX FM
|
|
Lexington, KY
|
|
92.9
|
|
August 1, 2020
|
|
|
WVLK AM
|
|
Lexington, KY
|
|
590
|
|
August 1, 2020
|
|
|
WVLK FM
|
|
Richmond, KY
|
|
101.5
|
|
August 1, 2020
|
|
|
WXZZ FM
|
|
Georgetown, KY
|
|
103.3
|
|
August 1, 2020
|
|
Little Rock, AR
|
KAAY AM
|
|
Little Rock, AR
|
|
1090
|
|
June 1, 2020
|
|
|
KARN AM
|
|
Little Rock, AR
|
|
920
|
|
June 1, 2012
|
|
|
KIPR FM
|
|
Pine Bluff, AR
|
|
92.3
|
|
June 1, 2020
|
|
|
KLAL FM
|
|
Wrightsville, AR
|
|
107.7
|
|
June 1, 2020
|
|
|
KPZK AM
|
|
Little Rock, AR
|
|
1250
|
|
June 1, 2020
|
|
|
KURB FM
|
|
Little Rock, AR
|
|
98.5
|
|
June 1, 2020
|
|
|
KARN FM
|
|
Sheridan, AR
|
|
102.9
|
|
June 1, 2020
|
|
Los Angeles, CA
|
KABC AM
|
|
Los Angeles, CA
|
|
790
|
|
December 1, 2013
|
|
|
KLOS FM
|
|
Los Angeles, CA
|
|
95.5
|
|
December 1, 2013
|
Market
|
Stations
|
|
City of License
|
|
Frequency
|
|
Expiration
Date of License
|
|
Macon, GA
|
WAYS AM
|
|
Macon, GA
|
|
1500
|
|
April 1, 2020
|
|
|
WDDO AM
|
|
Macon, GA
|
|
1240
|
|
April 1, 2020
|
|
|
WDEN FM
|
|
Macon, GA
|
|
99.1
|
|
April 1, 2020
|
|
|
WLZN FM
|
|
Macon, GA
|
|
92.3
|
|
April 1, 2020
|
|
|
WMAC AM
|
|
Macon, GA
|
|
940
|
|
April 1, 2020
|
|
|
WMGB FM
|
|
Montezuma, GA
|
|
95.1
|
|
April 1, 2020
|
|
|
WPEZ FM
|
|
Jeffersonville, GA
|
|
93.7
|
|
April 1, 2020
|
|
Melbourne, FL
|
WAOA FM
|
|
Melbourne, FL
|
|
107.1
|
|
February 1, 2020
|
|
|
WHKR FM
|
|
Rockledge, FL
|
|
102.7
|
|
February 1, 2020
|
|
|
WSJZ FM
|
|
Sebastian, FL
|
|
95.9
|
|
February 1, 2020
|
|
|
WLZR AM
|
|
Melbourne, FL
|
|
1560
|
|
February 1, 2012
|
|
Memphis, TN
|
WRBO FM
|
|
Como, MS
|
|
103.5
|
|
June 1, 2020
|
|
|
WGKX FM
|
|
Memphis, TN
|
|
105.9
|
|
August 1, 2020
|
|
|
WXMX FM
|
|
Millington, TN
|
|
98.1
|
|
August 1, 2020
|
|
|
WKIM FM
|
|
Munford, TN
|
|
98.9
|
|
August 1, 2020
|
|
Minneapolis, MN
|
KQRS FM
|
|
Golden Valley, MN
|
|
92.5
|
|
April 1, 2021
|
|
|
KXXR FM
|
|
Minneapolis, MN
|
|
93.7
|
|
April 1, 2021
|
|
|
WGVX FM
|
|
Lakeville, MN
|
|
105.1
|
|
April 1, 2021
|
|
|
WRXP FM
|
|
Cambridge, MN
|
|
105.3
|
|
April 1, 2021
|
|
|
WGVZ FM
|
|
Eden Prarie, MN
|
|
105.7
|
|
April 1, 2021
|
|
Mobile, AL
|
WBLX FM
|
|
Mobile, AL
|
|
92.9
|
|
April 1, 2020
|
|
|
WDLT FM
|
|
Saraland, AL
|
|
104.1
|
|
April 1, 2020
|
|
|
WGOK AM
|
|
Mobile, AL
|
|
900
|
|
April 1, 2020
|
|
|
WXQW AM
|
|
Fairhope, AL
|
|
660
|
|
April 1, 2020
|
|
|
WABD FM
|
|
Mobile, AL
|
|
97.5
|
|
April 1, 2020
|
|
Modesto, CA
|
KATM FM
|
|
Modesto, CA
|
|
103.3
|
|
December 1, 2013
|
|
|
KDJK FM
|
|
Mariposa, CA
|
|
103.9
|
|
December 1, 2021
|
|
|
KESP AM
|
|
Modesto, CA
|
|
970
|
|
December 1, 2021
|
|
|
KHKK FM
|
|
Modesto, CA
|
|
104.1
|
|
December 1, 2021
|
|
|
KHOP FM
|
|
Oakdale, CA
|
|
95.1
|
|
December 1, 2021
|
|
|
KWNN FM
|
|
Turlock, CA
|
|
98.3
|
|
December 1, 2021
|
|
Montgomery, AL
|
WHHY FM
|
|
Montgomery, AL
|
|
101.9
|
|
April 1, 2020
|
|
|
WLWI AM
|
|
Montgomery, AL
|
|
1440
|
|
April 1, 2020
|
|
|
WLWI FM
|
|
Montgomery, AL
|
|
92.3
|
|
April 1, 2020
|
|
|
WMSP AM
|
|
Montgomery, AL
|
|
740
|
|
April 1, 2020
|
|
|
WMXS FM
|
|
Montgomery, AL
|
|
103.3
|
|
April 1, 2020
|
|
|
WXFX FM
|
|
Prattville, AL
|
|
95.1
|
|
April 1, 2020
|
|
Muncie, IN
|
WLTI AM
|
|
New Castle, IN
|
|
1550
|
|
August 1, 2020
|
|
|
WMDH FM
|
|
New Castle, IN
|
|
102.5
|
|
August 1, 2020
|
|
Muskegon, MI
|
WLCS FM
|
|
North Muskegon, MI
|
|
98.3
|
|
October 1, 2020
|
|
|
WKLQ AM
|
|
Whitehall, MI
|
|
1490
|
|
October 1, 2020
|
|
|
WVIB FM
|
|
Holton, MI
|
|
100.1
|
|
October 1, 2020
|
|
|
WLAW FM
|
|
Newaygo, MI
|
|
92.5
|
|
October 1, 2020
|
|
|
WWSN FM
|
|
Whitehall, MI
|
|
97.5
|
|
October 1, 2020
|
|
Myrtle Beach, SC
|
WDAI FM
|
|
Pawleys Island, SC
|
|
98.5
|
|
December 1, 2011
|
|
|
WTOD AM
|
|
Hartsville, SC
|
|
1450
|
|
December 1, 2011
|
|
|
WLFF FM
|
|
Georgetown, SC
|
|
106.5
|
|
December 1, 2011
|
|
|
WSEA FM
|
|
Atlantic Beach, SC
|
|
100.3
|
|
December 1, 2011
|
|
|
WSYN FM
|
|
Surfside Beach, SC
|
|
103.1
|
|
December 1, 2011
|
|
|
WHSC AM
|
|
Conway, SC
|
|
1050
|
|
December 1, 2011
|
Market
|
Stations
|
|
City of License
|
|
Frequency
|
|
Expiration
Date of License
|
|
Nashville, TN
|
WQQK FM
|
|
Goodlettsville, TN
|
|
92.1
|
|
August 1, 2020
|
|
|
WSM FM
|
|
Nashville, TN
|
|
95.5
|
|
August 1, 2020
|
|
|
WWTN FM
|
|
Hendersonville, TN
|
|
99.7
|
|
August 1, 2020
|
|
|
WGFX FM
|
|
Gallatin, TN
|
|
104.5
|
|
August 1, 2020
|
|
|
WKDF FM
|
|
Nashville, TN
|
|
103.3
|
|
August 1, 2020
|
|
New London, CT
|
WQGN-FM
|
|
Groton, CT
|
|
105.5
|
|
April 1, 2014
|
|
|
WXLM AM
|
|
Groton, CT
|
|
980
|
|
April 1, 2014
|
|
|
WMOS FM
|
|
Stonington, CT
|
|
102.3
|
|
April 1, 2014
|
|
New Orleans, LA
|
KMEZ FM
|
|
Port Sulphur, LA
|
|
106.7
|
|
June 1, 2020
|
|
|
KKND FM
|
|
Belle Chasse, LA
|
|
102.9
|
|
June 1, 2020
|
|
|
WRKN FM
|
|
Laplace, LA
|
|
92.3
|
|
June 1, 2020
|
|
|
WMTI FM
|
|
Picayune, MS
|
|
106.1
|
|
June 1, 2020
|
|
New York, NY
|
WABC AM
|
|
New York, NY
|
|
770
|
|
June 1, 2014
|
|
|
WPLJ FM
|
|
New York, NY
|
|
95.5
|
|
June 1, 2014
|
|
|
WNSH FM
|
|
Newark, NJ
|
|
94.7
|
|
June 1, 2014
|
|
Oklahoma City, OK
|
KATT FM
|
|
Oklahoma City, OK
|
|
100.5
|
|
June 1, 2021
|
|
|
KKWD FM
|
|
Bethany, OK
|
|
104.9
|
|
June 1, 2021
|
|
|
WWLS FM
|
|
The Village, OK
|
|
98.1
|
|
June 1, 2021
|
|
|
KYIS FM
|
|
Oklahoma City, OK
|
|
98.9
|
|
June 1, 2021
|
|
|
KWPN AM
|
|
Moore, OK
|
|
640
|
|
June 1, 2021
|
|
|
WKY AM
|
|
Oklahoma City, OK
|
|
930
|
|
June 1, 2021
|
|
|
KQOB FM
|
|
Enid, OK
|
|
96.9
|
|
June 1, 2013
|
|
Oxnard-Ventura, CA
|
KBBY FM
|
|
Ventura, CA
|
|
95.1
|
|
December 1, 2013
|
|
|
KHAY FM
|
|
Ventura, CA
|
|
100.7
|
|
December 1, 2013
|
|
|
KVEN AM
|
|
Ventura, CA
|
|
1450
|
|
December 1, 2013
|
|
|
KVYB FM
|
|
Santa Barbara, CA
|
|
103.3
|
|
December 1, 2013
|
|
Pensacola, FL
|
WCOA AM
|
|
Pensacola, FL
|
|
1370
|
|
February 1, 2020
|
|
|
WJTQ FM
|
|
Pensacola, FL
|
|
100.7
|
|
February 1, 2020
|
|
|
WRRX FM
|
|
Gulf Breeze, FL
|
|
106.1
|
|
February 1, 2020
|
|
|
WXBM FM
|
|
Milton, FL
|
|
102.7
|
|
February 1, 2020
|
|
|
WMEZ FM
|
|
Pensacola, FL
|
|
94.1
|
|
February 1, 2020
|
|
Peoria, IL
|
WGLO FM
|
|
Pekin, IL
|
|
95.5
|
|
December 1, 2020
|
|
|
WVEL AM
|
|
Pekin, IL
|
|
1140
|
|
December 1, 2020
|
|
|
WIXO FM
|
|
Peoria, IL
|
|
105.7
|
|
December 1, 2020
|
|
|
WFYR FM
|
|
Elmwood, IL
|
|
97.3
|
|
December 1, 2020
|
|
|
WZPW FM
|
|
Peoria, IL
|
|
92.3
|
|
December 1, 2020
|
|
Providence, RI
|
WPRO AM
|
|
Providence, RI
|
|
630
|
|
April 1, 2014
|
|
|
WPRO FM
|
|
Providence, RI
|
|
92.3
|
|
April 1, 2014
|
|
|
WPRV AM
|
|
Providence, RI
|
|
790
|
|
April 1, 2014
|
|
|
WEAN FM
|
|
Wakefield-Peacedale, RI
|
|
99.7
|
|
April 1, 2014
|
|
|
WWLI FM
|
|
Providence, RI
|
|
105.1
|
|
April 1, 2014
|
|
|
WWKX FM
|
|
Woonsocket, RI
|
|
106.3
|
|
April 1, 2014
|
|
Reno, NV
|
KBUL FM
|
|
Carson City, NV
|
|
98.1
|
|
October 1, 2021
|
|
|
KKOH AM
|
|
Reno, NV
|
|
780
|
|
October 1, 2021
|
|
|
KNEV FM
|
|
Reno, NV
|
|
95.5
|
|
October 1, 2021
|
|
|
KWYL FM
|
|
South Lake Tahoe, CA
|
|
102.9
|
|
December 1, 2021
|
|
Saginaw, MI
|
WHNN FM
|
|
Bay City, MI
|
|
96.1
|
|
October 1, 2020
|
|
|
WILZ FM
|
|
Saginaw, MI
|
|
104.5
|
|
October 1, 2020
|
|
|
WIOG FM
|
|
Bay City, MI
|
|
102.5
|
|
October 1, 2020
|
|
|
WKQZ FM
|
|
Midland, MI
|
|
93.3
|
|
October 1, 2020
|
Market
|
Stations
|
|
City of License
|
|
Frequency
|
|
Expiration
Date of License
|
|
Salt Lake City, UT
|
KKAT AM
|
|
Salt Lake City, UT
|
|
860
|
|
October 1, 2021
|
|
|
KBEE FM
|
|
Salt Lake City, UT
|
|
98.7
|
|
October 1, 2021
|
|
|
KBER FM
|
|
Ogden, UT
|
|
101.1
|
|
October 1, 2021
|
|
|
KENZ FM
|
|
Ogden, UT
|
|
101.9
|
|
October 1, 2021
|
|
|
KHTB FM
|
|
Provo, UT
|
|
94.9
|
|
October 1, 2021
|
|
|
KFNZ AM
|
|
Salt Lake City, UT
|
|
1320
|
|
October 1, 2013
|
|
|
KJQS AM
|
|
Murray, UT
|
|
1230
|
|
October 1, 2021
|
|
|
KUBL FM
|
|
Salt Lake City, UT
|
|
93.3
|
|
October 1, 2021
|
|
San Francisco, CA
|
KGO AM
|
|
San Francisco, CA
|
|
810
|
|
December 1, 2013
|
|
|
KSFO AM
|
|
San Francisco, CA
|
|
560
|
|
December 1, 2013
|
|
|
KFFG FM
|
|
Los Gatos, CA
|
|
97.7
|
|
December 1, 2021
|
|
|
KFOG FM
|
|
San Francisco, CA
|
|
104.5
|
|
December 1, 2021
|
|
|
KNBR AM
|
|
San Francisco, CA
|
|
680
|
|
December 1, 2013
|
|
|
KSAN FM
|
|
San Mateo, CA
|
|
107.7
|
|
December 1, 2021
|
|
|
KTCT AM
|
|
San Mateo, CA
|
|
1050
|
|
December 1, 2021
|
|
Santa Barbara, CA
|
KRRF FM
|
|
Oak View, CA
|
|
106.3
|
|
December 1, 2013
|
|
Savannah, GA
|
WBMQ AM
|
|
Savannah, GA
|
|
630
|
|
April 1, 2020
|
|
|
WEAS FM
|
|
Springfield, GA
|
|
93.1
|
|
April 1, 2020
|
|
|
WIXV FM
|
|
Savannah, GA
|
|
95.5
|
|
April 1, 2020
|
|
|
WJCL FM
|
|
Savannah, GA
|
|
96.5
|
|
April 1, 2020
|
|
|
WJLG AM
|
|
Savannah, GA
|
|
900
|
|
April 1, 2020
|
|
|
WZAT FM
|
|
Savannah, GA
|
|
102.1
|
|
April 1, 2020
|
|
Shreveport, LA
|
KMJJ FM
|
|
Shreveport, LA
|
|
99.7
|
|
June 1, 2020
|
|
|
KQHN FM
|
|
Waskom, TX
|
|
97.3
|
|
August 1, 2021
|
|
|
KRMD AM
|
|
Shreveport, LA
|
|
1340
|
|
June 1, 2020
|
|
|
KRMD FM
|
|
Oil City, LA
|
|
101.1
|
|
June 1, 2020
|
|
|
KVMA FM
|
|
Shreveport, LA
|
|
102.9
|
|
June 1, 2020
|
|
Springfield, MA
|
WHLL AM
|
|
Springfield, MA
|
|
1450
|
|
April 1, 2014
|
|
|
WMAS FM
|
|
Enfield, CT
|
|
94.7
|
|
April 1, 2014
|
|
Stockton, CA
|
KJOY FM
|
|
Stockton, CA
|
|
99.3
|
|
December 1, 2021
|
|
|
KWIN FM
|
|
Lodi, CA
|
|
97.7
|
|
December 1, 2013
|
|
Syracuse, NY
|
WAQX FM
|
|
Manlius, NY
|
|
95.7
|
|
June 1, 2014
|
|
|
WXTL FM
|
|
Syracuse, NY
|
|
105.9
|
|
June 1, 2014
|
|
|
WSKO AM
|
|
Syracuse, NY
|
|
1260
|
|
June 1, 2014
|
|
|
WNTQ FM
|
|
Syracuse, NY
|
|
93.1
|
|
June 1, 2014
|
|
Tallahassee, FL
|
WBZE FM
|
|
Tallahassee, FL
|
|
98.9
|
|
February 1, 2020
|
|
|
WGLF FM
|
|
Tallahassee, FL
|
|
104.1
|
|
February 1, 2012
|
|
|
WHBT AM
|
|
Tallahassee, FL
|
|
1410
|
|
February 1, 2020
|
|
|
WHBX FM
|
|
Tallahassee, FL
|
|
96.1
|
|
February 1, 2020
|
|
|
WWLD FM
|
|
Cairo, GA
|
|
102.3
|
|
April 1, 2020
|
|
Toledo, OH
|
WKKO FM
|
|
Toledo, OH
|
|
99.9
|
|
October 1, 2020
|
|
|
WLQR AM
|
|
Toledo, OH
|
|
1470
|
|
October 1, 2020
|
|
|
WRQN FM
|
|
Bowling Green, OH
|
|
93.5
|
|
October 1, 2020
|
|
|
WLQR FM
|
|
Delta, OH
|
|
106.5
|
|
October 1, 2020
|
|
|
WWWM FM
|
|
Sylvania, OH
|
|
105.5
|
|
October 1, 2020
|
|
|
WXKR FM
|
|
Port Clinton, OH
|
|
94.5
|
|
October 1, 2020
|
|
|
WMIM FM
|
|
Luna Pier, MI
|
|
98.3
|
|
October 1, 2020
|
|
Topeka, KS
|
KDVB FM
|
|
Effingham, KS
|
|
96.9
|
|
June 1, 2021
|
|
|
KDVV FM
|
|
Topeka, KS
|
|
100.3
|
|
June 1, 2021
|
|
|
KMAJ AM
|
|
Topeka, KS
|
|
1440
|
|
June 1, 2021
|
|
|
KMAJ FM
|
|
Carbondale, KS
|
|
107.7
|
|
June 1, 2021
|
|
|
KTOP FM
|
|
St. Marys, KS
|
|
102.9
|
|
June 1, 2021
|
|
|
KRWP FM
|
|
Stockton, MO
|
|
107.7
|
|
February 1, 2021
|
|
|
KTOP AM
|
|
Topeka, KS
|
|
1490
|
|
June 1, 2021
|
|
|
KWIC FM
|
|
Topeka, KS
|
|
99.3
|
|
June 1, 2021
|
Market
|
Stations
|
|
City of License
|
|
Frequency
|
|
Expiration
Date of License
|
|
Tucson, AZ
|
KCUB AM
|
|
Tucson, AZ
|
|
1290
|
|
October 1, 2021
|
|
|
KHYT FM
|
|
Tucson, AZ
|
|
107.5
|
|
October 1, 2021
|
|
|
KIIM FM
|
|
Tucson, AZ
|
|
99.5
|
|
October 1, 2021
|
|
|
KSZR FM
|
|
Oro Valley, AZ
|
|
97.5
|
|
October 1, 2021
|
|
|
KTUC AM
|
|
Tucson, AZ
|
|
1400
|
|
October 1, 2021
|
|
Washington, DC
|
WMAL AM
|
|
Washington, DC
|
|
630
|
|
October 1, 2019
|
|
|
WRQX FM
|
|
Washington, DC
|
|
107.3
|
|
October 1, 2019
|
|
|
WMAL FM
|
|
Woodbridge, VA
|
|
105.9
|
|
October 1, 2019
|
|
Westchester, NY
|
WFAS AM
|
|
White Plains, NY
|
|
1230
|
|
June 1, 2014
|
|
|
WFAS FM
|
|
Bronxville, NY
|
|
103.9
|
|
June 1, 2014
|
|
Wichita Falls, TX
|
KLUR FM
|
|
Wichita Falls, TX
|
|
99.9
|
|
August 1, 2021
|
|
|
KOLI FM
|
|
Electra, TX
|
|
94.9
|
|
August 1, 2021
|
|
|
KQXC FM
|
|
Wichita Falls, TX
|
|
103.9
|
|
August 1, 2021
|
|
|
KYYI FM
|
|
Burkburnett, TX
|
|
104.7
|
|
August 1, 2021
|
|
Wilkes-Barre, PA
|
WARM AM
|
|
Scranton, PA
|
|
590
|
|
August 1, 2014
|
|
|
WBHT FM
|
|
Mountain Top, PA
|
|
97.1
|
|
August 1, 2014
|
|
|
WBSX FM
|
|
Hazleton, PA
|
|
97.9
|
|
August 1, 2014
|
|
|
WSJR FM
|
|
Dallas, PA
|
|
93.7
|
|
August 1, 2014
|
|
|
WBHD FM
|
|
Olyphant, PA
|
|
95.7
|
|
August 1, 2014
|
|
|
WMGS FM
|
|
Wilkes-Barre, PA
|
|
92.9
|
|
August 1, 2014
|
|
Wilmington, NC
|
WAAV AM
|
|
Leland, NC
|
|
980
|
|
December 1, 2019
|
|
|
WGNI FM
|
|
Wilmington, NC
|
|
102.7
|
|
December 1, 2019
|
|
|
WKXS FM
|
|
Leland, NC
|
|
94.5
|
|
December 1, 2019
|
|
|
WMNX FM
|
|
Wilmington, NC
|
|
97.3
|
|
December 1, 2019
|
|
|
WWQQ FM
|
|
Wilmington, NC
|
|
101.3
|
|
December 1, 2019
|
|
Worcester, MA
|
WORC FM
|
|
Webster, MA
|
|
98.9
|
|
April 1, 2014
|
|
|
WWFX FM
|
|
Southbridge, MA
|
|
100.1
|
|
April 1, 2014
|
|
|
WXLO FM
|
|
Fitchburg, MA
|
|
104.5
|
|
April 1, 2014
|
|
York, PA
|
WSOX FM
|
|
Red Lion, PA
|
|
96.1
|
|
August 1, 2014
|
|
|
WSBA AM
|
|
York, PA
|
|
910
|
|
August 1, 2014
|
|
|
WGLD AM
|
|
Manchester Township, PA
|
|
1440
|
|
August 1, 2014
|
|
|
WARM FM
|
|
York, PA
|
|
103.3
|
|
August 1, 2014
|
|
Youngstown, OH
|
WBBW AM
|
|
Youngstown, OH
|
|
1240
|
|
October 1, 2020
|
|
|
WHOT FM
|
|
Youngstown, OH
|
|
101.1
|
|
October 1, 2020
|
|
|
WLLF FM
|
|
Mercer, PA
|
|
96.7
|
|
August 1, 2014
|
|
|
WPIC AM
|
|
Sharon, PA
|
|
790
|
|
August 1, 2014
|
|
|
WQXK FM
|
|
Salem, OH
|
|
105.1
|
|
October 1, 2020
|
|
|
WSOM AM
|
|
Salem, OH
|
|
600
|
|
October 1, 2020
|
|
|
WWIZ FM
|
|
West Middlesex, PA
|
|
103.9
|
|
August 1, 2014
|
|
|
WYFM FM
|
|
Sharon, PA
|
|
102.9
|
|
August 1, 2014
|
Name
|
|
Age
|
|
Position(s)
|
Lewis W. Dickey, Jr.
