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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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¨
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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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þ
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Emerging growth 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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2
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3
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4
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5
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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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9A.
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9B.
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10
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11
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12
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13
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14
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15
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16
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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 LLP, a public accounting firm that specializes in serving the broadcasting industry and BIA/Kelsey (“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, from surveys of people ages 12 and over, listening Monday through Sunday, 6 a.m. to 12 midnight, as reported in the Nielsen Audio Market Report.
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Amusement and recreation
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Banking and mortgage
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Healthcare services
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Arts and entertainment
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Food and beverage
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Telecommunications
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Automotive
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Furniture and home furnishings
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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, such as the brand loyalty of listeners to a specific station.
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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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|
|
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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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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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|
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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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|
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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
|
|
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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|
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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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|
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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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|
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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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|
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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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|
|
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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, 2022
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WLEV FM
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Allentown, PA
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100.7
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August 1, 2022
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Amarillo, TX
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KPUR 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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KARX 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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KNSH AM
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Canyon, TX
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1550
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August 1, 2021
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KZRK 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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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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WWWX FM
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Oshkosh, WI
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96.9
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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, 2020
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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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|
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WIBR AM
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Baton Rouge, LA
|
|
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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Beaumont, TX
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KAYD FM
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Silsbee, TX
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|
101.7
|
|
August 1, 2021
|
|
|
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KBED AM
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|
Nederland, TX
|
|
1510
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|
August 1, 2021
|
|
|
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KIKR AM
|
|
Beaumont, TX
|
|
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
|
|
August 1, 2021
|
|
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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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Market
|
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Stations
|
|
City of License
|
|
Frequency
|
|
Expiration
Date of License
|
|
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
|
|
690
|
|
April 1, 2020
|
|
|
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WJOX FM
|
|
Birmingham, AL
|
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94.5
|
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April 1, 2020
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|
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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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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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WJQX FM
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Birmingham, AL
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100.5
|
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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
|
|
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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WRAD AM
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Radford, VA
|
|
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
|
|
October 1, 2019
|
|
|
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WPSK FM
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|
Pulaski, VA
|
|
107.1
|
|
October 1, 2019
|
|
Bloomington, IL
|
|
WBNQ FM
|
|
Bloomington, IL
|
|
101.5
|
|
December 1, 2020
|
|
|
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WBWN FM
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|
Le Roy, IL
|
|
104.1
|
|
December 1, 2020
|
|
|
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WJEZ FM
|
|
Dwight, IL
|
|
98.9
|
|
December 1, 2020
|
|
|
|
WJBC AM
|
|
Bloomington, IL
|
|
1230
|
|
December 1, 2020
|
|
|
|
WJBC FM
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|
Pontiac, IL
|
|
93.7
|
|
December 1, 2020
|
|
Boise, ID
|
|
KBOI AM
|
|
Boise, ID
|
|
670
|
|
October 1, 2021
|
|
|
|
KIZN FM
|
|
Boise, ID
|
|
92.3
|
|
October 1, 2021