|
|
52
|
|
Chairman, President, and Chief Executive Officer
|
Joseph P. Hannan
|
|
42
|
|
Senior Vice President, Treasurer and Chief Financial Officer
|
John G. Pinch
|
|
65
|
|
Executive Vice President and Co-Chief Operating Officer
|
John W. Dickey
|
|
47
|
|
Executive Vice President and Co-Chief Operating Officer
|
Richard S. Denning
|
|
47
|
|
Senior Vice President, Secretary and General Counsel
|
Item 1A.
|
Risk Factors
|
•
|
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;
|
•
|
we experience increased competition from non-radio sources;
|
•
|
there is a shift in population, demographics, audience tastes or other factors beyond our control;
|
•
|
an existing competitor was to strengthen its operations; or
|
•
|
any one or all of our stations were unable to maintain or increase advertising revenue or market share for any other reasons.
|
•
|
require prior FCC approval of license assignments and transfers;
|
•
|
limit the number of stations a broadcaster may own in a given local market; and
|
•
|
include ownership "attribution" rules that could limit our ability to acquire stations in certain markets where one or more of our stockholders, officers or directors has other media interests.
|
•
|
filings with the DOJ and the FTC under the HSR Act, where applicable;
|
•
|
awaiting expiration or termination of any applicable waiting period under the HSR Act; and
|
•
|
possible review by the DOJ or the FTC of antitrust issues under the HSR Act or otherwise.
|
•
|
identifying suitable acquisition candidates and negotiating definitive purchase agreements on satisfactory terms;
|
•
|
integrating operations and systems and managing a large and geographically diverse group of stations;
|
•
|
obtaining financing to complete acquisitions, which financing may not be available to us at times, in amounts, or at rates acceptable to us, if at all, and potentially the related risks associated with increased debt,
|
•
|
diverting our management’s attention from other business concerns;
|
•
|
potentially losing key employees at acquired stations; and
|
•
|
potential changes in the regulatory approval process that may make it materially more expensive, or materially delay our ability, to consummate any proposed acquisitions.
|
•
|
incur additional indebtedness and guarantee indebtedness;
|
•
|
pay dividends or make other distributions or repurchase or redeem capital stock;
|
•
|
prepay, redeem or repurchase certain debt;
|
•
|
issue certain preferred stock or similar equity securities;
|
•
|
make loans and investments;
|
•
|
sell assets;
|
•
|
incur liens;
|
•
|
enter into transactions with affiliates;
|
•
|
alter the businesses we conduct;
|
•
|
enter into agreements restricting our restricted subsidiaries’ ability to pay dividends; and
|
•
|
consolidate, merge or sell all or substantially all of our assets.
|
•
|
limited in how we conduct our business;
|
•
|
unable to raise additional debt or equity financing to operate during general economic or business downturns; or
|
•
|
unable to compete effectively or to take advantage of new business opportunities.
|
•
|
conditions and trends in the radio broadcasting industry;
|
•
|
actual or anticipated variations in our 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.
|
•
|
the possibility that we may be unable to achieve certain expected revenue results, including as a result of unexpected factors or events;
|
•
|
our ability to execute our business plan and strategy;
|
•
|
our ability to execute and implement our acquisition and divestiture strategies;
|
•
|
the possibility that we may be unable to achieve any expected cost-saving or operational synergies in connection with any acquisitions or business improvements, or achieve them within the expected time periods;
|
•
|
general economic or business conditions affecting the radio broadcasting industry being less favorable than expected, including the impact of decreased spending by advertisers;
|
•
|
our ability to attract, motivate and/or retain key executives and associates;
|
•
|
increased competition in the radio broadcasting industry;
|
•
|
the impact of current or pending legislation and regulations, antitrust considerations, and pending or future litigation or claims;
|
•
|
changes in regulatory or legislative policies or actions or in regulatory bodies;
|
•
|
changes in uncertain tax positions and tax rates;
|
•
|
changes in the financial markets;
|
•
|
changes in capital expenditure requirements;
|
•
|
changes in market conditions that could impair our goodwill or intangible assets;
|
•
|
changes in interest rates; and
|
•
|
other risks and uncertainties.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder, Matters and Issuer Purchases of Equity Securities
|
Year
|
High
|
|
Low
|
||||
2012
|
|
|
|
||||
First Quarter
|
$
|
3.91
|
|
|
$
|
3.21
|
|
Second Quarter
|
$
|
3.63
|
|
|
$
|
2.75
|
|
Third Quarter
|
$
|
3.11
|
|
|
$
|
2.44
|
|
Fourth Quarter
|
$
|
2.76
|
|
|
$
|
2.16
|
|
2013
|
|
|
|
||||
First Quarter
|
$
|
3.45
|
|
|
$
|
2.61
|
|
Second Quarter
|
$
|
3.89
|
|
|
$
|
2.90
|
|
Third Quarter
|
$
|
5.59
|
|
|
$
|
3.31
|
|
Fourth Quarter
|
$
|
7.79
|
|
|
$
|
4.87
|
|
|
12/31/2008
|
|
12/31/2009
|
|
12/31/2010
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
||||||||||||
Cumulus
|
$
|
100.00
|
|
|
$
|
91.57
|
|
|
$
|
173.09
|
|
|
$
|
134.14
|
|
|
$
|
107.23
|
|
|
$
|
310.75
|
|
S&P 500
|
100.00
|
|
|
139.23
|
|
|
139.23
|
|
|
139.23
|
|
|
157.90
|
|
|
204.63
|
|
||||||
NASDAQ
|
100.00
|
|
|
143.89
|
|
|
168.22
|
|
|
165.19
|
|
|
191.47
|
|
|
264.84
|
|
||||||
Radio Index (1)
|
100.00
|
|
|
183.84
|
|
|
328.59
|
|
|
317.73
|
|
|
340.47
|
|
|
519.72
|
|
(1)
|
The Radio Index consists of the following companies: Beasley Broadcast Group, Inc., CC Media Holdings, Inc. (Clear Channel Holdings, Inc.), Emmis Communications Corp., Entercom Communications Corp., Radio One, Inc., and Saga Communications, Inc.
|
Item 6.
|
Selected Financial Data
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011 (1)
|
|
2010
|
|
2009
|
||||||||||
STATEMENT OF OPERATIONS DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
1,026,138
|
|
|
$
|
1,002,272
|
|
|
$
|
466,044
|
|
|
$
|
189,441
|
|
|
$
|
184,991
|
|
Direct operating expenses (excluding depreciation, amortization and LMA fees)
|
668,252
|
|
|
622,884
|
|
|
284,921
|
|
|
115,092
|
|
|
120,275
|
|
|||||
Depreciation and amortization
|
112,511
|
|
|
135,575
|
|
|
48,730
|
|
|
7,212
|
|
|
9,074
|
|
|||||
LMA fees
|
3,716
|
|
|
3,465
|
|
|
2,425
|
|
|
1,910
|
|
|
2,176
|
|
|||||
Corporate general and administrative expenses (including non-cash stock-based compensation expense)
|
59,830
|
|
|
57,438
|
|
|
90,761
|
|
|
18,519
|
|
|
20,699
|
|
|||||
Gain on exchange of assets or stations
|
(3,685
|
)
|
|
—
|
|
|
(14,217
|
)
|
|
—
|
|
|
(7,204
|
)
|
|||||
Realized (gain) loss on derivative instrument
|
(1,852
|
)
|
|
(12
|
)
|
|
3,368
|
|
|
1,957
|
|
|
3,640
|
|
|||||
Impairment of intangible assets and goodwill (2)
|
—
|
|
|
125,985
|
|
|
—
|
|
|
671
|
|
|
174,950
|
|
|||||
Operating income (loss)
|
187,366
|
|
|
56,937
|
|
|
50,056
|
|
|
44,080
|
|
|
(138,619
|
)
|
|||||
Interest expense, net
|
(176,981
|
)
|
|
(198,628
|
)
|
|
(86,989
|
)
|
|
(30,307
|
)
|
|
(33,989
|
)
|
|||||
Loss on early extinguishment of debt
|
(34,934
|
)
|
|
(2,432
|
)
|
|
(4,366
|
)
|
|
—
|
|
|
—
|
|
|||||
Terminated transaction expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,847
|
)
|
|
—
|
|
|||||
Other (expense) income, net
|
(302
|
)
|
|
(2,479
|
)
|
|
61
|
|
|
108
|
|
|
(128
|
)
|
|||||
Gain on equity investment in Cumulus Media Partners, LLC
|
—
|
|
|
—
|
|
|
11,636
|
|
|
—
|
|
|
—
|
|
|||||
(Loss) income from continuing operations before income taxes
|
(24,851
|
)
|
|
(146,602
|
)
|
|
(29,602
|
)
|
|
6,034
|
|
|
(172,736
|
)
|
|||||
Income tax benefit (expense)
|
68,464
|
|
|
34,670
|
|
|
11,259
|
|
|
(688
|
)
|
|
9,372
|
|
|||||
Income (loss) from continuing operations
|
43,613
|
|
|
(111,932
|
)
|
|
(18,343
|
)
|
|
5,346
|
|
|
(163,364
|
)
|
|||||
Income from discontinued operations, net of taxes
|
132,470
|
|
|
79,203
|
|
|
82,203
|
|
|
24,056
|
|
|
36,662
|
|
|||||
Net income (loss)
|
176,083
|
|
|
(32,729
|
)
|
|
63,860
|
|
|
29,402
|
|
|
(126,702
|
)
|
|||||
Less: dividends declared and accretion of redeemable preferred stock
|
10,676
|
|
|
21,432
|
|
|
6,961
|
|
|
—
|
|
|
—
|
|
|||||
Income (loss) attributable to common shareholders
|
$
|
165,407
|
|
|
$
|
(54,161
|
)
|
|
$
|
56,899
|
|
|
$
|
29,402
|
|
|
$
|
(126,702
|
)
|
Basic income (loss) per common share
|
$
|
0.76
|
|
|
$
|
(0.33
|
)
|
|
$
|
0.80
|
|
|
$
|
0.70
|
|
|
$
|
(3.13
|
)
|
Diluted income (loss) per common share
|
$
|
0.75
|
|
|
$
|
(0.33
|
)
|
|
$
|
0.80
|
|
|
$
|
0.68
|
|
|
$
|
(3.13
|
)
|
|
Year Ended December 31,
|
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
||||||||||
OTHER DATA:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA (3)
|
$
|
330,018
|
|
|
$
|
358,054
|
|
|
$
|
110,531
|
|
|
$
|
81,375
|
|
|
$
|
57,385
|
|
|
Ratio of earnings to fixed charges
|
|
(4)
|
|
(4)
|
|
(4)
|
1.2
|
|
|
|
(4)
|
|||||||||
Cash flows related to:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
121,141
|
|
|
$
|
179,490
|
|
|
$
|
71,751
|
|
|
$
|
42,553
|
|
|
$
|
28,691
|
|
|
Investing activities
|
(92,625
|
)
|
|
98,143
|
|
|
(2,031,256
|
)
|
|
(2,240
|
)
|
|
(3,060
|
)
|
|
|||||
Financing activities
|
(83,774
|
)
|
|
(220,175
|
)
|
|
1,977,283
|
|
|
(43,723
|
)
|
|
(62,410
|
)
|
|
|||||
Capital expenditures
|
(11,081
|
)
|
|
(6,607
|
)
|
|
(6,690
|
)
|
|
(2,475
|
)
|
|
(3,110
|
)
|
|
|||||
BALANCE SHEET DATA:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
3,870,435
|
|
|
$
|
3,743,575
|
|
|
$
|
4,040,591
|
|
|
$
|
319,636
|
|
|
$
|
334,064
|
|
|
Long-term debt (including current portion)
|
2,626,893
|
|
|
2,701,067
|
|
|
2,850,537
|
|
|
591,008
|
|
|
633,508
|
|
|
|||||
Total stockholders’ equity (deficit)
|
$
|
512,740
|
|
|
$
|
246,633
|
|
|
$
|
290,713
|
|
|
$
|
(341,309
|
)
|
|
$
|
(372,512
|
)
|
|
(1)
|
Revenues of $288.3 million attributable to the acquisitions of CMP and Citadel in 2011 are included in the selected historical consolidated financial information for the year ended December 31, 2011.
|
(2)
|
Impairment charge recorded in connection with our interim and annual impairment testing under ASC 350. See Note 6, “Intangible Assets and Goodwill,” in the consolidated financial statements included elsewhere in this Form 10-K for further discussion.
|
(3)
|
Adjusted EBITDA consists of net (loss) income before depreciation and amortization, LMA fees, acquisition-related costs, non-cash stock-based compensation expense, gain or loss on exchange of assets or stations, realized gain or loss on derivative instruments, impairment of intangible assets and goodwill, interest expense, loss on the early extinguishment of debt, other income or expense, net, gain on equity investment in CMP, and income tax benefit or expense. Adjusted EBITDA is not a measure of financial performance calculated in accordance with GAAP. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a quantitative and qualitative reconciliation of Adjusted EBITDA to the most directly comparable financial measure calculated in accordance with accounting principles generally accepted in the United States (“GAAP”).
|
(4)
|
Earnings for the years ended December 31, 2013, 2012, 2011 and 2009 were inadequate to cover fixed charges. The coverage deficiency for these years was $35,527, $168,034, $36,653, and $172,744, respectively. For purposes of calculating the ratio of earnings to fixed charges, earnings consist of earnings before provision for income taxes, and non-controlling interest, plus fixed charges. Fixed charges consist of interest expense, amortized discounts, and preference security dividend requirements.
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Year Ended December 31,
|
|
2013 vs 2012
|
|
2012 vs 2011
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
STATEMENT OF OPERATIONS DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net revenues
|
$
|
1,026,138
|
|
|
$
|
1,002,272
|
|
|
$
|
466,044
|
|
|
$
|
23,866
|
|
|
2.4
|
%
|
|
$
|
536,228
|
|
|
115.1
|
%
|
Direct operating expenses (excluding depreciation, amortization and LMA fees)
|
668,252
|
|
|
622,884
|
|
|
284,921
|
|
|
45,368
|
|
|
7.3
|
%
|
|
337,963
|
|
|
118.6
|
%
|
|||||
Depreciation and amortization
|
112,511
|
|
|
135,575
|
|
|
48,730
|
|
|
(23,064
|
)
|
|
-17.0
|
%
|
|
86,845
|
|
|
178.2
|
%
|
|||||
LMA fees
|
3,716
|
|
|
3,465
|
|
|
2,425
|
|
|
251
|
|
|
7.2
|
%
|
|
1,040
|
|
|
42.9
|
%
|
|||||
Corporate general and administrative expenses (including stock-based compensation expense)
|
59,830
|
|
|
57,438
|
|
|
90,761
|
|
|
2,392
|
|
|
4.2
|
%
|
|
(33,323
|
)
|
|
-36.7
|
%
|
|||||
Gain on exchange of assets or stations
|
(3,685
|
)
|
|
—
|
|
|
(14,217
|
)
|
|
(3,685
|
)
|
|
**
|
|
14,217
|
|
|
100.0
|
%
|
||||||
Realized (gain) loss on derivative instrument
|
(1,852
|
)
|
|
(12
|
)
|
|
3,368
|
|
|
(1,840
|
)
|
|
**
|
|
(3,380
|
)
|
|
-100.4
|
%
|
||||||
Impairment of intangible assets and goodwill
|
—
|
|
|
125,985
|
|
|
—
|
|
|
(125,985
|
)
|
|
-100.0
|
%
|
|
125,985
|
|
|
**
|
||||||
Operating income
|
187,366
|
|
|
56,937
|
|
|
50,056
|
|
|
130,429
|
|
|
229.1
|
%
|
|
6,881
|
|
|
13.7
|
%
|
|||||
Interest expense, net
|
(176,981
|
)
|
|
(198,628
|
)
|
|
(86,989
|
)
|
|
21,647
|
|
|
10.9
|
%
|
|
(111,639
|
)
|
|
128.3
|
%
|
|||||
Loss on early extinguishment of debt
|
(34,934
|
)
|
|
(2,432
|
)
|
|
(4,366
|
)
|
|
(32,502
|
)
|
|
**
|
|
1,934
|
|
|
44.3
|
%
|
||||||
Other (expense) income, net
|
(302
|
)
|
|
(2,479
|
)
|
|
61
|
|
|
2,177
|
|
|
87.8
|
%
|
|
(2,540
|
)
|
|
**
|
||||||
Gain on equity investment in Cumulus Media Partners, LLC
|
—
|
|
|
—
|
|
|
11,636
|
|
|
—
|
|
|
**
|
|
(11,636
|
)
|
|
-100.0
|
%
|
||||||
Loss from continuing operations before income taxes
|
(24,851
|
)
|
|
(146,602
|
)
|
|
(29,602
|
)
|
|
121,751
|
|
|
83.0
|
%
|
|
(117,000
|
)
|
|
**
|
||||||
Income tax benefit
|
68,464
|
|
|
34,670
|
|
|
11,259
|
|
|
33,794
|
|
|
97.5
|
%
|
|
23,411
|
|
|
**
|
||||||
Income (loss) from continuing operations
|
43,613
|
|
|
(111,932
|
)
|
|
(18,343
|
)
|
|
155,545
|
|
|
139.0
|
%
|
|
(93,589
|
)
|
|
**
|
||||||
Income from discontinued operations, net of taxes
|
132,470
|
|
|
79,203
|
|
|
82,203
|
|
|
53,267
|
|
|
67.3
|
%
|
|
(3,000
|
)
|
|
-3.6
|
%
|
|||||
Net income (loss)
|
176,083
|
|
|
(32,729
|
)
|
|
63,860
|
|
|
208,812
|
|
|
638.0
|
%
|
|
(96,589
|
)
|
|
**
|
||||||
Less: dividends declared and accretion of redeemable preferred stock
|
10,676
|
|
|
21,432
|
|
|
6,961
|
|
|
(10,756
|
)
|
|
-50.2
|
%
|
|
14,471
|
|
|
**
|
||||||
Income (loss) attributable to common shareholders
|
$
|
165,407
|
|
|
$
|
(54,161
|
)
|
|
$
|
56,899
|
|
|
$
|
219,568
|
|
|
405.4
|
%
|
|
$
|
(111,060
|
)
|
|
**
|
|
OTHER DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
|
$
|
330,018
|
|
|
$
|
358,054
|
|
|
$
|
110,531
|
|
|
$
|
(28,036
|
)
|
|
-7.8
|
%
|
|
$
|
247,523
|
|
|
223.9
|
%
|
**
|
Calculation is not meaningful.
|
|
Year Ended December 31,
|
|
|
||||||||
|
2012
|
|
2011
|
|
$ Change
|
||||||
7.75% senior notes
|
$
|
47,275
|
|
|
$
|
29,941
|
|
|
$
|
17,334
|
|
Bank borrowings — term loans and revolving credit facilities
|
140,525
|
|
|
53,845
|
|
|
86,680
|
|
|||
Bank borrowings yield adjustment — interest rate swap and cap
|
—
|
|
|
3,708
|
|
|
(3,708
|
)
|
|||
Change in fair value of interest rate swap
|
11,443
|
|
|
(3,582
|
)
|
|
15,025
|
|
|||
Other interest expense
|
331
|
|
|
3,476
|
|
|
(3,145
|
)
|
|||
Interest income
|
(946
|
)
|
|
(399
|
)
|
|
(547
|
)
|
|||
Interest expense, net
|
$
|
198,628
|
|
|
$
|
86,989
|
|
|
$
|
111,639
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
2012
|
|
2011
|
|
% Change
|
|||||
Net (loss) income
|
$
|
(32,729
|
)
|
|
$
|
63,860
|
|
|
(151.3
|
)%
|
Income tax benefit
|
(34,670
|
)
|
|
(11,259
|
)
|
|
(207.9
|
)%
|
||
Non-operating expenses, including net interest expense
|
201,107
|
|
|
86,928
|
|
|
131.3
|
%
|
||
LMA fees
|
3,465
|
|
|
2,425
|
|
|
42.9
|
%
|
||
Depreciation and amortization
|
135,575
|
|
|
48,730
|
|
|
178.2
|
%
|
||
Stock-based compensation expense
|
18,779
|
|
|
10,744
|
|
|
74.8
|
%
|
||
Gain on exchange of assets or stations
|
—
|
|
|
(14,217
|
)
|
|
**
|
|||
Realized (gain) loss on derivative instrument
|
(12
|
)
|
|
3,368
|
|
|
(100.4
|
)%
|
||
Acquisition-related costs
|
16,989
|
|
|
—
|
|
|
**
|
|||
Franchise taxes
|
336
|
|
|
—
|
|
|
**
|
|||
Impairment of intangible assets and goodwill
|
125,985
|
|
|
—
|
|
|
**
|
|||
Loss on early extinguishment of debt
|
2,432
|
|
|
4,366
|
|
|
(44.3
|
)%
|
||
Gain on equity investment in CMP
|
—
|
|
|
(11,636
|
)
|
|
**
|
|||
Discontinued operations:
|
|
|
|
|
|
|
||||
Income from discontinued operations, net of tax
|
(79,203
|
)
|
|
(72,778
|
)
|
|
(8.8
|
)%
|
||
Adjusted EBITDA
|
$
|
358,054
|
|
|
$
|
110,531
|
|
|
223.9
|
%
|
|
2013
|
|
2012
|
|
2011
|
||||||
Repayments of bank borrowings
|
$
|
2,111,688
|
|
|
$
|
174,313
|
|
|
$
|
1,264,676
|
|
Interest payments
|
164,893
|
|
|
192,083
|
|
|
69,558
|
|
|||
Capital expenditures
|
11,081
|
|
|
6,607
|
|
|
6,690
|
|
|||
Acquisition and purchase of intangible assets
|
322,838
|
|
|
9,998
|
|
|
2,024,172
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
(Dollars in thousands)
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
121,141
|
|
|
$
|
179,490
|
|
|
$
|
71,751
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
(Dollars in thousands)
|
|
|
|
|
|
||||||
Net cash (used in) provided by investing activities
|
$
|
(92,625
|
)
|
|
$
|
98,143
|
|
|
$
|
(2,031,256
|
)
|
|
2013
|
|
2012
|
|
2011
|
||||||
(Dollars in thousands)
|
|
|
|
|
|
||||||
Net cash (used in) provided by financing activities
|
$
|
(83,774
|
)
|
|
$
|
(220,175
|
)
|
|
$
|
1,977,283
|
|
•
|
shares outstanding, including certain warrants, of 234.5 million as of
December 31, 2013
;
|
•
|
closing price of our Class A common stock on
December 31, 2013
of $7.73 per share; and
|
•
|
total debt of $2.6 billion, on
December 31, 2013
.
|
•
|
the projected operating revenues and expenses through 2018;
|
•
|
the estimation of initial and on-going capital expenditures (based on market size);
|
•
|
depreciation on initial and on-going capital expenditures (we calculated depreciation using accelerated double declining balance guidelines over five years for the value of the tangible assets necessary for a radio station to go on-the-air);
|
•
|
the estimation of working capital requirements (based on working capital requirements for comparable companies);
|
•
|
the calculations of yearly net free cash flows to invested capital; and
|
•
|
amortization of the intangible asset — the FCC license (we calculated amortization on a straight line basis over 15 years).
|
|
Units Of Accounting As Of December 31, 2013
Percentage Range By Which Fair Value Exceeds Carrying Value
|
||||||||||||||
|
0% to 5%
|
|
Greater than 5%
to 10%
|
|
Greater than 10%
to 15%
|
|
Greater than
15%
|
||||||||
Number of markets
|
15
|
|
|
4
|
|
|
9
|
|
|
64
|
|
||||
Carrying value (in thousands)
|
$
|
209,467
|
|
|
$
|
55,821
|
|
|
$
|
271,710
|
|
|
$
|
1,059,338
|
|
Contractual Cash Obligations
|
Total
|
|
Less Than 1
Year
|
|
1 to 3 Years
|
|
3 to 5 years
|
|
After 5 Years
|
||||||||||
Long-term debt (1)
|
$
|
3,512,489
|
|
|
$
|
139,275
|
|
|
$
|
266,675
|
|
|
$
|
266,675
|
|
|
$
|
2,839,864
|
|
Operating leases
|
120,482
|
|
|
24,196
|
|
|
37,966
|
|
|
26,122
|
|
|
32,198
|
|
|||||
Other contractual obligations (2)
|
553,636
|
|
|
125,800
|
|
|
253,027
|
|
|
98,616
|
|
|
76,193
|
|
|||||
Total contractual cash obligations
|
$
|
4,186,607
|
|
|
$
|
289,271
|
|
|
$
|
557,668
|
|
|
$
|
391,413
|
|
|
$
|
2,948,255
|
|
(1)
|
Based on amounts outstanding, interest rates and required repayments as of
December 31, 2013
. Also assumes that outstanding indebtedness will not be refinanced prior to scheduled maturity.
|
(2)
|
Consists of contractual obligations for goods or services including broadcasting rights that are enforceable and legally binding obligations that include all significant terms.
|
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
|
Item 9A.
|
Controls and Procedures
|
/s/ Lewis W. Dickey, Jr.
|
/s/ Joseph P. Hannan
|
|
|
Chairman, President and Chief Executive Officer
|
Senior Vice President, Treasurer and Chief Financial Officer
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors and Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Plan Category
|
To be Issued
Upon Exercise of
Outstanding Options
Warrants and Rights (a)
|
|
Weighted-Average
Exercise Price of
Outstanding Options
Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a))
|
||||
Equity Compensation Plans Approved by Stockholders
|
28,550,185
|
|
|
$
|
4.76
|
|
|
5,611,650
|
|
Equity Compensation Plans Not Approved by Stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
28,550,185
|
|
|
$
|
4.76
|
|
|
5,611,650
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
2.1
|
|
Agreement and Plan of Merger, dated August 30, 2013, by and among Cumulus Media Holdings Inc., Dial Global, Inc., Cardinals Merger Corporation and DG LA Members, LLC (incorporated by reference to Exhibit 2.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on December 13, 2013).
|
|
|
|
3.1
|
|
Third Amended and Restated Certificate of Incorporation of Cumulus Media Inc., effective as of September 16, 2011 (incorporated herein by reference to Exhibit 3.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
|
|
|
|
3.2
|
|
Certificate of Designation of Series A Preferred Stock of Cumulus Media Inc., effective as of September 16, 2011 (incorporated herein by reference to Exhibit 3.2 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
|
|
|
|
3.3
|
|
Form of Certificate of Designation of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24545, filed on August 7, 2013).
|
|
|
|
3.4
|
|
Amended and Restated Bylaws of Cumulus Media Inc., as amended through November 8, 2011 (incorporated herein by reference to Exhibit 3.3 to Cumulus Media Inc.’s Quarterly Report on Form 10-Q, File No. 000-24525, filed on November 14, 2011).
|
|
|
|
4.1
|
|
Form of Class A Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on August 2, 2002).
|
|
|
|
4.2
|
|
Form of Class B Common Stock Certificate (incorporated herein by reference to Exhibit 4.2 to Amendment No. 1 to Cumulus Media Inc.’s Registration Statement on Form S-3/A, File No. 333-176294, filed on September 22, 2011).
|
|
|
|
4.3
|
|
Warrant Agreement, dated as of June 29, 2009, among Cumulus Media Inc., the Consenting Lenders signatory thereto and Lewis W. Dickey, Sr., Lewis W. Dickey, Jr., John W. Dickey, Michael W. Dickey, David W. Dickey, Lewis W. Dickey, Sr. Revocable Trust and DBBC, LLC (incorporated herein by reference to Exhibit 10.2 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on June 30, 2009).
|
|
|
|
4.4
|
|
Form of Warrant Certificate (incorporated herein by reference to Exhibit 4.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on June 30, 2009).
|
|
|
|
4.5
|
|
Warrant Agreement, dated as of September 16, 2011, between Cumulus Media Inc., Computershare Inc. and Computershare Trust Company, N.A., as Warrant Agent (incorporated herein by reference to Exhibit 4.2 to Cumulus Media Inc’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
|
|
|
|
4.6
|
|
Form of Warrant Statement (included as Exhibit A-1 in Exhibit 4.6) (incorporated herein by reference to Exhibit 4.3 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
|
|
|
|
4.7
|
|
Form of Global Warrant Certificate (included as Exhibit A-2 in Exhibit 4.6) (incorporated herein by reference to Exhibit 4.4 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
|
|
|
|
4.8
|
|
Warrant, dated as of September 16, 2011, issued to Crestview Radio Investors, LLC (incorporated herein by reference to Exhibit 4.5 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
|
|
|
|
4.9
|
|
Registration Rights Agreement, effective as of August 1, 2011, by and among Cumulus Media Inc. and the stockholders (as defined therein) that are parties thereto (incorporated herein by reference to Exhibit 4.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on August 4, 2011).
|
|
|
|
4.10
|
|
Registration Rights Agreement, effective as of September 16, 2011, by and among Cumulus Media Inc., Crestview Radio Investors, LLC, UBS Securities LLC and other investors signatory thereto (incorporated herein by reference to Exhibit 10.5 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
|
|
|
|
4.11
|
|
Stockholders’ Agreement, dated as of September 16, 2011, among Cumulus Media Inc., BA Capital Company, L.P. and Banc of America Capital Investors SBIC, L.P., Blackstone FC Communications Partners L.P., Lewis W. Dickey, Jr., John W. Dickey, David W. Dickey, Michael W. Dickey, Lewis W. Dickey, Sr. and DBBC, L.L.C., Crestview Radio Investors, LLC, MIHI LLC, UBS Securities LLC and any other person who becomes a party thereto (incorporated herein by reference to Exhibit 10.6 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
|
|
|
|
4.12
|
|
Indenture, dated as of May 13, 2011, among Cumulus Media Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to Cumulus Media Inc.’s Current Report on Form 8- K, File No. 000-24525, filed on May 16, 2011).
|
|
|
|
4.13
|
|
Form of 7.75% Senior Notes due 2019 (included as Exhibits A and B in Exhibit 4.15) (incorporated herein by reference to Exhibit 4.2 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on May 16, 2011).
|
|
|
|
4.14
|
|
First Supplemental Indenture, dated as of September 16, 2011, by and among Cumulus Media Holdings Inc., Cumulus Media Inc., the other parties signatory thereto and U.S. Bank National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to Cumulus Media Inc’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
|
|
|
|
4.15
|
|
Second Supplemental Indenture, dated as of October 16, 2011, by and among Cumulus Media Holdings Inc., each of the subsidiaries of Cumulus Media Holdings Inc. signatory thereto and U.S. Bank National Association, as Trustee (incorporated herein by reference to Exhibit 4.12 to Cumulus Media Inc.’s Quarterly Report on Form 10-Q, File No. 000- 24525, filed on November 14, 2011).
|
|
|
|
4.16
|
|
Third Supplemental Indenture, effective October 17, 2011, by and among Cumulus Media Holdings Inc., each of the subsidiaries of Cumulus Media Holdings Inc. signatory thereto and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.5 to Cumulus Media Inc. Registration Statement on Form S-4/A, File No. 333-178647, filed on March 5, 2012).
|
|
|
|
4.17 **
|
|
Fourth Supplemental Indenture, dated as of December 23, 2013, by and among Cumulus Media Holdings Inc., each of the subsidiaries of Cumulus Media Holdings Inc. signatory thereto and U.S. Bank National Association, as Trustee.
|
|
|
|
10.1 *
|
|
Cumulus Media Inc. 2000 Stock Incentive Plan (incorporated herein by reference to Exhibit 4.1 to Cumulus Media Inc.’s Registration Statement on Form S-8, File No. 333-62538, filed on June 7, 2001).
|
|
|
|
10.2 *
|
|
Cumulus Media Inc. 2002 Stock Incentive Plan (incorporated herein by reference to Exhibit 4.1 to Cumulus Media Inc.’s Registration Statement on Form S-8, File No. 333-104542, filed on April 15, 2003).
|
|
|
|
10.3 *
|
|
Cumulus Media Inc. Amended and Restated 2004 Equity Incentive Plan (incorporated herein by reference to Exhibit A to Cumulus Media's Proxy Statement on Schedule 14A, File No. 000-24525, filed on April 13, 2007).
|
|
|
10.4 *
|
|
Cumulus Media Inc. 2008 Equity Incentive Plan (incorporated herein by reference to Exhibit A to Cumulus Media Inc.’s Proxy Statement on Schedule 14A, File No. 000-24525, filed on October 17, 2008).
|
|
|
|
10.5 *
|
|
Form of Restricted Shares Agreement pursuant to Cumulus Media Inc. 1998 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on May 27, 2008).
|
|
|
|
10.6 *
|
|
Restricted Shares Agreement, dated April 25, 2005, between Cumulus Media Inc. and Lewis W. Dickey, Jr. (incorporated herein by reference to Exhibit 10.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on April 29, 2005).
|
|
|
|
10.7 *
|
|
Form of Restricted Shares Agreement (incorporated herein by reference to Exhibit 10.2 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on April 29, 2005).
|
|
|
|
10.8 *
|
|
Form of Restricted Stock Certificate (incorporated herein by reference to Exhibit (d)(7) to Cumulus Media Inc.’s Schedule TO-I, File No. 005-54277, filed on December 1, 2008).
|
|
|
|
10.9 *
|
|
Form of Stock Option Award Certificate (incorporated herein by reference to Exhibit (d)(8) to Cumulus Media Inc.’s Schedule TO-I, File No. 005-54277, filed on December 1, 2008).
|
|
|
|
10.10 *
|
|
Form of 2008 Equity Incentive Plan Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on March 4, 2009).
|
|
|
|
10.11 *
|
|
Form of 2008 Equity Incentive Plan Stock Option Award Agreement (incorporated by reference to Exhibit 10.14 to Cumulus Media Inc.’s Annual Report on Form 10-K, File No. 000-24525, filed on March 16, 2009).
|
|
|
|
10.12 *
|
|
Cumulus Media Inc. 2011 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.7 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
|
|
|
|
10.13 *
|
|
Form of Nonqualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.8 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on September 22, 2011).
|
|
|
|
10.14 *
|
|
Form of Non employee Director Restricted Stock Agreement under the Cumulus Media Inc. 2011 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Cumulus Media Inc.’s Quarterly Report on Form 10-Q, File No. 000- 24525, filed on May 7, 2012).
|
|
|
|
10.15*
|
|
Form of Employment Agreement with certain executive officers, dated as of November 29, 2011 (incorporated herein by reference to Exhibit 10.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on December 2, 2011).
|
|
|
|
10.16
|
|
Receivables Sale and Servicing Agreement, dated as of December 6, 2013, by and among each of the originators party thereto, CMI Receivables Funding LLC, as Buyer, and Cumulus Media Holdings Inc., as Servicer (incorporated by reference to Exhibit 10.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24545, filed on December 12, 2013).