|
|
|
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KKGL FM
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|
Nampa, ID
|
|
96.9
|
|
October 1, 2021
|
|
|
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KQFC FM
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|
Boise, ID
|
|
97.9
|
|
October 1, 2021
|
|
|
|
KTIK FM
|
|
New Plymouth, ID
|
|
93.1
|
|
October 1, 2021
|
|
|
|
KTIK AM
|
|
Nampa, ID
|
|
1350
|
|
October 1, 2021
|
|
Bridgeport, CT
|
|
WEBE FM
|
|
Westport, CT
|
|
107.9
|
|
April 1, 2022
|
|
|
|
WICC AM
|
|
Bridgeport, CT
|
|
600
|
|
April 1, 2022
|
|
Buffalo, NY
|
|
WEDG FM
|
|
Buffalo, NY
|
|
103.3
|
|
June 1, 2022
|
|
|
|
WGRF FM
|
|
Buffalo, NY
|
|
96.9
|
|
June 1, 2022
|
|
|
|
WHLD AM
|
|
Niagara Falls, NY
|
|
1270
|
|
June 1, 2022
|
|
|
|
WHTT FM
|
|
Buffalo, NY
|
|
104.1
|
|
June 1, 2022
|
|
|
|
WBBF AM
|
|
Buffalo, NY
|
|
1120
|
|
June 1, 2022
|
|
Charleston, SC
|
|
WSSX FM
|
|
Charleston, SC
|
|
95.1
|
|
December 1, 2019
|
|
|
|
WIWF FM
|
|
Charleston, SC
|
|
96.9
|
|
December 1, 2019
|
|
|
|
WTMA AM
|
|
Charleston, SC
|
|
1250
|
|
December 1, 2019
|
|
|
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WWWZ FM
|
|
Summerville, SC
|
|
93.3
|
|
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
|
|
|
|
WOGT FM
|
|
East Ridge, TN
|
|
107.9
|
|
August 1, 2020
|
|
|
|
WSKZ FM
|
|
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
|
|
|
|
WKQX FM
|
|
Chicago, IL
|
|
101.1
|
|
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
|
|
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
|
Market
|
|
Stations
|
|
City of License
|
|
Frequency
|
|
Expiration
Date of License
|
|
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
|
|
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
|
|
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, 2021
|
|
|
|
KSCS FM
|
|
Fort Worth, TX
|
|
96.3
|
|
August 1, 2021
|
|
|
|
KLIF AM
|
|
Dallas, TX
|
|
570
|
|
August 1, 2021
|
|
|
|
KPLX FM
|
|
Fort Worth, TX
|
|
99.5
|
|
August 1, 2021
|
|
|
|
KLIF FM
|
|
Haltom City, TX
|
|
93.3
|
|
August 1, 2021
|
|
|
|
KTCK AM
|
|
Dallas, TX
|
|
1310
|
|
August 1, 2021
|
|
|
|
KTCK FM
|
|
Flower Mound, TX
|
|
96.7
|
|
August 1, 2021
|
|
|
|
KESN FM
|
|
Allen, TX
|
|
103.3
|
|
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, 2021
|
|
|
|
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, 2022
|
|
|
|
WXTA FM
|
|
Edinboro, PA
|
|
97.9
|
|
August 1, 2022
|
|
|
|
WRIE AM
|
|
Erie, PA
|
|
1260
|
|
August 1, 2022
|
|
|
|
WQHZ FM
|
|
Erie, PA
|
|
102.3
|
|
August 1, 2022
|
|
Eugene, OR
|
|
KEHK FM
|
|
Brownsville, OR
|
|
102.3
|
|
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
|
|
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
|
|
95
|
|
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
|
Market
|
|
Stations
|
|
City of License
|
|
Frequency
|
|
Expiration
Date of License
|
|
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
|
|
|
|
WQPD 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
|
|
|
|
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 FM
|
|
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, 2022
|
|
|
|
WNNK FM
|
|
Harrisburg, PA
|
|
104.1
|
|
August 1, 2022
|
|
|
|
WWKL FM
|
|
Mechanicsburg, PA
|
|
93.5
|
|
August 1, 2022
|
|
|
|
WZCY FM
|
|
Hershey, PA
|
|
106.7
|
|
August 1, 2022
|
|
|
|
WQXA FM
|
|
York, PA
|
|
105.7
|
|
August 1, 2022
|
|
Houston, TX
|
|
KRBE FM
|
|
Houston, TX
|
|
104.1
|
|
August 1, 2021
|
|
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
|
|
|
|
WFMS FM
|
|
Fishers, IN
|
|
95.5
|
|
August 1, 2020
|
Market
|
|
Stations
|
|
City of License
|
|
Frequency
|
|
Expiration
Date of License
|
|
|
|
WYRG 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
|
|
|
|
KCMO FM
|
|
Shawnee, KS
|
|
94.9
|
|
June 1, 2021
|
|
|
|
KMJK FM
|
|
North Kansas City, MO
|
|
107.3
|
|
February 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
|
|
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
|
|
DeRidder, LA
|
|
97.9
|
|
June 1, 2020
|
|
|
|
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, 2022
|
|
|
|
WIOV AM
|
|
Reading, PA
|
|
1240
|
|
August 1, 2022
|
|
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, 2020
|
|
|
|
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, 2021
|
|
|
|
KLOS FM
|
|
Los Angeles, CA