|
|
|
|
10.17
|
|
Receivables Funding and Administration Agreement, dated as of December 6, 2013, by and among CMI Receivables Funding LLC, as Borrower, the lenders signatory thereto from time to time and General Electric Capital Corporation, as a lender, as Swing Line Lender and as Administrative Agent (incorporated by reference to Exhibit 10.2 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24545, filed on December 12, 2013).
|
|
|
10.18
|
|
Amended and Restated Credit Agreement, dated as of December 23, 2013, among Cumulus Media Inc., Cumulus Media Holdings Inc., as Borrower, certain lenders, JPMorgan Chase Bank, N.A., as lender and Administrative Agent, Royal Bank of Canada and Macquarie Capital (USA) Inc., as co-syndication agents, and Credit Suisse AG, Cayman Islands Branch, Fifth Third Bank, Goldman Sachs Bank USA and ING Capital LLC, as co-documentation agents (incorporated by reference to Exhibit 10.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24545, filed on December 23, 2013).
|
|
|
|
10.19*
|
|
First Lien Guarantee and Collateral Agreement, dated as of September 16, 2011, made by Cumulus Media Inc., Cumulus Media Holdings Inc. and certain subsidiaries of Cumulus Media Inc. in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.3 to Cumulus Media Inc.’s Current Report on Form 8- K, File No. 000-24525, filed on September 22, 2011).
|
|
|
|
12.1 **
|
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
21.1 **
|
|
Subsidiaries of Cumulus Media Inc.
|
|
|
|
23.1 **
|
|
Consent of PricewaterhouseCoopers 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.
|
|
|
|
101 **
|
|
The following materials from Cumulus Media Inc.’s Annual Report on Form 10-K for the year ended December 31, 2013, formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i) Consolidated Balance Sheets at December 31, 2013 and 2012, (ii) Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011, (iii) Consolidated Statements of Stockholders’ Equity (Deficit) and Comprehensive Income (Loss) for the years ended December 31, 2013, 2012 and 2011, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011, and (vi) the Notes to Consolidated Financial Statements.
|
*
|
Management contract or compensatory plan or arrangement.
|
**
|
Filed or furnished herewith
|
(b)
|
Exhibits. See Exhibits above.
|
(c)
|
Financial Statement Schedules. Schedule II – Valuation and Qualifying Accounts
|
|
CUMULUS MEDIA INC.
|
||
|
|
|
|
|
By
|
|
/s/ Joseph P. Hannan
|
|
|
|
Joseph P. Hannan
Senior Vice President, Treasurer
and Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Lewis W. Dickey, Jr.
|
|
Chairman, President, Chief
|
|
March 17, 2014
|
Lewis W. Dickey, Jr.
|
|
Executive Officer and Director,
(Principal Executive Officer)
|
|
|
|
|
|
||
/s/ Joseph P. Hannan
|
|
Senior Vice President, Treasurer and
|
|
March 17, 2014
|
Joseph P. Hannan
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
||
/s/ Ralph B. Everett
|
|
Director
|
|
March 17, 2014
|
Ralph B. Everett
|
|
|
|
|
|
|
|
||
/s/ Alexis Glick
|
|
Director
|
|
March 17, 2014
|
Alexis Glick
|
|
|
|
|
|
|
|
||
/s/ Jeffrey Marcus
|
|
Director
|
|
March 17, 2014
|
Jeffrey Marcus
|
|
|
|
|
|
|
|
||
/s/ Arthur J. Reimers
|
|
Director
|
|
March 17, 2014
|
Arthur J. Reimers
|
|
|
|
|
|
|
|
||
/s/ Robert H. Sheridan, III
|
|
Director
|
|
March 17, 2014
|
Robert H. Sheridan, III
|
|
|
|
|
|
|
|
||
/s/ David M. Tolley
|
|
Director
|
|
March 17, 2014
|
David M. Tolley
|
|
|
|
|
|
|
Page
|
(1)
|
Financial Statements
|
|
|
||
|
||
|
||
|
||
|
||
|
||
(2)
|
Financial Statement Schedule
|
|
|
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
32,792
|
|
|
$
|
88,050
|
|
Restricted cash
|
6,146
|
|
|
5,921
|
|
||
Accounts receivable, less allowance for doubtful accounts of
$5,306 and $4,131 in 2013 and 2012, respectively
|
264,805
|
|
|
207,563
|
|
||
Trade receivable
|
4,419
|
|
|
6,104
|
|
||
Prepaid expenses and other current assets
|
68,893
|
|
|
45,481
|
|
||
Total current assets
|
377,055
|
|
|
353,119
|
|
||
Property and equipment, net
|
254,702
|
|
|
255,903
|
|
||
Broadcast licenses
|
1,596,337
|
|
|
1,602,373
|
|
||
Other intangible assets, net
|
315,490
|
|
|
258,761
|
|
||
Goodwill
|
1,256,741
|
|
|
1,195,594
|
|
||
Other assets
|
70,110
|
|
|
77,825
|
|
||
Total assets
|
$
|
3,870,435
|
|
|
$
|
3,743,575
|
|
Liabilities, Redeemable Preferred Stock and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
146,537
|
|
|
$
|
102,586
|
|
Trade payable
|
3,846
|
|
|
4,803
|
|
||
Current portion of long-term debt
|
5,937
|
|
|
76,468
|
|
||
Other current liabilities
|
—
|
|
|
11,386
|
|
||
Total current liabilities
|
156,320
|
|
|
195,243
|
|
||
Long-term debt, excluding 7.75% senior notes and secured loan
|
1,985,956
|
|
|
2,014,599
|
|
||
7.75% senior notes
|
610,000
|
|
|
610,000
|
|
||
Secured loan
|
25,000
|
|
|
—
|
|
||
Other liabilities
|
79,913
|
|
|
45,313
|
|
||
Deferred income taxes
|
500,506
|
|
|
559,918
|
|
||
Total liabilities
|
3,357,695
|
|
|
3,425,073
|
|
||
Commitments and Contingencies (Note 17)
|
|
|
|
||||
Redeemable preferred stock:
|
|
|
|
||||
Series A cumulative redeemable preferred stock, par value $0.01 per share; stated value of $1,000 per share; 100,000,000 shares authorized; 0
and 75,767 shares issued and outstanding in 2013 and 2012, respectively
|
—
|
|
|
71,869
|
|
||
Total redeemable preferred stock
|
—
|
|
|
71,869
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Class A common stock, par value $0.01 per share; 750,000,000 shares authorized; 222,399,019 and 182,682,073 shares issued and 198,193,819 and 158,519,394 shares outstanding at 2013 and 2012, respectively
|
2,223
|
|
|
1,827
|
|
||
Class B common stock, par value $0.01 per share; 600,000,000 shares authorized; 15,424,944 shares issued and outstanding at 2013 and 2012, respectively
|
154
|
|
|
154
|
|
||
Class C common stock, par value $0.01 per share; 644,871 shares authorized, issued and outstanding at 2013 and 2012
|
6
|
|
|
6
|
|
||
Treasury stock, at cost, 24,205,200 and 24,162,676 shares at 2013 and 2012, respectively
|
(251,193
|
)
|
|
(252,001
|
)
|
||
Additional paid-in-capital
|
1,603,669
|
|
|
1,514,849
|
|
||
Accumulated deficit
|
(842,119
|
)
|
|
(1,018,202
|
)
|
||
Total stockholders’ equity
|
512,740
|
|
|
246,633
|
|
||
Total liabilities, redeemable preferred stock and stockholders’ equity
|
$
|
3,870,435
|
|
|
$
|
3,743,575
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Broadcast revenues
|
$
|
1,025,075
|
|
|
$
|
999,591
|
|
|
$
|
463,252
|
|
Management fees
|
1,063
|
|
|
2,681
|
|
|
2,792
|
|
|||
Net revenues
|
1,026,138
|
|
|
1,002,272
|
|
|
466,044
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Direct operating expenses (excluding depreciation,
|
|
|
|
|
|
||||||
amortization and LMA fees)
|
668,252
|
|
|
622,884
|
|
|
284,921
|
|
|||
Depreciation and amortization
|
112,511
|
|
|
135,575
|
|
|
48,730
|
|
|||
LMA fees
|
3,716
|
|
|
3,465
|
|
|
2,425
|
|
|||
Corporate general and administrative expenses (including stock-based compensation expense of
$10,804, $18,779, and $10,744, respectively)
|
59,830
|
|
|
57,438
|
|
|
90,761
|
|
|||
Gain on exchange of assets or stations
|
(3,685
|
)
|
|
—
|
|
|
(14,217
|
)
|
|||
Realized (gain) loss on derivative instrument
|
(1,852
|
)
|
|
(12
|
)
|
|
3,368
|
|
|||
Impairment of intangible assets
|
—
|
|
|
125,985
|
|
|
—
|
|
|||
Total operating expenses
|
838,772
|
|
|
945,335
|
|
|
415,988
|
|
|||
Operating income
|
187,366
|
|
|
56,937
|
|
|
50,056
|
|
|||
Non-operating (expense) income:
|
|
|
|
|
|
||||||
Interest expense, net
|
(176,981
|
)
|
|
(198,628
|
)
|
|
(86,989
|
)
|
|||
Loss on early extinguishment of debt
|
(34,934
|
)
|
|
(2,432
|
)
|
|
(4,366
|
)
|
|||
Other (expense) income, net
|
(302
|
)
|
|
(2,479
|
)
|
|
61
|
|
|||
Gain on equity investment in Cumulus Media Partners, LLC
|
—
|
|
|
—
|
|
|
11,636
|
|
|||
Total non-operating expense, net
|
(212,217
|
)
|
|
(203,539
|
)
|
|
(79,658
|
)
|
|||
Loss from continuing operations before income taxes
|
(24,851
|
)
|
|
(146,602
|
)
|
|
(29,602
|
)
|
|||
Income tax benefit
|
68,464
|
|
|
34,670
|
|
|
11,259
|
|
|||
Income (loss) from continuing operations
|
43,613
|
|
|
(111,932
|
)
|
|
(18,343
|
)
|
|||
Income from discontinued operations, net of taxes
|
132,470
|
|
|
79,203
|
|
|
82,203
|
|
|||
Net income (loss)
|
176,083
|
|
|
(32,729
|
)
|
|
63,860
|
|
|||
Less: dividends declared and accretion of redeemable preferred stock
|
10,676
|
|
|
21,432
|
|
|
6,961
|
|
|||
Income (loss) attributable to common shareholders
|
$
|
165,407
|
|
|
$
|
(54,161
|
)
|
|
$
|
56,899
|
|
Basic and diluted income (loss) per common share
(see Note 15, “Earnings Per Share”):
|
|
|
|
|
|
||||||
Basic: Income (loss) from continuing operations per share
|
$
|
0.15
|
|
|
$
|
(0.82
|
)
|
|
$
|
(0.36
|
)
|
Income from discontinued operations per share
|
$
|
0.61
|
|
|
$
|
0.49
|
|
|
$
|
1.16
|
|
Income (loss) per share
|
$
|
0.76
|
|
|
$
|
(0.33
|
)
|
|
$
|
0.80
|
|
Diluted: Income (loss) from continuing operations per share
|
$
|
0.15
|
|
|
$
|
(0.82
|
)
|
|
$
|
(0.36
|
)
|
Income from discontinued operations per share
|
$
|
0.60
|
|
|
$
|
0.49
|
|
|
$
|
1.16
|
|
Income (loss) per share
|
$
|
0.75
|
|
|
$
|
(0.33
|
)
|
|
$
|
0.80
|
|
Weighted average basic common shares outstanding
|
183,642,883
|
|
|
162,603,882
|
|
|
70,890,393
|
|
|||
Weighted average diluted common shares outstanding
|
186,844,575
|
|
|
162,603,882
|
|
|
70,890,393
|
|
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
Class C
Common Stock
|
|
Class D
Common Stock
|
|
Treasury
Stock
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
Number of
Shares
|
|
Par
Value
|
|
Number of
Shares
|
|
Par
Value
|
|
Number of
Shares
|
|
Par
Value
|
|
Number of
Shares
|
|
Par
Value
|
|
Number of
Shares
|
|
Value
|
|
Additional
Paid-In Capital |
|
Accumulated
Deficit |
|
Total
|
|||||||||||||||||||||
Balance at January 1, 2011
|
59,600
|
|
|
$
|
596
|
|
|
5,809
|
|
|
$
|
58
|
|
|
645
|
|
|
$
|
6
|
|
|
—
|
|
|
$
|
—
|
|
|
24,061
|
|
|
$
|
(256,792
|
)
|
|
$
|
964,156
|
|
|
$
|
(1,049,333
|
)
|
|
$
|
(341,309
|
)
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,860
|
|
|
63,860
|
|
|||||||||||||||||||
Issuance of common stock — CMP Acquisition
|
3,315
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,630
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
34,810
|
|
|
—
|
|
|
34,909
|
|
||||||||
Issuance of common stock — CMP Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,021
|
|
|
—
|
|
|
29,021
|
|
||||||||
Issuance of common stock — Citadel Acquisition
|
79,277
|
|
|
792
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
271,050
|
|
|
—
|
|
|
271,842
|
|
||||||||
Issuance of warrants -- Citadel Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,309
|
|
|
—
|
|
|
250,309
|
|
||||||||
Conversion of common stock upon effectiveness of amended and restated certificate of incorporation
|
—
|
|
|
—
|
|
|
6,630
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
(6,630
|
)
|
|
(66
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Conversion of restricted shares upon closing of Citadel Acquisition
|
876
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,137
|
|
|
—
|
|
|
2,146
|
|
||||||||
Equity held in reserve
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,972
|
|
|
—
|
|
|
5,972
|
|
||||||||
Restricted shares issued from treasury
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(537
|
)
|
|
6,320
|
|
|
(5,488
|
)
|
|
—
|
|
|
832
|
|
||||||||
Costs associated with the issuance of equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,735
|
)
|
|
—
|
|
|
(26,735
|
)
|
||||||||
Issuance of common stock upon exercise of warrants
|
17,716
|
|
|
178
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
(198
|
)
|
|
198
|
|
|
—
|
|
|
178
|
|
||||||||
Dividends declared on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,142
|
)
|
|
—
|
|
|
(4,142
|
)
|
||||||||
Accretion of redeemable preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,701
|
)
|
|
—
|
|
|
(2,701
|
)
|
||||||||
Shares returned in lieu of tax payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|
(870
|
)
|
|
—
|
|
|
—
|
|
|
(870
|
)
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,466
|
|
|
—
|
|
|
7,466
|
|
||||||||
Restricted share forfeitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
(126
|
)
|
|
126
|
|
|
—
|
|
|
—
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
—
|
|
|
(65
|
)
|
||||||||
Balance at December 31, 2011
|
160,783
|
|
|
$
|
1,608
|
|
|
12,440
|
|
|
$
|
124
|
|
|
645
|
|
|
$
|
6
|
|
|
—
|
|
|
$
|
—
|
|
|
23,698
|
|
|
$
|
(251,666
|
)
|
|
$
|
1,526,114
|
|
|
$
|
(985,473
|
)
|
|
$
|
290,713
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,729
|
)
|
|
(32,729
|
)
|
|||||||||||||||||||
Issuance of common stock upon exercise of warrants
|
21,899
|
|
|
219
|
|
|
2,985
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|
(77
|
)
|
|
18
|
|
|
—
|
|
|
190
|
|
||||||||
Dividends declared on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,780
|
)
|
|
—
|
|
|
(13,780
|
)
|
||||||||
Accretion of redeemable preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,654
|
)
|
|
—
|
|
|
(7,654
|
)
|
||||||||
Shares returned in lieu of tax payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
583
|
|
|
(1,952
|
)
|
|
—
|
|
|
—
|
|
|
(1,952
|
)
|
||||||||
Restricted shares issued from treasury
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(161.724
|
)
|
|
1,705
|
|
|
(1,705
|
)
|
|
—
|
|
|
—
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,894
|
|
|
—
|
|
|
11,894
|
|
||||||||
Restricted share forfeitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
(11
|
)
|
|
13
|
|
|
—
|
|
|
2
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
(51
|
)
|
||||||||
Balance at December 31, 2012
|
182,682
|
|
|
$
|
1,827
|
|
|
15,425
|
|
|
$
|
154
|
|
|
645
|
|
|
$
|
6
|
|
|
—
|
|
|
$
|
—
|
|
|
24,163
|
|
|
$
|
(252,001
|
)
|
|
$
|
1,514,849
|
|
|
$
|
(1,018,202
|
)
|
|
$
|
246,633
|
|
|
Class A
Common Stock |
|
Class B
Common Stock |
|
Class C
Common Stock |
|
Class D
Common Stock |
|
Treasury
Stock |
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
Number of
Shares |
|
Par
Value |
|
Number of
Shares |
|
Par
Value |
|
Number of
Shares |
|
Par
Value |
|
Number of
Shares |
|
Par
Value |
|
Number of
Shares |
|
Value
|
|
Additional
Paid-In Capital |
|
Accumulated
Deficit |
|
Total
|
|||||||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
176,083
|
|
|
176,083
|
|
|||||||||||||||||||
Dividends declared and paid on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,777
|
)
|
|
—
|
|
|
(6,777
|
)
|
||||||||
Accretion of redeemable preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,899
|
)
|
|
—
|
|
|
(3,899
|
)
|
||||||||
Conversion of equity upon exercise of warrants
|
20,663
|
|
|
206
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|
(606
|
)
|
|
493
|
|
|
—
|
|
|
93
|
|
||||||||
Shares returned in lieu of tax payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|
(337
|
)
|
|
—
|
|
|
—
|
|
|
(337
|
)
|
||||||||
Restricted shares issued from treasury
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(169
|
)
|
|
1,751
|
|
|
(1,751
|
)
|
|
—
|
|
|
—
|
|
||||||||
Stock option exercises
|
194
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
816
|
|
|
—
|
|
|
818
|
|
||||||||
Stock based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,804
|
|
|
—
|
|
|
10,804
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(437
|
)
|
|
—
|
|
|
(437
|
)
|
||||||||
Costs associated with issuance of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,541
|
)
|
|
—
|
|
|
(4,541
|
)
|
||||||||
Issuance of common stock
|
18,860
|
|
|
188
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94,112
|
|
|
—
|
|
|
94,300
|
|
||||||||
Balance at December 31, 2013
|
222,399
|
|
|
$
|
2,223
|
|
|
15,425
|
|
|
$
|
154
|
|
|
645
|
|
|
$
|
6
|
|
|
—
|
|
|
$
|
—
|
|
|
24,205
|
|
|
$
|
(251,193
|
)
|
|
$
|
1,603,669
|
|
|
$
|
(842,119
|
)
|
|
$
|
512,740
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
176,083
|
|
|
$
|
(32,729
|
)
|
|
$
|
63,860
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
116,951
|
|
|
143,303
|
|
|
52,443
|
|
|||
Amortization of debt issuance costs/discounts
|
9,919
|
|
|
10,130
|
|
|
4,800
|
|
|||
Provision for doubtful accounts
|
3,349
|
|
|
3,694
|
|
|
2,736
|
|
|||
(Gain) loss on sale of assets or stations
|
(3,685
|
)
|
|
2,277
|
|
|
43
|
|
|||
Gain on exchange of assets or stations
|
(108,158
|
)
|
|
(62,967
|
)
|
|
(15,278
|
)
|
|||
Impairment of intangible assets
|
—
|
|
|
127,141
|
|
|
—
|
|
|||
Fair value adjustment of derivative instruments
|
(1,829
|
)
|
|
320
|
|
|
(214
|
)
|
|||
Deferred income taxes
|
(76,378
|
)
|
|
(18,227
|
)
|
|
(61,993
|
)
|
|||
Non-cash stock-based compensation expense
|
10,804
|
|
|
11,893
|
|
|
5,855
|
|
|||
Loss on early extinguishment of debt
|
34,934
|
|
|
2,432
|
|
|
4,366
|
|
|||
Other
|
—
|
|
|
—
|
|
|
(1,318
|
)
|
|||
Gain on equity investment in Cumulus Media Partners, LLC
|
—
|
|
|
—
|
|
|
(11,636
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
2,357
|
|
|
28,904
|
|
|
(6,461
|
)
|
|||
Trade receivable
|
2,330
|
|
|
(653
|
)
|
|
826
|
|
|||
Prepaid expenses and other current assets
|
1,383
|
|
|
(6,993
|
)
|
|
7,734
|
|
|||
Other assets
|
1,320
|
|
|
7,569
|
|
|
(2,803
|
)
|
|||
Accounts payable and accrued expenses
|
(38,937
|
)
|
|
(16,994
|
)
|
|
30,667
|
|
|||
Trade payable
|
(1,516
|
)
|
|
(196
|
)
|
|
(501
|
)
|
|||
Other liabilities
|
(7,786
|
)
|
|
(19,414
|
)
|
|
(1,375
|
)
|
|||
Net cash provided by operating activities
|
121,141
|
|
|
179,490
|
|
|
71,751
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Restricted cash
|
(225
|
)
|
|
(2,067
|
)
|
|
(394
|
)
|
|||
Proceeds from sale of assets or stations
|
—
|
|
|
1,897
|
|
|
—
|
|
|||
Capital expenditures
|
(11,081
|
)
|
|
(6,607
|
)
|
|
(6,690
|
)
|
|||
Proceeds from exchange of assets or stations
|
241,519
|
|
|
114,918
|
|
|
—
|
|
|||
Acquisitions less cash acquired
|
(322,838
|
)
|
|
(9,998
|
)
|
|
(2,024,172
|
)
|
|||
Net cash (used in) provided by investing activities
|
(92,625
|
)
|
|
98,143
|
|
|
(2,031,256
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repayment of borrowings under term loans and revolving credit facilities
|
(2,111,688
|
)
|
|
(174,313
|
)
|
|
(1,264,676
|
)
|
|||
Tax withholding payments on behalf of employees
|
(337
|
)
|
|
(1,952
|
)
|
|
(935
|
)
|
|||
Preferred stock dividends
|
(9,395
|
)
|
|
(15,017
|
)
|
|
(521
|
)
|
|||
Proceeds from exercise of warrants
|
93
|
|
|
142
|
|
|
171
|
|
|||
Proceeds from exercise of options
|
818
|
|
|
—
|
|
|
—
|
|
|||
Redemption of preferred stock
|
(150,391
|
)
|
|
(49,233
|
)
|
|
(41,565
|
)
|
|||
Financing costs paid in connection with issuance of equity securities
|
(4,541
|
)
|
|
—
|
|
|
(30,978
|
)
|
|||
Proceeds from borrowings under term loans and revolving credit facilities
|
2,027,308
|
|
|
21,000
|
|
|
2,289,685
|
|
|||
Proceeds from issuance of 7.75% senior notes
|
—
|
|
|
—
|
|
|
610,000
|
|
|||
Proceeds from issuance of common equity securities
|
94,300
|
|
|
—
|
|
|
475,000
|
|
|||
Proceeds from issuance of preferred stock
|
77,241
|
|
|
—
|
|
|
—
|
|
|||
Deferred financing costs
|
(7,182
|
)
|
|
(802
|
)
|
|
(58,898
|
)
|
|||
Net cash (used in) provided by financing activities
|
(83,774
|
)
|
|
(220,175
|
)
|
|
1,977,283
|
|
|||
(Decrease) increase in cash and cash equivalents
|
(55,258
|
)
|
|
57,458
|
|
|
17,778
|
|
|||
Cash and cash equivalents at beginning of period
|
88,050
|
|
|
30,592
|
|
|
12,814
|
|
|||
Cash and cash equivalents at end of period
|
$
|
32,792
|
|
|
$
|
88,050
|
|
|
$
|
30,592
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
164,893
|
|
|
$
|
192,083
|
|
|
$
|
69,558
|
|
Income taxes paid
|
7,310
|
|
|
6,658
|
|
|
6,148
|
|
|||
Supplemental disclosures of non-cash flow information:
|
|
|
|
|
|
||||||
Compensation held in trust
|
—
|
|
|
24,807
|
|
|
—
|
|
|||
Trade revenue
|
31,147
|
|
|
27,732
|
|
|
21,184
|
|
|||
Trade expense
|
31,218
|
|
|
26,112
|
|
|
20,810
|
|
|||
Preferred stock dividends
|
—
|
|
|
2,652
|
|
|
3,125
|
|
Allocation
|
Amount
|
||
Property and equipment (see Note 5)
|
$
|
1,111
|
|
Broadcast licenses
|
6,991
|
|
|
Fair value of exercised put option (See Note 8 "Green Bay Option")
|
9,534
|
|
|
Total purchase price
|
$
|
17,636
|
|
Allocation
|
Amount
|
||
Current assets
|
$
|
91,171
|
|
Property and equipment (see Note 5)
|
23,714
|
|
|
Other intangibles
|
150,900
|
|
|
Goodwill
|
104,675
|
|
|
Other assets
|
4,946
|
|
|
Current liabilities
|
(68,907
|
)
|
|
Other liabilities
|
(46,499
|
)
|
|
Total purchase price
|
$
|
260,000
|
|
Description
|
Estimated Useful
Life in Years |
|
Fair Value
|
||
Affiliate relationships
|
9
|
|
$
|
150,900
|
|
Allocation
|
Amount
|
||
Current assets
|
$
|
1,860
|
|
Property and equipment (see Note 5)
|
6,345
|
|
|
Broadcast licenses
|
9,900
|
|
|
Goodwill
|
13,680
|
|
|
Other assets
|
246
|
|
|
Other intangibles
|
552
|
|
|
Current liabilities
|
(400
|
)
|
|
Total purchase price
|
32,183
|
|
|
Less: Carrying value of stations transferred
|
(159,053
|
)
|
|
Add: Cash received
|
235,028
|
|
|
Gain on asset exchange
|
$
|
108,158
|
|
Description
|
Estimated Useful
Life in Years
|
|
Fair Value
|
||
Advertising relationships
|
5
|
|
$
|
552
|
|
Allocation
|
Amount
|
||
Other assets
|
$
|
1,460
|
|
Goodwill
|
11,461
|
|
|
Broadcast license
|
27,100
|
|
|
Property and equipment (see Note 5)
|
62
|
|
|
Total purchase price
|
40,083
|
|
|
Less: Cash consideration
|
(40,000
|
)
|
|
Less: Carrying value of station transferred
|
(52
|
)
|
|
Less: Contingent consideration
|
(31
|
)
|
|
Gain on asset exchange
|
$
|
—
|
|
Allocation
|
Amount
|
||
Property and equipment (see Note 5)
|
$
|
783
|
|
Broadcast licenses
|
5,700
|
|
|
Total purchase price
|
$
|
6,483
|
|
Allocation
|
Amount
|
||
Current assets
|
$
|
149
|
|
Property and equipment (see Note 5)
|
4,690
|
|
|
Broadcast licenses
|
11,900
|
|
|
Goodwill
|
3,014
|
|
|
Other intangibles
|
200
|
|
|
Current liabilities
|
(207
|
)
|
|
Total purchase price
|
19,746
|
|
|
Less: Carrying value of stations transferred
|
(71,697
|
)
|
|
Add: Cash received
|
114,918
|
|
|
Gain on asset exchange
|
$
|
62,967
|
|
Description
|
Estimated Useful
Life in Years
|
|
Fair Value
|
||
Advertising relationships
|
6
|
|
$
|
200
|
|
Allocation
|
Amount
|
||
Current assets
|
$
|
93
|
|
Property and equipment (see Note 5)
|
1,256
|
|
|
Other assets
|
23
|
|
|
Broadcast licenses
|
16,850
|
|
|
Current liabilities
|
(152
|
)
|
|
Total purchase price
|
$
|
18,070
|
|
|
Unaudited
Supplemental
Pro Forma Data
|
||||||||||
|
Year Ended December 31
|
||||||||||
Description
|
2013
|
|
2012
|
|
2011
|
||||||
Net revenues
|
$
|
1,245,715
|
|
|
$
|
1,263,188
|
|
|
$
|
466,044
|
|
Net income (loss)
|
68,110
|
|
|
(164,781
|
)
|
|
51,301
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Discontinued operations:
|
|
|
|
|
|
||||||
Net revenues
|
$
|
61,492
|
|
|
$
|
98,165
|
|
|
$
|
83,500
|
|
Operating income
|
24,314
|
|
|
36,095
|
|
|
32,198
|
|
|||
Gain on asset exchange and other (expense)
|
108,156
|
|
|
62,963
|
|
|
(30
|
)
|
|||
Income from discontinued operations before taxes
|
132,470
|
|
|
99,058
|
|
|
32,168
|
|
|||
Income tax (expense) benefit
|
—
|
|
|
(19,855
|
)
|
|
50,035
|
|
|||
Income from discontinued operations, net of taxes
|
$
|
132,470
|
|
|
$
|
79,203
|
|
|
$
|
82,203
|
|
|
Estimated
Useful Life
|
|
2013
|
|
2012
|
||||
Land
|
|
|
$
|
105,876
|
|
|
$
|
96,071
|
|
Broadcasting and other equipment
|
3 to 7 years
|
|
219,346
|
|
|
227,578
|
|
||
Computer and capitalized software costs
|
1 to 3 years
|
|
22,750
|
|
|
20,457
|
|
||
Furniture and fixtures
|
5 years
|
|
12,401
|
|
|
13,709
|
|
||
Leasehold improvements
|
5 years
|
|
30,521
|
|
|
32,386
|
|
||
Buildings
|
9 to 20 years
|
|
49,804
|
|
|
50,296
|
|
||
Construction in progress
|
|
|
917
|
|
|
2,841
|
|
||
|
|
|
441,615
|
|
|
443,338
|
|
||
Less: accumulated depreciation
|
|
|
(186,913
|
)
|
|
(187,435
|
)
|
||
|
|
|
$
|
254,702
|
|
|
$
|
255,903
|
|
|
Indefinite-Lived
|
|
Definite-Lived
|
|
Total
|
||||||
Intangible Assets:
|
|
|
|
|
|
||||||
Balance as of January 1, 2012
|
$
|
1,625,415
|
|
|
$
|
390,509
|
|
|
$
|
2,015,924
|
|
Purchase price allocation adjustments
|
—
|
|
|
(1,027
|
)
|
|
(1,027
|
)
|
|||
Acquisitions
|
22,253
|
|
|
376
|
|
|
22,629
|
|
|||
Impairment
|
(14,706
|
)
|
|
(12,435
|
)
|
|
(27,141
|
)
|
|||
Dispositions
|
(30,589
|
)
|
|
(6,880
|
)
|
|
(37,469
|
)
|
|||
Amortization
|
—
|
|
|
(112,240
|
)
|
|
(112,240
|
)
|
|||
Balance as of December 31, 2012
|
$
|
1,602,373
|
|
|
$
|
258,303
|
|
|
$
|
1,860,676
|
|
Balance as of January 1, 2013
|
$
|
1,602,373
|
|
|
$
|
258,303
|
|
|
$
|
1,860,676
|
|
Acquisitions
|
61,730
|
|
|
152,522
|
|
|
214,252
|
|
|||
Dispositions
|
(67,766
|
)
|
|
(8,627
|
)
|
|
(76,393
|
)
|
|||
Amortization
|
—
|
|
|
(86,708
|
)
|
|
(86,708
|
)
|
|||
Balance as of December 31, 2013
|
$
|
1,596,337
|
|
|
$
|
315,490
|
|
|
$
|
1,911,827
|
|
|
2013
|
|
2012
|
||||
Balance as of January 1:
|
|
|
|
||||
Goodwill
|
$
|
1,525,335
|
|
|
$
|
1,564,253
|
|
Accumulated impairment losses
|
(329,741
|
)
|
|
(229,741
|
)
|
||
Subtotal
|
1,195,594
|
|
|
1,334,512
|
|
||
Acquisitions
|
130,057
|
|
|
3,018
|
|
||
Purchase price allocation adjustments
|
—
|
|
|
(10,308
|
)
|
||
Finalization of purchase accounting for fourth quarter 2012 acquisition
|
(1,889
|
)
|
|
—
|
|
||
Dispositions
|
(67,021
|
)
|
|
(31,628
|
)
|
||
Impairment losses
|
—
|
|
|
(100,000
|
)
|
||
Balance as of December 31:
|
|
|
|
||||
Goodwill
|
1,586,482
|
|
|
1,525,335
|
|
||
Accumulated impairment losses
|
(329,741
|
)
|
|
(329,741
|
)
|
||
Total
|
$
|
1,256,741
|
|
|
$
|
1,195,594
|
|
2014
|
$
|
79,519
|
|
2015
|
67,493
|
|
|
2016
|
54,692
|
|
|
2017
|
32,071
|
|
|
2018
|
17,280
|
|
|
Thereafter
|
64,435
|
|
|
Total other intangibles, net
|
$
|
315,490
|
|
•
|
shares outstanding, including certain warrants, of
234.5 million
as of
December 31, 2013
;
|
•
|
closing price of the Company’s Class A common stock on
December 31, 2013
, of
$7.73
per share; and
|
•
|
total debt of
$2.6 billion
on
December 31, 2013
.
|
•
|
the projected operating revenues and expenses through 2018;
|
•
|
the estimation of initial and on-going capital expenditures (based on market size);
|
•
|
depreciation on initial and on-going capital expenditures (the Company calculated depreciation using accelerated double declining balance guidelines over five years for the value of the tangible assets necessary for a radio station to go on-the-air);
|
•
|
the estimation of working capital requirements (based on working capital requirements for comparable companies);
|
•
|
the calculations of yearly net free cash flows to invested capital; and
|
•
|
amortization of the intangible asset — the FCC license (the Company calculated amortization on a straight line basis over
15 years
).
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Accrued network revenue sharing
|
|
$
|
58,441
|
|
|
$
|
37,380
|
|
Accrued employee costs
|
|
20,374
|
|
|
15,698
|
|
||
Accrued other
|
|
19,178
|
|
|
12,515
|
|
||
Accounts payable
|
|
12,686
|
|
|
3,664
|
|
||
Accrued interest
|
|
10,092
|
|
|
8,213
|
|
||
Accrued professional fees
|
|
6,229
|
|
|
3,979
|
|
||
Accrued income taxes
|
|
4,749
|
|
|
952
|
|
||
Accrued licensing and broadcast fees
|
|
4,653
|
|
|
4,901
|
|
||
Accrued retention and severance costs
|
|
3,021
|
|
|
—
|
|
||
Accrued real estate taxes
|
|
2,636
|
|
|
3,408
|
|
||
Non-cash contract termination liability
|
|
2,266
|
|
|
3,801
|
|
||
Accrued sponsor fees
|
|
2,212
|
|
|
2,000
|
|
||
Accrued transaction costs
|
|
—
|
|
|
1,167
|
|
||
Accrued dividends
|
|
—
|
|
|
2,652
|
|
||
Accrued claims reserve
|
|
—
|
|
|
2,256
|
|
||
Total accounts payable and accrued expenses
|
|
$
|
146,537
|
|
|
$
|
102,586
|
|
|
|
|
Fair Value
|
||||||
Derivative Instrument
|
Balance Sheet Location
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Interest rate cap
|
Other assets
|
|
$
|
22
|
|
|
$
|
44
|
|
Green Bay Option - exercised in 2013
|
Other liabilities
|
|
—
|
|
|
(11,386
|
)
|
||
|
Total
|
|
$
|
22
|
|
|
$
|
(11,342
|
)
|
|
|
Amount of Expense (Income)
Recognized on Derivatives For
the Year Ended
|
||||||
Derivative Instrument
|
Statement of Operations Location
|
December 31, 2013
|
|
December 31, 2012
|
||||
Interest rate cap
|
Interest expense
|
$
|
23
|
|
|
$
|
332
|
|
Green Bay Option
|
Realized gains on derivative instrument
|
(1,852
|
)
|
|
(12
|
)
|
||
|
Total
|
$
|
(1,829
|
)
|
|
$
|
320
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Term loans and securitization facility:
|
|
|
|
||||
First lien term loan
|
$
|
2,025,000
|
|
|
$
|
1,321,687
|
|
Second lien term loan
|
—
|
|
|
790,000
|
|
||
Securitization facility
|
25,000
|
|
|
—
|
|
||
Less: Term loan discount
|
(33,107
|
)
|
|
(20,620
|
)
|
||
Total term loans and securitization facility
|
2,016,893
|
|
|
2,091,067
|
|
||
7.75% Senior Notes
|
610,000
|
|
|
610,000
|
|
||
Less: Current portion of long-term debt
|
(5,937
|
)
|
|
(76,468
|
)
|
||
Long-term debt, net
|
$
|
2,620,956
|
|
|
$
|
2,624,599
|
|
2014
|
$
|
5,937
|
|
2015
|
—
|
|
|
2016
|
—
|
|
|
2017
|
—
|
|
|
2018
|
—
|
|
|
Thereafter
|
2,654,063
|
|
|
|
$
|
2,660,000
|
|
|
Fair Value Measurements at December 31, 2013 Using
|
||||||||||||||
|
Total Fair
Value
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Financial asset:
|
|
|
|
|
|
|
|
|
|
||||||
Interest Rate Cap (1)
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
Total assets
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Other current liabilities
|
|
|
|
|
|
|
|
||||||||
Contingent consideration (5)
|
$
|
(31
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(31
|
)
|
Total liabilities
|
$
|
(31
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(31
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
Fair Value Measurements at December 31, 2012 Using
|
||||||||||||||
|
Total Fair
Value
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Interest rate cap (1)
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
—
|
|
Non-financial assets:
|
|
|
|
|
|
|
|
||||||||
Goodwill (2)
|
131,997
|
|
|
—
|
|
|
—
|
|
|
131,997
|
|
||||
Broadcast licenses (3)
|
384,350
|
|
|
—
|
|
|
—
|
|
|
384,350
|
|
||||
Total assets
|
$
|
516,391
|
|
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
516,347
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Other current liabilities
|
|
|
|
|
|
|
|
||||||||
Green Bay Option (4)
|
$
|
(11,386
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(11,386
|
)
|
Total liabilities
|
$
|
(11,386
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(11,386
|
)
|
(1)
|
The Company’s only derivative financial instrument is the Interest Rate Cap pursuant to which the Company pays a fixed interest rate on a
$71.3 million
notional amount of its term loans. The fair value of the Interest Rate Cap is
|
(2)
|
As disclosed in Note 6, in accordance with the provisions of ASC 350, goodwill with a carrying amount of
$232.0 million
was written down to its implied fair value of
$132.0 million
, resulting in an impairment charge of
$98.9 million
, which was included in earnings for the period.
|
(3)
|
As disclosed in Note 6, in accordance with the provisions of ASC 350, FCC licenses with a carrying amount of
$399.1 million
were written down to their fair value of
$384.4 million
, resulting in an impairment charge of
$14.7 million
, which has been included in earnings for the period.
|
(4)
|
The fair value of the Green Bay Option was determined using inputs that are supported by little or no market activity (a Level 3 measurement). The fair value represents an estimate of the net amount that the Company would pay if the option was transferred to another party as of the date of the valuation. The option valuation incorporates a credit risk adjustment to reflect the probability of default by the Company.
|
(5)
|
The fair value of the contingent consideration was determined using inputs that are supported by little or no market activity (a Level 3 measurement). Contingent consideration represents the fair value of the additional cash consideration potentially payable as part of the WFME Asset Exchange if certain future conditions are met as detailed in the purchase agreement. See Note 2 “Acquisitions and Dispositions”.
|
Description
|
Green Bay Option
|
||
Fair value balance at January 1, 2013
|
$
|
(11,386
|
)
|
Add: Mark to market fair value adjustment
|
1,852
|
|
|
Add: Option exercise
|
9,534
|
|
|
Fair value balance at December 31, 2013
|
$
|
—
|
|
Description
|
Contingent Consideration
|
||
Fair value balance at January 1, 2013
|
$
|
—
|
|
Add: Acquisition of WFME
|
(31
|
)
|
|
Fair value balance at December 31, 2013
|
$
|
(31
|
)
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Inputs
|
|
|||
$
|
31
|
|
|
Income Approach
|
|
Total term
|
5 years
|
|
|
|
|
|
Conditions
|
3
|
|
||
|
|
|
|
Bond equivalent yield discount rate
|
0.1
|
%
|
Description
|
Green Bay Option
|
||
Fair value balance at January 1, 2012
|
$
|
(11,398
|
)
|
Add: Mark to market fair value adjustment
|
12
|
|
|
Fair value balance at December 31, 2012
|
$
|
(11,386
|
)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
First Lien Term Loan:
|
|
|
|
||||
Carrying value
|
$
|
2,025,000
|
|
|
$
|
1,321,687
|
|
Fair value — Level 2
|
2,025,000
|
|
|
1,331,600
|
|
||
Second Lien Term Loan:
|
|
|
|
||||
Carrying value
|
$
|
—
|
|
|
$
|
790,000
|
|
Fair value — Level 2
|
—
|
|
|
811,725
|
|
||
Secured Loan:
|
|
|
|
||||
Carrying value
|
$
|
25,000
|
|
|
$
|
—
|
|
Fair value — Level 2
|
25,000
|
|
|
—
|
|
||
7.75% Senior Notes:
|
|
|
|
||||
Carrying value
|
$
|
610,000
|
|
|
$
|
610,000
|
|
Fair value — Level 2
|
641,598
|
|
|
599,325
|
|
•
|
Voting Rights.