|
|
95.5
|
|
December 1, 2021
|
|
Macon, GA
|
|
WAYS AM
|
|
Macon, GA
|
|
1500
|
|
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
|
Market
|
|
Stations
|
|
City of License
|
|
Frequency
|
|
Expiration
Date of License
|
|
Melbourne, FL
|
|
WAOA FM
|
|
Melbourne, FL
|
|
107.1
|
|
February 1, 2020
|
|
|
|
WHKR FM
|
|
Rockledge, FL
|
|
102.7
|
|
February 1, 2020
|
|
|
|
WLZR AM
|
|
Melbourne, FL
|
|
1560
|
|
February 1, 2020
|
|
|
|
WROK-FM
|
|
Sebastian, FL
|
|
95.9
|
|
February 1, 2020
|
|
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
|
|
|
|
WWWM FM
|
|
Eden Prairie, 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, 2021
|
|
|
|
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
|
|
|
|
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
|
|
|
|
WRWM AM
|
|
Conway, SC
|
|
1050
|
|
December 1, 2011
|
|
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, 2022
|
|
|
|
WXLM AM
|
|
Groton, CT
|
|
980
|
|
April 1, 2022
|
|
|
|
WMOS FM
|
|
Stonington, CT
|
|
102.3
|
|
April 1, 2022
|
|
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
|
|
|
|
WZRH FM
|
|
Picayune, MS
|
|
106.1
|
|
June 1, 2020
|
Market
|
|
Stations
|
|
City of License
|
|
Frequency
|
|
Expiration
Date of License
|
|
New York, NY
|
|
WABC AM
|
|
New York, NY
|
|
770
|
|
June 1, 2022
|
|
|
|
WPLJ FM
|
|
New York, NY
|
|
95.5
|
|
June 1, 2022
|
|
|
|
WNSH FM
|
|
Newark, NJ
|
|
94.7
|
|
June 1, 2022
|
|
|
|
WNBM FM
|
|
Bronxville, NY
|
|
103.9
|
|
June 1, 2022
|
|
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, 2021
|
|
Oxnard-Ventura, CA
|
|
KBBY FM
|
|
Ventura, CA
|
|
95.1
|
|
December 1, 2021
|
|
|
|
KHAY FM
|
|
Ventura, CA
|
|
100.7
|
|
December 1, 2021
|
|
|
|
KVEN AM
|
|
Ventura, CA
|
|
1450
|
|
December 1, 2021
|
|
|
|
KVYB FM
|
|
Santa Barbara, CA
|
|
103.3
|
|
December 1, 2021
|
|
Pensacola, FL
|
|
WCOA AM
|
|
Pensacola, FL
|
|
1370
|
|
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
|
|
|
|
WJTQ FM
|
|
Pensacola, FL
|
|
100.7
|
|
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, 2022
|
|
|
|
WPRO FM
|
|
Providence, RI
|
|
92.3
|
|
April 1, 2022
|
|
|
|
WPRV AM
|
|
Providence, RI
|
|
790
|
|
April 1, 2022
|
|
|
|
WEAN FM
|
|
Wakefield-Peacedale, RI
|
|
99.7
|
|
April 1, 2022
|
|
|
|
WWLI FM
|
|
Providence, RI
|
|
105.1
|
|
April 1, 2022
|
|
|
|
WWKX FM
|
|
Woonsocket, RI
|
|
106.3
|
|
April 1, 2022
|
|
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
|
|
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
|
|
Provo, UT
|
|
101.9
|
|
October 1, 2021
|
|
|
|
KHTB FM
|
|
Ogden, UT
|
|
94.9
|
|
October 1, 2021
|
|
|
|
KUBL FM
|
|
Salt Lake City, UT
|
|
93.3
|
|
October 1, 2021
|
|
|
|
KRRF AM
|
|
Murray, UT
|
|
1230
|
|
October 1, 2021
|
|
San Francisco, CA
|
|
KGO AM
|
|
San Francisco, CA
|
|
810
|
|
December 1, 2021
|
|
|
|
KSFO AM
|
|
San Francisco, CA
|
|
560
|
|
December 1, 2021
|
|
|
|
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, 2021
|
|
|
|
KSAN FM
|
|
San Mateo, CA
|
|
107.7
|
|
December 1, 2021
|
|
|
|
KTCT AM
|
|
San Mateo, CA
|
|
1050
|
|
December 1, 2021
|
Market
|
|
Stations
|
|
City of License
|
|
Frequency
|
|
Expiration
Date of License
|
|
Santa Barbara, CA
|
|
KRUZ FM
|
|
Oak View, CA
|
|
106.3
|
|
December 1, 2021
|
|
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
|
|
Tybee Island, GA
|
|
102.1
|
|
April 1, 2020
|
|
|
|
WTYB FM
|
|
Bluffton, SC
|
|
103.9
|
|
December 1, 2019
|
|
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, 2022
|
|
|
|
WMAS FM
|
|
Enfield, CT
|
|
94.7
|
|
April 1, 2022
|
|
Stockton, CA
|
|
KJOY FM
|
|
Stockton, CA
|
|
99.3
|
|
December 1, 2021
|
|
|
|
KWIN FM
|
|
Lodi, CA
|
|
97.7
|
|
December 1, 2021
|
|
Syracuse, NY
|
|
WAQX FM
|
|
Manlius, NY
|
|
95.7
|
|
June 1, 2022
|
|
|
|
WXTL FM
|
|
Syracuse, NY
|
|
105.9
|
|
June 1, 2022
|
|
|
|
WSKO AM
|
|
Syracuse, NY
|
|
1260
|
|
June 1, 2022
|
|
|
|
WNTQ FM
|
|
Syracuse, NY
|
|
93.1
|
|
June 1, 2022
|
|
Tallahassee, FL
|
|
WBZE FM
|
|
Tallahassee, FL
|
|
98.9
|
|
February 1, 2020
|
|
|
|
WGLF FM
|
|
Tallahassee, FL
|
|
104.1
|
|
February 1, 2020
|
|
|
|
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
|
|
|
|
WRQN FM
|
|
Bowling Green, OH
|
|
93.5
|
|
October 1, 2020
|
|
|
|
WQQO FM
|
|
Sylvania, OH
|
|
105.5
|
|
October 1, 2020
|
|
|
|
WXKR FM
|
|
Port Clinton, OH
|
|
94.5