The holders of shares of Class A common stock are entitled to one vote per share on any matter submitted to a vote of the stockholders of the Company, and the holders of shares of Class C common stock are entitled to ten votes for each share of Class C common stock held. Generally, the holders of shares of Class B common stock are not entitled to vote on any matter. However, holders of Class B common stock and Class C common stock are entitled to a separate class vote on any amendment or modification of any specific rights or obligations of the holders of Class B common stock or Class C common stock, respectively, that does not similarly affect the rights or obligations of the holders of Class A common stock. The holders of Class A common stock and of Class C common stock vote together, as a single class, on all matters submitted to a vote of the stockholders of the Company.
|
•
|
Conversion.
Each holder of Class B common stock and Class C common stock is entitled to convert at any time all or any part of such holder’s shares into an equal number of shares of Class A common stock; provided, however, that to
|
|
Options
|
|
Weighted-
Average Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual Term
(in years)
|
|
Aggregate
Intrinsic Value
(in thousands)
|
|||||
Options to Purchase Common Stock
|
|
|
|
|
|
|
|
|||||
Outstanding at January 1, 2013
|
20,594,326
|
|
|
$
|
4.32
|
|
|
|
|
|
||
Granted
|
8,299,200
|
|
|
5.88
|
|
|
|
|
|
|||
Exercised
|
(194,091
|
)
|
|
4.15
|
|
|
|
|
|
|||
Forfeited
|
(119,000
|
)
|
|
4.34
|
|
|
|
|
|
|||
Canceled
|
(30,250
|
)
|
|
9.61
|
|
|
|
|
|
|||
Outstanding at December 31, 2013
|
28,550,185
|
|
|
$
|
4.76
|
|
|
8.3
|
|
$
|
13,049
|
|
Vested or expected to vest at December 31, 2013
|
28,550,185
|
|
|
$
|
4.76
|
|
|
8.3
|
|
$
|
12,941
|
|
Exercisable at December 31, 2013
|
12,188,785
|
|
|
$
|
4.28
|
|
|
7.6
|
|
$
|
6,177
|
|
|
Number of
Restricted
Share
Awards
|
|
Weighted-
Average
Grant Date
Fair Value
|
|||
Restricted Common Stock Awards
|
|
|
|
|||
Outstanding at January 1, 2013
|
739,224
|
|
|
$
|
4.09
|
|
Granted
|
168,540
|
|
|
3.56
|
|
|
Vested
|
(492,724
|
)
|
|
3.95
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Outstanding awards at December 31, 2013
|
415,040
|
|
|
$
|
4.04
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current income tax (benefit) expense
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
—
|
|
|
$
|
(411
|
)
|
|
$
|
(901
|
)
|
State and local
|
|
2,987
|
|
|
3,076
|
|
|
1,100
|
|
|||
Total current income tax expense
|
|
$
|
2,987
|
|
|
$
|
2,665
|
|
|
$
|
199
|
|
|
|
|
|
|
|
|
||||||
Deferred tax benefit
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(65,330
|
)
|
|
$
|
(22,487
|
)
|
|
$
|
(8,651
|
)
|
State and local
|
|
(6,121
|
)
|
|
(14,848
|
)
|
|
(2,807
|
)
|
|||
Total deferred tax benefit
|
|
(71,451
|
)
|
|
(37,335
|
)
|
|
(11,458
|
)
|
|||
Total income tax benefit
|
|
$
|
(68,464
|
)
|
|
$
|
(34,670
|
)
|
|
$
|
(11,259
|
)
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Pretax loss at federal statutory rate
|
|
$
|
(8,698
|
)
|
|
$
|
(51,311
|
)
|
|
$
|
(10,361
|
)
|
State income tax (benefit) expense, net federal (benefit) expense
|
|
(209
|
)
|
|
4,347
|
|
|
(2,383
|
)
|
|||
Acquisition costs
|
|
399
|
|
|
—
|
|
|
1,510
|
|
|||
Change in state tax rates
|
|
296
|
|
|
(10,985
|
)
|
|
(1,523
|
)
|
|||
Section 162 disallowance
|
|
140
|
|
|
1,438
|
|
|
335
|
|
|||
Book gain on equity investment
|
|
—
|
|
|
—
|
|
|
(4,073
|
)
|
|||
Impairment charges on goodwill with no tax basis
|
|
—
|
|
|
35,000
|
|
|
—
|
|
|||
(Decrease) increase in valuation allowance
|
|
(61,512
|
)
|
|
(12,812
|
)
|
|
4,996
|
|
|||
Other
|
|
1,120
|
|
|
(347
|
)
|
|
240
|
|
|||
Net Income tax benefit
|
|
$
|
(68,464
|
)
|
|
$
|
(34,670
|
)
|
|
$
|
(11,259
|
)
|
|
2013
|
|
2012
|
||||
Current deferred tax assets:
|
|
|
|
||||
Accounts receivable
|
$
|
1,501
|
|
|
$
|
1,613
|
|
Accrued expenses and other current liabilities
|
3,690
|
|
|
1,896
|
|
||
Net operating loss
|
41,469
|
|
|
45,564
|
|
||
Current deferred tax assets
|
46,660
|
|
|
49,073
|
|
||
Less: valuation allowance
|
(3,562
|
)
|
|
(23,928
|
)
|
||
Net current deferred tax assets
|
43,098
|
|
|
25,145
|
|
||
Noncurrent deferred tax assets:
|
|
|
|
||||
Intangible and other assets
|
—
|
|
|
43,185
|
|
||
Property and equipment
|
—
|
|
|
6,207
|
|
||
Advertising relationships
|
7,037
|
|
|
10,689
|
|
||
Other liabilities
|
16,281
|
|
|
12,216
|
|
||
AMT tax credit
|
5,037
|
|
|
—
|
|
||
Net operating loss
|
145,056
|
|
|
238,176
|
|
||
Noncurrent deferred tax assets
|
173,411
|
|
|
310,473
|
|
||
Less: valuation allowance
|
(13,240
|
)
|
|
(147,125
|
)
|
||
Net noncurrent deferred tax assets
|
160,171
|
|
|
163,348
|
|
||
Noncurrent deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
536,351
|
|
|
570,856
|
|
||
Property and equipment
|
47,083
|
|
|
54,465
|
|
||
Cancellation of debt income
|
74,396
|
|
|
94,257
|
|
||
Other
|
2,847
|
|
|
3,688
|
|
||
Noncurrent deferred tax liabilities
|
660,677
|
|
|
723,266
|
|
||
Net noncurrent deferred tax liabilities
|
500,506
|
|
|
559,918
|
|
||
Net deferred tax liabilities
|
$
|
457,408
|
|
|
$
|
534,773
|
|
Balance at January 1, 2011
|
|
$
|
12,454
|
|
Decreases due to tax positions taken during 2012
|
|
(169
|
)
|
|
Balance at December 31, 2012
|
|
$
|
12,285
|
|
Increases for tax positions related to the WestwoodOne acquisition
|
|
2,603
|
|
|
Balance at December 31, 2013
|
|
$
|
14,888
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Basic Earnings Per Share
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Undistributed net income (loss) from continuing operations
|
$
|
43,613
|
|
|
$
|
(111,932
|
)
|
|
$
|
(18,343
|
)
|
Less:
|
|
|
|
|
|
||||||
Dividends declared on redeemable preferred stock
|
9,395
|
|
|
13,778
|
|
|
3,646
|
|
|||
Accretion of redeemable preferred stock
|
2,474
|
|
|
7,117
|
|
|
3,315
|
|
|||
Participation rights of the Company Warrants in undistributed earnings
|
4,712
|
|
|
—
|
|
|
—
|
|
|||
Participation rights of unvested restricted stock in undistributed earnings
|
63
|
|
|
—
|
|
|
—
|
|
|||
Basic undistributed net income (loss) from continuing operations — attributable to common shares
|
$
|
26,969
|
|
|
$
|
(132,827
|
)
|
|
$
|
(25,304
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
183,643
|
|
|
162,604
|
|
|
70,890
|
|
|||
Basic income (loss) from continuing operations per share — attributable to common shares
|
$
|
0.15
|
|
|
$
|
(0.82
|
)
|
|
$
|
(0.36
|
)
|
Diluted Earnings Per Share
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Undistributed net income (loss) from continuing operations
|
$
|
43,613
|
|
|
$
|
(111,932
|
)
|
|
$
|
(18,343
|
)
|
Less:
|
|
|
|
|
|
||||||
Dividends declared on redeemable preferred stock
|
9,395
|
|
|
13,778
|
|
|
3,646
|
|
|||
Accretion of redeemable preferred stock
|
2,474
|
|
|
7,117
|
|
|
3,315
|
|
|||
Participation rights of the Company Warrants in undistributed net income
|
4,584
|
|
|
—
|
|
|
—
|
|
|||
Participation rights of unvested restricted stock in undistributed earnings
|
63
|
|
|
—
|
|
|
—
|
|
|||
Basic undistributed net income (loss) from continuing operations — attributable to common shares
|
$
|
27,097
|
|
|
$
|
(132,827
|
)
|
|
$
|
(25,304
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
183,643
|
|
|
162,604
|
|
|
70,890
|
|
|||
Effect of dilutive options and warrants
|
3,202
|
|
|
—
|
|
|
—
|
|
|||
Diluted weighted average shares outstanding
|
186,845
|
|
|
162,604
|
|
|
70,890
|
|
|||
Diluted income (loss) from continuing operations per share — attributable to common shares
|
$
|
0.15
|
|
|
$
|
(0.82
|
)
|
|
$
|
(0.36
|
)
|
Year Ending December 31:
|
|
Future Minimum Rent Under Operating Leases
|
|
Future Minimum Sublease Income
|
|
Future Minimum Commitments Under Sales Leaseback Agreement
|
|
Net Commitments
|
||||||||
2014
|
|
$
|
26,158
|
|
|
$
|
(1,962
|
)
|
|
$
|
1,040
|
|
|
$
|
25,236
|
|
2015
|
|
21,424
|
|
|
(1,710
|
)
|
|
1,040
|
|
|
20,754
|
|
||||
2016
|
|
18,521
|
|
|
(269
|
)
|
|
1,076
|
|
|
19,328
|
|
||||
2017
|
|
15,402
|
|
|
—
|
|
|
1,114
|
|
|
16,516
|
|
||||
2018
|
|
10,720
|
|
|
—
|
|
|
1,153
|
|
|
11,873
|
|
||||
Thereafter
|
|
32,198
|
|
|
—
|
|
|
1,193
|
|
|
33,391
|
|
||||
|
|
$
|
124,423
|
|
|
$
|
(3,941
|
)
|
|
$
|
6,616
|
|
|
$
|
127,098
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
FOR THE YEAR ENDED DECEMBER 31, 2013
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
217,839
|
|
|
$
|
270,306
|
|
|
$
|
262,535
|
|
|
$
|
275,458
|
|
Operating income
|
19,277
|
|
|
73,952
|
|
|
62,820
|
|
|
31,317
|
|
||||
(Loss) income from continuing operations before income taxes
|
(24,688
|
)
|
|
25,187
|
|
|
17,487
|
|
|
(42,837
|
)
|
||||
Income (loss) from discontinued operations, net of taxes
|
17,675
|
|
|
11,987
|
|
|
(3,455
|
)
|
|
106,263
|
|
||||
Net (loss) income
|
(8,988
|
)
|
|
27,101
|
|
|
7,037
|
|
|
150,933
|
|
||||
Basic:
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations per share
|
$
|
(0.17
|
)
|
|
$
|
0.05
|
|
|
$
|
0.03
|
|
|
$
|
0.20
|
|
Income (loss) from discontinued operations per share
|
$
|
0.10
|
|
|
$
|
0.06
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.46
|
|
(Loss) income per share
|
$
|
(0.07
|
)
|
|
$
|
0.11
|
|
|
$
|
0.01
|
|
|
$
|
0.66
|
|
Diluted:
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations per share
|
$
|
(0.17
|
)
|
|
$
|
0.05
|
|
|
$
|
0.03
|
|
|
$
|
0.19
|
|
Income (loss) from discontinued operations per share
|
$
|
0.10
|
|
|
$
|
0.06
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.45
|
|
(Loss) income per share
|
$
|
(0.07
|
)
|
|
$
|
0.11
|
|
|
$
|
0.01
|
|
|
$
|
0.64
|
|
FOR THE YEAR ENDED DECEMBER 31, 2012
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
220,432
|
|
|
$
|
261,861
|
|
|
$
|
256,371
|
|
|
$
|
263,608
|
|
Operating income (loss)
|
25,927
|
|
|
37,716
|
|
|
56,600
|
|
|
(63,306
|
)
|
||||
(Loss) income from continuing operations before income taxes
|
(24,624
|
)
|
|
(11,977
|
)
|
|
6,624
|
|
|
(116,625
|
)
|
||||
Income from discontinued operations, net of taxes
|
9,886
|
|
|
15,403
|
|
|
52,076
|
|
|
1,838
|
|
||||
Net (loss) income
|
(12,130
|
)
|
|
8,143
|
|
|
56,049
|
|
|
(84,791
|
)
|
||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations per share
|
$
|
(0.19
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.52
|
)
|
Income from discontinued operations per share
|
$
|
0.06
|
|
|
$
|
0.10
|
|
|
$
|
0.31
|
|
|
$
|
0.01
|
|
(Loss) income per share
|
$
|
(0.13
|
)
|
|
$
|
0.01
|
|
|
$
|
0.30
|
|
|
$
|
(0.51
|
)
|
Diluted:
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations per share
|
$
|
(0.19
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.52
|
)
|
Income from discontinued operations per share
|
$
|
0.06
|
|
|
$
|
0.10
|
|
|
$
|
0.31
|
|
|
$
|
0.01
|
|
(Loss) income per share
|
$
|
(0.13
|
)
|
|
$
|
0.01
|
|
|
$
|
0.30
|
|
|
$
|
(0.51
|
)
|
|
Cumulus
Media Inc.
(Parent Guarantor)
|
|
Cumulus Media
Holdings Inc.
(Subsidiary Issuer)
|
|
Subsidiary
Guarantors
|
|
Subsidiary Non-
guarantors
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
Broadcast revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,025,075
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,025,075
|
|
Management fees
|
—
|
|
|
1,063
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,063
|
|
||||||
Net revenues
|
—
|
|
|
1,063
|
|
|
1,025,075
|
|
|
—
|
|
|
—
|
|
|
1,026,138
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Direct operating expenses (excluding depreciation, amortization and LMA fees)
|
—
|
|
|
—
|
|
|
665,993
|
|
|
2,259
|
|
|
—
|
|
|
668,252
|
|
||||||
Depreciation and amortization
|
—
|
|
|
1,913
|
|
|
110,598
|
|
|
—
|
|
|
—
|
|
|
112,511
|
|
||||||
LMA fees
|
—
|
|
|
—
|
|
|
3,716
|
|
|
—
|
|
|
—
|
|
|
3,716
|
|
||||||
Corporate general and administrative expenses (including stock-based compensation expense of $10,804)
|
—
|
|
|
59,830
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,830
|
|
||||||
Realized gain on derivative instrument
|
—
|
|
|
—
|
|
|
(3,685
|
)
|
|
—
|
|
|
—
|
|
|
(3,685
|
)
|
||||||
Gain on derivative instrument
|
—
|
|
|
—
|
|
|
(1,852
|
)
|
|
—
|
|
|
—
|
|
|
(1,852
|
)
|
||||||
Total operating expenses
|
—
|
|
|
61,743
|
|
|
774,770
|
|
|
2,259
|
|
|
—
|
|
|
838,772
|
|
||||||
Operating (loss) income
|
—
|
|
|
(60,680
|
)
|
|
250,305
|
|
|
(2,259
|
)
|
|
—
|
|
|
187,366
|
|
||||||
Non-operating (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest (expense) income, net
|
(11,765
|
)
|
|
(165,156
|
)
|
|
4
|
|
|
(64
|
)
|
|
—
|
|
|
(176,981
|
)
|
||||||
Loss on early extinguishment of debt
|
—
|
|
|
(34,934
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,934
|
)
|
||||||
Other expense, net
|
—
|
|
|
—
|
|
|
(302
|
)
|
|
—
|
|
|
—
|
|
|
(302
|
)
|
||||||
Total non-operating (expense) income, net
|
(11,765
|
)
|
|
(200,090
|
)
|
|
(298
|
)
|
|
(64
|
)
|
|
—
|
|
|
(212,217
|
)
|
||||||
(Loss) income from continuing operations before income taxes
|
(11,765
|
)
|
|
(260,770
|
)
|
|
250,007
|
|
|
(2,323
|
)
|
|
—
|
|
|
(24,851
|
)
|
||||||
Income tax benefit (expense)
|
4,706
|
|
|
104,308
|
|
|
(41,479
|
)
|
|
929
|
|
|
—
|
|
|
68,464
|
|
||||||
(Loss) income from continuing operations
|
(7,059
|
)
|
|
(156,462
|
)
|
|
208,528
|
|
|
(1,394
|
)
|
|
—
|
|
|
43,613
|
|
||||||
Income from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
132,470
|
|
|
—
|
|
|
—
|
|
|
132,470
|
|
||||||
Earnings (loss) from consolidated subsidiaries
|
183,142
|
|
|
339,604
|
|
|
(1,394
|
)
|
|
—
|
|
|
(521,352
|
)
|
|
—
|
|
||||||
Net income (loss)
|
$
|
176,083
|
|
|
$
|
183,142
|
|
|
$
|
339,604
|
|
|
$
|
(1,394
|
)
|
|
$
|
(521,352
|
)
|
|
$
|
176,083
|
|
|
Cumulus Media
Inc. (Parent
Guarantor)
|
|
Cumulus Media
Holdings Inc.
(Subsidiary Issuer)
|
|
Subsidiary
Guarantors
|
|
Subsidiary Non-
guarantors
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
Broadcast revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
999,591
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
999,591
|
|
Management fees
|
2,681
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,681
|
|
||||||
Net revenues
|
2,681
|
|
|
—
|
|
|
999,591
|
|
|
—
|
|
|
—
|
|
|
1,002,272
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Direct operating expenses (excluding depreciation, amortization and LMA fees)
|
—
|
|
|
—
|
|
|
619,658
|
|
|
3,226
|
|
|
—
|
|
|
622,884
|
|
||||||
Depreciation and amortization
|
2,671
|
|
|
—
|
|
|
132,904
|
|
|
—
|
|
|
—
|
|
|
135,575
|
|
||||||
LMA fees
|
—
|
|
|
—
|
|
|
3,465
|
|
|
—
|
|
|
—
|
|
|
3,465
|
|
||||||
Corporate general and administrative expenses (including stock-based compensation expense of $18,779)
|
57,438
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,438
|
|
||||||
Impairment of intangible assets
|
—
|
|
|
—
|
|
|
111,279
|
|
|
14,706
|
|
|
—
|
|
|
125,985
|
|
||||||
Realized gain on derivative instrument
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
||||||
Total operating expenses
|
60,109
|
|
|
—
|
|
|
867,294
|
|
|
17,932
|
|
|
—
|
|
|
945,335
|
|
||||||
Operating (loss) income
|
(57,428
|
)
|
|
—
|
|
|
132,297
|
|
|
(17,932
|
)
|
|
—
|
|
|
56,937
|
|
||||||
Non-operating (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest (expense) income, net
|
(3,708
|
)
|
|
(196,036
|
)
|
|
1,116
|
|
|
—
|
|
|
—
|
|
|
(198,628
|
)
|
||||||
Loss on early extinguishment of debt
|
—
|
|
|
(2,432
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,432
|
)
|
||||||
Other loss, net
|
—
|
|
|
—
|
|
|
(2,479
|
)
|
|
—
|
|
|
—
|
|
|
(2,479
|
)
|
||||||
Total non-operating (expense) income, net
|
(3,708
|
)
|
|
(198,468
|
)
|
|
(1,363
|
)
|
|
—
|
|
|
—
|
|
|
(203,539
|
)
|
||||||
(Loss) income from continuing operations before income taxes
|
(61,136
|
)
|
|
(198,468
|
)
|
|
130,934
|
|
|
(17,932
|
)
|
|
—
|
|
|
(146,602
|
)
|
||||||
Income tax benefit
|
—
|
|
|
—
|
|
|
25,290
|
|
|
9,380
|
|
|
—
|
|
|
34,670
|
|
||||||
(Loss) income from continuing operations
|
(61,136
|
)
|
|
(198,468
|
)
|
|
156,224
|
|
|
(8,552
|
)
|
|
—
|
|
|
(111,932
|
)
|
||||||
Income from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
50,336
|
|
|
28,867
|
|
|
—
|
|
|
79,203
|
|
||||||
Earnings (loss) from consolidated subsidiaries
|
28,407
|
|
|
226,875
|
|
|
20,315
|
|
|
—
|
|
|
(275,597
|
)
|
|
—
|
|
||||||
Net (loss) income
|
$
|
(32,729
|
)
|
|
$
|
28,407
|
|
|
$
|
226,875
|
|
|
$
|
20,315
|
|
|
$
|
(275,597
|
)
|
|
$
|
(32,729
|
)
|
|
Cumulus
Media Inc.
(Parent Guarantor)
|
|
Cumulus
Media
Holdings Inc.
(Subsidiary Issuer)
|
|
Subsidiary
Guarantors
|
|
Subsidiary Non-guarantors
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
Broadcast revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
463,252
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
463,252
|
|
Management fees
|
—
|
|
|
—
|
|
|
2,792
|
|
|
—
|
|
|
—
|
|
|
2,792
|
|
||||||
Net revenues
|
—
|
|
|
—
|
|
|
466,044
|
|
|
—
|
|
|
—
|
|
|
466,044
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Direct operating expenses (excluding depreciation, amortization and LMA fees)
|
—
|
|
|
—
|
|
|
283,543
|
|
|
1,378
|
|
|
—
|
|
|
284,921
|
|
||||||
Depreciation and amortization
|
1,300
|
|
|
—
|
|
|
47,430
|
|
|
—
|
|
|
—
|
|
|
48,730
|
|
||||||
LMA fees
|
—
|
|
|
—
|
|
|
2,425
|
|
|
—
|
|
|
—
|
|
|
2,425
|
|
||||||
Corporate general and administrative expenses (including stock-based compensation expense of $10,744)
|
89,828
|
|
|
—
|
|
|
933
|
|
|
—
|
|
|
—
|
|
|
90,761
|
|
||||||
Gain on exchange of assets or stations
|
—
|
|
|
—
|
|
|
(14,217
|
)
|
|
—
|
|
|
—
|
|
|
(14,217
|
)
|
||||||
Realized loss on derivative instrument
|
—
|
|
|
—
|
|
|
3,368
|
|
|
—
|
|
|
—
|
|
|
3,368
|
|
||||||
Total operating expenses
|
91,128
|
|
|
—
|
|
|
323,482
|
|
|
1,378
|
|
|
—
|
|
|
415,988
|
|
||||||
Operating (loss) income
|
(91,128
|
)
|
|
—
|
|
|
142,562
|
|
|
(1,378
|
)
|
|
—
|
|
|
50,056
|
|
||||||
Non-operating (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest (expense) income, net
|
(9,276
|
)
|
|
(78,112
|
)
|
|
399
|
|
|
—
|
|
|
—
|
|
|
(86,989
|
)
|
||||||
Loss on early extinguishment of debt
|
(4,366
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,366
|
)
|
||||||
Other income, net
|
—
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
—
|
|
|
61
|
|
||||||
Gain on equity investment in Cumulus Media Partners, LLC
|
11,636
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,636
|
|
||||||
Total non-operating (expense) income, net
|
(2,006
|
)
|
|
(78,112
|
)
|
|
460
|
|
|
—
|
|
|
—
|
|
|
(79,658
|
)
|
||||||
(Loss) income from continuing operations before income taxes
|
(93,134
|
)
|
|
(78,112
|
)
|
|
143,022
|
|
|
(1,378
|
)
|
|
—
|
|
|
(29,602
|
)
|
||||||
Income tax (benefit) expense
|
—
|
|
|
—
|
|
|
25,066
|
|
|
(13,807
|
)
|
|
—
|
|
|
11,259
|
|
||||||
(Loss) income from continuing operations
|
(93,134
|
)
|
|
(78,112
|
)
|
|
168,088
|
|
|
(15,185
|
)
|
|
—
|
|
|
(18,343
|
)
|
||||||
Income (loss) from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
85,731
|
|
|
(3,528
|
)
|
|
—
|
|
|
82,203
|
|
||||||
Earnings (loss) from consolidated subsidiaries
|
156,994
|
|
|
235,106
|
|
|
(18,713
|
)
|
|
—
|
|
|
(373,387
|
)
|
|
—
|
|
||||||
Net income (loss)
|
$
|
63,860
|
|
|
$
|
156,994
|
|
|
$
|
235,106
|
|
|
$
|
(18,713
|
)
|
|
$
|
(373,387
|
)
|
|
$
|
63,860
|
|
|
Cumulus
Media Inc.
(Parent
Guarantor)
|
|
Cumulus Media
Holdings Inc.
(Subsidiary
Issuer)
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non-guarantors
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
11,804
|
|
|
$
|
20,988
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,792
|
|
Restricted cash
|
—
|
|
|
6,146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,146
|
|
||||||
Accounts receivable, less allowance for doubtful accounts of $5,306
|
—
|
|
|
—
|
|
|
—
|
|
|
264,805
|
|
|
—
|
|
|
264,805
|
|
||||||
Trade receivable
|
—
|
|
|
—
|
|
|
4,419
|
|
|
—
|
|
|
—
|
|
|
4,419
|
|
||||||
Prepaid expenses and other current assets
|
—
|
|
|
5,948
|
|
|
62,945
|
|
|
—
|
|
|
—
|
|
|
68,893
|
|
||||||
Total current assets
|
11,804
|
|
|
33,082
|
|
|
67,364
|
|
|
264,805
|
|
|
—
|
|
|
377,055
|
|
||||||
Property and equipment, net
|
—
|
|
|
3,272
|
|
|
251,430
|
|
|
—
|
|
|
—
|
|
|
254,702
|
|
||||||
Broadcast licenses
|
—
|
|
|
—
|
|
|
—
|
|
|
1,596,337
|
|
|
—
|
|
|
1,596,337
|
|
||||||
Other intangible assets, net
|
—
|
|
|
—
|
|
|
315,490
|
|
|
—
|
|
|
—
|
|
|
315,490
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
1,256,741
|
|
|
—
|
|
|
—
|
|
|
1,256,741
|
|
||||||
Investment in consolidated subsidiaries
|
589,163
|
|
|
3,824,690
|
|
|
1,118,952
|
|
|
—
|
|
|
(5,532,805
|
)
|
|
—
|
|
||||||
Intercompany receivables
|
—
|
|
|
88,227
|
|
|
1,011,218
|
|
|
24,090
|
|
|
(1,123,535
|
)
|
|
—
|
|
||||||
Other assets
|
—
|
|
|
46,774
|
|
|
22,440
|
|
|
896
|
|
|
—
|
|
|
70,110
|
|
||||||
Total assets
|
$
|
600,967
|
|
|
$
|
3,996,045
|
|
|
$
|
4,043,635
|
|
|
$
|
1,886,128
|
|
|
$
|
(6,656,340
|
)
|
|
$
|
3,870,435
|
|
Liabilities, Redeemable Preferred Stock and Stockholders’ Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued expenses
|
$
|
—
|
|
|
$
|
24,966
|
|
|
$
|
121,521
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
146,537
|
|
Trade payable
|
—
|
|
|
—
|
|
|
3,846
|
|
|
—
|
|
|
—
|
|
|
3,846
|
|
||||||
Current portion of long-term debt
|
—
|
|
|
5,937
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,937
|
|
||||||
Total current liabilities
|
—
|
|
|
30,903
|
|
|
125,367
|
|
|
50
|
|
|
—
|
|
|
156,320
|
|
||||||
Long-term debt, excluding 7.75% senior notes and secured loan
|
—
|
|
|
1,985,956
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,985,956
|
|
||||||
7.75% senior notes
|
—
|
|
|
610,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
610,000
|
|
||||||
Secured loan
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
—
|
|
|
25,000
|
|
||||||
Other liabilities
|
—
|
|
|
10,430
|
|
|
69,483
|
|
|
—
|
|
|
—
|
|
|
79,913
|
|
||||||
Intercompany payables
|
88,227
|
|
|
769,593
|
|
|
—
|
|
|
265,715
|
|
|
(1,123,535
|
)
|
|
—
|
|
||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
24,095
|
|
|
476,411
|
|
|
—
|
|
|
500,506
|
|
||||||
Total liabilities
|
88,227
|
|
|
3,406,882
|
|
|
218,945
|
|
|
767,176
|
|
|
(1,123,535
|
)
|
|
3,357,695
|
|
||||||
Stockholders’ equity (deficit):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Class A common stock, par value $0.01 per share; 750,000,000 shares authorized; 222,399,019 shares issued and outstanding
|
2,223
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,223
|
|
||||||
Class B common stock, par value $0.01 per share; 600,000,000 shares authorized; 15,424,944 shares issued and outstanding
|
154
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
154
|
|
||||||
Class C common stock, par value $0.01 per share; 644,871 shares authorized, issued and outstanding
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||
Treasury stock, at cost,
24,205,200
shares
|
(251,193
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(251,193
|
)
|
||||||
Additional paid-in-capital
|
1,603,669
|
|
|
223,412
|
|
|
3,983,196
|
|
|
2,092,725
|
|
|
(6,299,333
|
)
|
|
1,603,669
|
|
||||||
Accumulated (deficit) equity
|
(842,119
|
)
|
|
365,751
|
|
|
(158,506
|
)
|
|
(973,773
|
)
|
|
766,528
|
|
|
(842,119
|
)
|
||||||
Total stockholders’ equity (deficit)
|
512,740
|
|
|
589,163
|
|
|
3,824,690
|
|
|
1,118,952
|
|
|
(5,532,805
|
)
|
|
512,740
|
|
||||||
Total liabilities, redeemable preferred stock and stockholders’ equity (deficit)
|
$
|
600,967
|
|
|
$
|
3,996,045
|
|
|
$
|
4,043,635
|
|
|
$
|
1,886,128
|
|
|
$
|
(6,656,340
|
)
|
|
$
|
3,870,435
|
|
|
Cumulus
Media Inc.
(Parent Guarantor)
|
|
Cumulus Media
Holdings Inc.
(Subsidiary Issuer)
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non-guarantors
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
81,599
|
|
|
$
|
—
|
|
|
$
|
6,451
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
88,050
|
|
Restricted cash
|
5,921
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,921
|
|
||||||
Accounts receivable, less allowance for doubtful accounts of $4,131
|
—
|
|
|
—
|
|
|
207,563
|
|
|
—
|
|
|
—
|
|
|
207,563
|
|
||||||
Trade receivable
|
—
|
|
|
—
|
|
|
6,104
|
|
|
—
|
|
|
—
|
|
|
6,104
|
|
||||||
Prepaid expenses and other current assets
|
6,928
|
|
|
—
|
|
|
38,553
|
|
|
—
|
|
|
—
|
|
|
45,481
|
|
||||||
Total current assets
|
94,448
|
|
|
—
|
|
|
258,671
|
|
|
—
|
|
|
—
|
|
|
353,119
|
|
||||||
Property and equipment, net
|
4,690
|
|
|
—
|
|
|
251,213
|
|
|
—
|
|
|
—
|
|
|
255,903
|
|
||||||
Broadcast licenses
|
—
|
|
|
—
|
|
|
—
|
|
|
1,602,373
|
|
|
—
|
|
|
1,602,373
|
|
||||||
Other intangible assets, net
|
—
|
|
|
—
|
|
|
258,761
|
|
|
—
|
|
|
—
|
|
|
258,761
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
1,195,594
|
|
|
—
|
|
|
—
|
|
|
1,195,594
|
|
||||||
Investment in consolidated subsidiaries
|
415,573
|
|
|
3,354,891
|
|
|
1,127,135
|
|
|
—
|
|
|
(4,897,599
|
)
|
|
—
|
|
||||||
Intercompany receivables
|
—
|
|
|
—
|
|
|
471,329
|
|
|
—
|
|
|
(471,329
|
)
|
|
—
|
|
||||||
Other assets
|
11,605
|
|
|
47,818
|
|
|
18,402
|
|
|
—
|
|
|
—
|
|
|
77,825
|
|
||||||
Total assets
|
$
|
526,316
|
|
|
$
|
3,402,709
|
|
|
$
|
3,581,105
|
|
|
$
|
1,602,373
|
|
|
$
|
(5,368,928
|
)
|
|
$
|
3,743,575
|
|
Liabilities, Redeemable Preferred Stock and Stockholders’ Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued expenses
|
$
|
10,690
|
|
|
$
|
8,213
|
|
|
$
|
83,683
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
102,586
|
|
Trade payable
|
—
|
|
|
—
|
|
|
4,803
|
|
|
—
|
|
|
—
|
|
|
4,803
|
|
||||||
Current portion of long-term debt
|
—
|
|
|
76,468
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,468
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
11,386
|
|
|
—
|
|
|
—
|
|
|
11,386
|
|
||||||
Total current liabilities
|
10,690
|
|
|
84,681
|
|
|
99,872
|
|
|
—
|
|
|
—
|
|
|
195,243
|
|
||||||
Long-term debt, excluding 7.75% senior notes
|
—
|
|
|
2,014,599
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,014,599
|
|
||||||
7.75% senior notes
|
—
|
|
|
610,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
610,000
|
|
||||||
Other liabilities
|
3,651
|
|
|
—
|
|
|
41,662
|
|
|
—
|
|
|
—
|
|
|
45,313
|
|
||||||
Intercompany payables
|
193,473
|
|
|
277,856
|
|
|
—
|
|
|
—
|
|
|
(471,329
|
)
|
|
—
|
|
||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
84,680
|
|
|
475,238
|
|
|
—
|
|
|
559,918
|
|
||||||
Total liabilities
|
207,814
|
|
|
2,987,136
|
|
|
226,214
|
|
|
475,238
|
|
|
(471,329
|
)
|
|
3,425,073
|
|
||||||
Redeemable preferred stock:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Series A cumulative redeemable preferred stock, par value $0.01 per share; stated value of $1,000 per share; 100,000,000 shares authorized; 75,767 shares issued and outstanding
|
71,869
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,869
|
|
||||||
Total redeemable preferred stock
|
71,869
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,869
|
|
||||||
Stockholders’ equity (deficit):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Class A common stock, par value $0.01 per share; 750,000,000 shares authorized; 182,682,073 shares issued and outstanding
|
1,827
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,827
|
|
||||||
Class B common stock, par value $0.01 per share; 600,000,000 shares authorized; 15,424,944 shares issued and outstanding
|
154
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
154
|
|
||||||
Class C common stock, par value $0.01 per share; 644,871 shares authorized; 644,871 shares issued and outstanding
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||
Treasury stock, at cost, 24,162,676 shares
|
(252,001
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(252,001
|
)
|
||||||
Additional paid-in-capital
|
1,514,849
|
|
|
232,964
|
|
|
3,853,000
|
|
|
2,099,514
|
|
|
(6,185,478
|
)
|
|
1,514,849
|
|
||||||
Accumulated (deficit) equity
|
(1,018,202
|
)
|
|
182,609
|
|
|
(498,109
|
)
|
|
(972,379
|
)
|
|
1,287,879
|
|
|
(1,018,202
|
)
|
||||||
Total stockholders’ equity (deficit)
|
246,633
|
|
|
415,573
|
|
|
3,354,891
|
|
|
1,127,135
|
|
|
(4,897,599
|
)
|
|
246,633
|
|
||||||
Total liabilities, redeemable preferred stock and stockholders’ equity (deficit)
|
$
|
526,316
|
|
|
$
|
3,402,709
|
|
|
$
|
3,581,105
|
|
|
$
|
1,602,373
|
|
|
$
|
(5,368,928
|
)
|
|
$
|
3,743,575
|
|
|
Cumulus
Media Inc.
(Parent Guarantor)
|
|
Cumulus
Media
Holdings Inc.
(Subsidiary Issuer)
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non-guarantors
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
$
|
176,083
|
|
|
$
|
183,142
|
|
|
$
|
339,604
|
|
|
$
|
(1,394
|
)
|
|
$
|
(521,352
|
)
|
|
$
|
176,083
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
—
|
|
|
1,913
|
|
|
115,038
|
|
|
—
|
|
|
—
|
|
|
116,951
|
|
||||||
Amortization of debt issuance costs/discounts
|
—
|
|
|
9,905
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
9,919
|
|
||||||
Provision for doubtful accounts
|
—
|
|
|
—
|
|
|
3,349
|
|
|
—
|
|
|
—
|
|
|
3,349
|
|
||||||
Gain on sale of assets or stations
|
—
|
|
|
—
|
|
|
(3,685
|
)
|
|
—
|
|
|
—
|
|
|
(3,685
|
)
|
||||||
Gain on exchange of assets or stations
|
—
|
|
|
—
|
|
|
(108,158
|
)
|
|
—
|
|
|
—
|
|
|
(108,158
|
)
|
||||||
Impairment of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair value adjustment of derivative instruments
|
—
|
|
|
23
|
|
|
(1,852
|
)
|
|
—
|
|
|
—
|
|
|
(1,829
|
)
|
||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
(77,551
|
)
|
|
1,173
|
|
|
—
|
|
|
(76,378
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
10,804
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,804
|
|
||||||
Loss on early extinguishment of debt
|
—
|
|
|
34,934
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,934
|
|
||||||
Earnings from consolidated subsidiaries
|
(183,141
|
)
|
|
(339,603
|
)
|
|
1,392
|
|
|
—
|
|
|
521,352
|
|
|
—
|
|
||||||
Changes in assets and liabilities
|
—
|
|
|
46,570
|
|
|
(329,633
|
)
|
|
242,214
|
|
|
—
|
|
|
(40,849
|
)
|
||||||
Net cash (used in) provided by operating activities
|
(7,058
|
)
|
|
(52,312
|
)
|
|
(61,496
|
)
|
|
242,007
|
|
|
—
|
|
|
121,141
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restricted cash
|
—
|
|
|
(225
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(225
|
)
|
||||||
Proceeds from exchange of assets or stations
|
—
|
|
|
—
|
|
|
241,519
|
|
|
—
|
|
|
—
|
|
|
241,519
|
|
||||||
Capital expenditures
|
—
|
|
|
(495
|
)
|
|
(10,586
|
)
|
|
—
|
|
|
—
|
|
|
(11,081
|
)
|
||||||
Acquisitions less cash acquired
|
—
|
|
|
—
|
|
|
(322,838
|
)
|
|
—
|
|
|
—
|
|
|
(322,838
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
(720
|
)
|
|
(91,905
|
)
|
|
—
|
|
|
—
|
|
|
(92,625
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intercompany transactions, net
|
(70,525
|
)
|
|
189,672
|
|
|
146,950
|
|
|
(266,097
|
)
|
|
—
|
|
|
—
|
|
||||||
Repayments of borrowings under revolving credit facilities
|
—
|
|
|
(2,111,688
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,111,688
|
)
|
||||||
Tax withholding payments on behalf of employees
|
(337
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(337
|
)
|
||||||
Preferred stock dividends
|
(9,395
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,395
|
)
|
||||||
Proceeds from exercise of warrants
|
93
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93
|
|
||||||
Proceeds from exercise of options
|
818
|
|
|
|
|
|
|
|
|
|
|
818
|
|
||||||||||
Redemption of preferred stock
|
(150,391
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150,391
|
)
|
||||||
Proceeds from borrowings under term loans and revolving credit facilities
|
—
|
|
|
2,002,308
|
|
|
—
|
|
|
25,000
|
|
|
—
|
|
|
2,027,308
|
|
||||||
Proceeds from issuance of common equity securities
|
94,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94,300
|
|
||||||
Proceeds from issuance of preferred stock
|
77,241
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77,241
|
|
||||||
Deferred financing costs
|
—
|
|
|
(6,272
|
)
|
|
—
|
|
|
(910
|
)
|
|
—
|
|
|
(7,182
|
)
|
||||||
Financing costs paid in connection with the issuance of equity securities
|
(4,541
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,541
|
)
|
||||||
Net cash provided by (used in) financing activities
|
(62,737
|
)
|
|
74,020
|
|
|
146,950
|
|
|
(242,007
|
)
|
|
—
|
|
|
(83,774
|
)
|
||||||
(Decrease) increase in cash and cash equivalents
|
(69,795
|
)
|
|
20,988
|
|
|
(6,451
|
)
|
|
—
|
|
|
—
|
|
|
(55,258
|
)
|
||||||
Cash and cash equivalents at beginning of period
|
81,599
|
|
|
—
|
|
|
6,451
|
|
|
—
|
|
|
—
|
|
|
88,050
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
11,804
|
|
|
$
|
20,988
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,792
|
|
|
Cumulus Media
Inc.
(Parent Guarantor)
|
|
Cumulus Media
Holdings Inc.
(Subsidiary Issuer)
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non-
guarantors
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net (loss) income
|
$
|
(32,729
|
)
|
|
$
|
28,407
|
|
|
$
|
226,875
|
|
|
$
|
20,315
|
|
|
$
|
(275,597
|
)
|
|
$
|
(32,729
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
2,671
|
|
|
—
|
|
|
140,632
|
|
|
—
|
|
|
—
|
|
|
143,303
|
|
||||||
Amortization of debt issuance costs/discount
|
—
|
|
|
10,130
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,130
|
|
||||||
Provision for doubtful accounts
|
—
|
|
|
—
|
|
|
3,694
|
|
|
—
|
|
|
—
|
|
|
3,694
|
|
||||||
Gain on sale of assets or stations
|
—
|
|
|
—
|
|
|
2,277
|
|
|
—
|
|
|
—
|
|
|
2,277
|
|
||||||
Gain on exchange of assets or stations
|
—
|
|
|
—
|
|
|
(37,990
|
)
|
|
(24,977
|
)
|
|
—
|
|
|
(62,967
|
)
|
||||||
Fair value adjustment of derivative instruments
|
332
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
320
|
|
||||||
Impairment of intangible assets
|
—
|
|
|
—
|
|
|
127,141
|
|
|
—
|
|
|
—
|
|
|
127,141
|
|
||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
(28,681
|
)
|
|
10,454
|
|
|
—
|
|
|
(18,227
|
)
|
||||||
Stock-based compensation expense
|
11,893
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,893
|
|
||||||
Loss on early extinguishment of debt
|
—
|
|
|
2,432
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,432
|
|
||||||
Earnings from consolidated subsidiaries
|
(28,407
|
)
|
|
(226,875
|
)
|
|
(20,315
|
)
|
|
—
|
|
|
275,597
|
|
|
—
|
|
||||||
Changes in assets and liabilities
|
(80,084
|
)
|
|
3,075
|
|
|
87,256
|
|
|
(18,024
|
)
|
|
—
|
|
|
(7,777
|
)
|
||||||
Net cash (used in) provided by operating activities
|
(126,324
|
)
|
|
(182,831
|
)
|
|
500,877
|
|
|
(12,232
|
)
|
|
—
|
|
|
179,490
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restricted cash
|
(2,067
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,067
|
)
|
||||||
Proceeds from sale of assets or stations
|
1,897
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,897
|
|
||||||
Capital expenditures
|
(722
|
)
|
|
—
|
|
|
(5,885
|
)
|
|
—
|
|
|
—
|
|
|
(6,607
|
)
|
||||||
Proceeds from exchange of assets or stations
|
—
|
|
|
—
|
|
|
114,918
|
|
|
—
|
|
|
—
|
|
|
114,918
|
|
||||||
Acquisitions less cash required
|
—
|
|
|
—
|
|
|
(9,998
|
)
|
|
—
|
|
|
—
|
|
|
(9,998
|
)
|
||||||
Net cash (used in) provided by investing activities
|
(892
|
)
|
|
—
|
|
|
99,035
|
|
|
—
|
|
|
—
|
|
|
98,143
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intercompany transactions, net
|
263,963
|
|
|
336,144
|
|
|
(612,339
|
)
|
|
12,232
|
|
|
—
|
|
|
—
|
|
||||||
Repayments of borrowings under revolving credit facilities
|
—
|
|
|
(174,313
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(174,313
|
)
|
||||||
Tax withholding paid on behalf of employees
|
(1,952
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,952
|
)
|
||||||
Preferred stock dividends
|
(15,017
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,017
|
)
|
||||||
Proceeds from exercise of warrants
|
142
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
142
|
|
||||||
Proceeds from borrowings under term loans and revolving credit facilities
|
—
|
|
|
21,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,000
|
|
||||||
Deferred financing costs
|
(802
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(802
|
)
|
||||||
Redemption of preferred stock
|
(49,233
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49,233
|
)
|
||||||
Net cash provided by (used in) financing activities
|
197,101
|
|
|
182,831
|
|
|
(612,339
|
)
|
|
12,232
|
|
|
—
|
|
|
(220,175
|
)
|
||||||
Increase (decrease) in cash and cash equivalents
|
69,885
|
|
|
—
|
|
|
(12,427
|
)
|
|
—
|
|
|
—
|
|
|
57,458
|
|
||||||
Cash and cash equivalents at beginning of period
|
11,714
|
|
|
—
|
|
|
18,878
|
|
|
—
|
|
|
—
|
|
|
30,592
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
81,599
|
|
|
$
|
—
|
|
|
$
|
6,451
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
88,050
|
|
|
Cumulus
Media Inc.
(Parent Guarantor)
|
|
Cumulus
Media
Holdings Inc.
(Subsidiary Issuer)
|
|
Subsidiary
Guarantors
|
|
Subsidiary
Non-
guarantors
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
$
|
63,860
|
|
|
$
|
156,994
|
|
|
$
|
235,106
|
|
|
$
|
(18,713
|
)
|
|
$
|
(373,387
|
)
|
|
$
|
63,860
|
|
Adjustments to reconcile net income (loss) to
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
1,300
|
|
|
—
|
|
|
51,143
|
|
|
—
|
|
|
—
|
|
|
52,443
|
|
||||||
Amortization of debt issuance costs/discounts
|
434
|
|
|
4,366
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,800
|
|
||||||
Provision for doubtful accounts
|
—
|
|
|
—
|
|
|
2,736
|
|
|
—
|
|
|
—
|
|
|
2,736
|
|
||||||
Loss on sale of assets or stations
|
—
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
43
|
|
||||||
Gain on exchange of assets or stations
|
—
|
|
|
—
|
|
|
(15,278
|
)
|
|
—
|
|
|
—
|
|
|
(15,278
|
)
|
||||||
Fair value adjustment of derivative instruments
|
(3,582
|
)
|
|
—
|
|
|
3,368
|
|
|
—
|
|
|
—
|
|
|
(214
|
)
|
||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
(79,327
|
)
|
|
17,334
|
|
|
—
|
|
|
(61,993
|
)
|
||||||
Stock- based compensation expense
|
5,855
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,855
|
|
||||||
Other
|
(1,318
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,318
|
)
|
||||||
Loss on early extinguishment of debt
|
4,366
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,366
|
|
||||||
Gain on equity investment in Cumulus Media Partners, LLC
|
(11,636
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,636
|
)
|
||||||
Earnings from consolidated subsidiaries
|
(156,994
|
)
|
|
(235,106
|
)
|
|
18,713
|
|
|
—
|
|
|
373,387
|
|
|
—
|
|
||||||
Changes in assets and liabilities
|
(58,976
|
)
|
|
16,218
|
|
|
70,978
|
|
|
(133
|
)
|
|
—
|
|
|
28,087
|
|
||||||
Net cash (used in) provided by operating activities
|
(156,691
|
)
|
|
(57,528
|
)
|
|
287,482
|
|
|
(1,512
|
)
|
|
—
|
|
|
71,751
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restricted cash
|
(394
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(394
|
)
|
||||||
Acquisition less cash acquired
|
(2,024,172
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,024,172
|
)
|
||||||
Capital expenditures
|
(1,655
|
)
|
|
—
|
|
|
(5,035
|
)
|
|
—
|
|
|
—
|
|
|
(6,690
|
)
|
||||||
Net cash used in investing activities
|
(2,026,221
|
)
|
|
—
|
|
|
(5,035
|
)
|
|
—
|
|
|
—
|
|
|
(2,031,256
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intercompany transactions, net
|
3,044,971
|
|
|
(2,782,738
|
)
|
|
(263,745
|
)
|
|
1,512
|
|
|
—
|
|
|
—
|
|
||||||
Repayment of borrowings under term loans and revolving credit facilities
|
(1,264,676
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,264,676
|
)
|
||||||
Tax withholding payments on behalf of employees
|
(935
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(935
|
)
|
||||||
Preferred stock dividends
|
—
|
|
|
(521
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(521
|
)
|
||||||
Proceeds from issuance of 7.75% senior notes due 2019
|
—
|
|
|
610,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
610,000
|
|
||||||
Proceeds from borrowings under term loans and revolving credit facilities
|
—
|
|
|
2,289,685
|
|
|
|
|
|
|
|
|
2,289,685
|
|
|||||||||
Proceeds from issuance of common equity securities
|
475,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
475,000
|
|
||||||
Financing costs paid in connection with the issuance of equity securities
|
(30,978
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,978
|
)
|
||||||
Redemption of preferred stock
|
(41,565
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,565
|
)
|
||||||
Exercise of warrants
|
171
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
171
|
|
||||||
Deferred financing costs
|
—
|
|
|
(58,898
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,898
|
)
|
||||||
Net cash provided by (used in) financing activities
|
2,181,988
|
|
|
57,528
|
|
|
(263,745
|
)
|
|
1,512
|
|
|
—
|
|
|
1,977,283
|
|
||||||
(Decrease) increase in cash and cash equivalents
|
(924
|
)
|
|
—
|
|
|
18,702
|
|
|
—
|
|
|
—
|
|
|
17,778
|
|
||||||
Cash and cash equivalents at beginning of period
|
12,638
|
|
|
—
|
|
|
176
|
|
|
—
|
|
|
—
|
|
|
12,814
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
11,714
|
|
|
$
|
—
|
|
|
$
|
18,878
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,592
|
|
Fiscal Year
|
|
Balance at
Beginning
of Year
|
|
Charged to Costs and Expenses
|
|
Deductions
|
|
Balance
at End
of Year
|
||||||||
Allowance for doubtful accounts
|
|
|
|
|
|
|
|
|
||||||||
2013
|
|
$
|
4,131
|
|
|
$
|
3,349
|
|
|
$
|
(2,174
|
)
|
|
$
|
5,306
|
|
2012
|
|
$
|
2,765
|
|
|
$
|
3,694
|
|
|
$
|
(2,328
|
)
|
|
$
|
4,131
|
|
2011
|
|
$
|
1,115
|
|
|
$
|
2,736
|
|
|
$
|
(1,086
|
)
|
|
$
|
2,765
|
|
Valuation allowance on deferred taxes
|
|
|
|
|
|
|
|
|
||||||||
2013
|
|
$
|
171,062
|
|
|
$
|
—
|
|
|
$
|
(154,260
|
)
|
|
$
|
16,802
|
|
2012
|
|
$
|
201,238
|
|
|
$
|
—
|
|
|
$
|
(30,176
|
)
|
|
$
|
171,062
|
|
2011
|
|
$
|
256,800
|
|
|
$
|
21,138
|
|
|
$
|
(76,700
|
)
|
|
$
|
201,238
|
|
4.17
|
|
Fourth Supplemental Indenture, dated as of December 23, 2013, by and among Cumulus Media Holdings Inc., each of the subsidiaries of Cumulus Media Holdings Inc. signatory thereto and U.S. Bank National Association, as Trustee.
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges
|
21.1
|
|
Subsidiaries of Cumulus Media Inc.
|
|
|
|
23.1
|
|
Consent of PricewaterhouseCoopers 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.
|
|
|
|
101
|
|
The following materials from Cumulus Media Inc.’s Annual Report on Form 10-K for the year ended December 31, 2013, formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i) Consolidated Balance Sheets at December 31, 2013 and 2012, (ii) Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011, (iii) Consolidated Statements of Stockholders’ Equity (Deficit) and Comprehensive Income (Loss) for the years ended December 31, 2013, 2012 and 2011, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011, and (vi) the Notes to Consolidated Financial Statements.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
166,110
|
|
|
$
|
189,073
|
|
|
$
|
81,938
|
|
|
$
|
26,067
|
|
|
$
|
22,182
|
|
Amortization of debt discount
|
|
9,919
|
|
|
10,131
|
|
|
4,801
|
|
|
1,250
|
|
|
1,079
|
|
|||||
Total fixed charges
|
|
$
|
176,029
|
|
|
$
|
199,204
|
|
|
$
|
86,739
|
|
|
$
|
27,317
|
|
|
$
|
23,261
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings available for fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pre-tax (loss) income from continuing operations before adjustment for income or loss from equity investees
|
|
$
|
(24,851
|
)
|
|
$
|
(146,602
|
)
|
|
$
|
(29,602
|
)
|
|
$
|
6,034
|
|
|
$
|
(172,736
|
)
|
Add: fixed charges
|
|
176,029
|
|
|
199,204
|
|
|
86,739
|
|
|
27,317
|
|
|
23,261
|
|
|||||
Less: preferred stock dividends
|
|
(10,676
|
)
|
|
(21,432
|
)
|
|
(6,961
|
)
|
|
—
|
|
|
—
|
|
|||||
Total earnings available for fixed charges
|
|
$
|
140,502
|
|
|
$
|
31,170
|
|
|
$
|
50,176
|
|
|
$
|
33,351
|
|
|
$
|
149,483
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
|
*
|
|
*
|
|
*
|
|
1.22
|
|
|
*
|
Alphabet Acquisition Corp.
|
Delaware
|
Atlanta Radio, LLC
|
Delaware
|
Aviation I, LLC
|
Nevada
|
Broadcast Software International Inc.
|
Nevada
|
Catalyst Media, Inc.
|
Delaware
|
Chicago FM Radio Assets, LLC
|
Delaware
|
Chicago Radio Assets, LLC
|
Delaware
|
Cumulus Radio Corp.
|
Nevada
|
Citadel Broadcasting Corporation
|
Delaware
|
CMI Receivables Funding, LLC
|
Delaware
|
CMP Houston - KC, LLC
|
Delaware
|
CMP KC Corp.
|
Delaware
|
CMP Susquehanna Corp.
|
Delaware
|
CMP Susquehanna Radio Holdings Corp.
|
Delaware
|
Consolidated IP Company, LLC
|
Delaware
|
Cumulus Broadcasting LLC
|
Nevada
|
Cumulus Licensing, LLC
|
Nevada
|
Cumulus Media Holdings, Inc.
|
Delaware
|
DC Radio Assets, LLC
|
Delaware
|
Detroit Radio, LLC
|
Delaware
|
Dial Communications Global Media, LLC
|
Delaware
|
Excelsior Radio Networks, LLC
|
Delaware
|
iBiquity Digital Corporation
|
Delaware
|
Incentrev-Radio Half Off, LLC
|
Delaware
|
KLIF Broadcasting, Inc.
|
Nevada
|
KLIF Lico, Inc.
|
Nevada
|
KLOS Syndications Assets, LLC
|
Delaware
|
KLOS-FM Radio Assets, LLC
|
Delaware
|
KPLX Lico, Inc.
|
Nevada
|
Radio Metroplex, Inc
|
Nevada
|
LA Radio, LLC
|
Delaware
|
Minneapolis Radio Assets, LLC
|
Delaware
|
NY Radio Assets, LLC
|
Delaware
|
Radio Assets, LLC
|
Delaware
|
Radio License Holding CBC, LLC
|
Delaware
|
Radio Licenses Holding, LLC
|
Delaware
|
Radio Networks, LLC
|
Delaware
|
San Francisco Radio Assets, LLC
|
Delaware
|
Shoreview FM Group
|
Delaware
|
Susquehanna Media Corp.
|
Delaware
|
Susquehanna Pfaltzgraff Co.
|
Delaware
|
Susquehanna Radio Corp.
|
Pennsylvania
|
Sweetjack, LLC
|
Delaware
|
The Last Bastion Trust, LLC
|
Delaware
|
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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.
|
Date: March 17, 2014
|
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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.
|
Date: March 17, 2014
|
By:
|
|
/s/ Joseph P. Hannan
|
|
|
|
Joseph P. Hannan
|
|
|
|
Senior 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/ Joseph P. Hannan
|
||
|
Name:
|
|
Joseph P. Hannan
|
|
Title:
|
|
Senior Vice President, Treasurer and Chief Financial Officer
|