|
|
October 1, 2020
|
|
|
|
WTOD FM
|
|
Delta, OH
|
|
106.5
|
|
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
|
|
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, 2022
|
|
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
|
Market
|
|
Stations
|
|
City of License
|
|
Frequency
|
|
Expiration
Date of License
|
|
Wilkes-Barre, PA
|
|
WARM AM
|
|
Scranton, PA
|
|
590
|
|
August 1, 2022
|
|
|
|
WBHT FM
|
|
Mountain Top, PA
|
|
97.1
|
|
August 1, 2022
|
|
|
|
WBSX FM
|
|
Hazleton, PA
|
|
97.9
|
|
August 1, 2022
|
|
|
|
WSJR FM
|
|
Dallas, PA
|
|
93.7
|
|
August 1, 2022
|
|
|
|
WBHD FM
|
|
Olyphant, PA
|
|
95.7
|
|
August 1, 2022
|
|
|
|
WMGS FM
|
|
Wilkes-Barre, PA
|
|
92.9
|
|
August 1, 2022
|
|
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, 2022
|
|
|
|
WWFX FM
|
|
Southbridge, MA
|
|
100.1
|
|
April 1, 2022
|
|
|
|
WXLO FM
|
|
Fitchburg, MA
|
|
104.5
|
|
April 1, 2022
|
|
York, PA
|
|
WSOX FM
|
|
Red Lion, PA
|
|
96.1
|
|
August 1, 2022
|
|
|
|
WSBA AM
|
|
York, PA
|
|
910
|
|
August 1, 2022
|
|
|
|
WGLD AM
|
|
Manchester Township, PA
|
|
1440
|
|
August 1, 2022
|
|
|
|
WARM FM
|
|
York, PA
|
|
103.3
|
|
August 1, 2022
|
|
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, 2022
|
|
|
|
WPIC AM
|
|
Sharon, PA
|
|
790
|
|
August 1, 2022
|
|
|
|
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, 2022
|
|
|
|
WYFM FM
|
|
Sharon, PA
|
|
102.9
|
|
August 1, 2022
|
Name
|
|
Age
|
|
Position(s)
|
Mary G. Berner
|
|
58
|
|
President and Chief Executive Officer
|
John Abbot
|
|
55
|
|
Executive Vice President, Treasurer and Chief Financial Officer
|
Richard S. Denning
|
|
51
|
|
Senior Vice President, Secretary and General Counsel
|
Suzanne M. Grimes
|
|
59
|
|
Executive Vice President of Corporate Marketing and President of Westwood One
|
Item 1A.
|
Risk Factors
|
•
|
economic conditions in the areas where our stations are located and in the nation as a whole;
|
•
|
national and local demand for radio advertising;
|
•
|
the popularity of the programming offered by our stations;
|
•
|
changes in the population demographics in the areas where our stations are located;
|
•
|
local and national advertising price fluctuations, which can be affected by the availability of programming, the popularity of programming, and the relative supply of and demand for commercial advertising;
|
•
|
the capability and effectiveness of our sales organization;
|
•
|
our competitors’ activities, including increased competition from other advertising-based mediums;
|
•
|
decisions by advertisers to withdraw or delay planned advertising expenditures for any reason; and
|
•
|
other factors beyond our control.
|
•
|
another radio station in the market were 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 were 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.
|
•
|
personal digital audio and video devices (e.g. smart phones, tablets);
|
•
|
satellite delivered digital radio services that offer numerous programming channels such as Sirius Satellite Radio;
|
•
|
audio programming by internet content providers, internet radio stations such as Pandora, cable systems, direct broadcast satellite systems and other digital audio broadcast formats;
|
•
|
low power FM radio stations, which are non-commercial FM radio broadcast outlets that serve small, localized areas;
|
•
|
applications that permit users to listen to programming on a time-delayed basis and to fast-forward through programming and/or advertisements (e.g. podcasts); and
|
•
|
search engine and e-commerce websites where a significant portion of their revenues are derived from advertising dollars such as Google and Yelp.
|
•
|
our achievement of certain expected revenue results, including as a result of factors or events that are unexpected or otherwise outside of our control;
|
•
|
the successful reorganization of our business in chapter 11, or when this reorganization will occur, irrespective of our obtaining confirmation of the Plan;
|
•
|
our capital structure upon any reorganization;
|
•
|
our ability to generate sufficient cash flows to service our debt and other obligations and our ability to access capital, including debt or equity;
|
•
|
general economic or business conditions affecting the radio broadcasting industry which may be less favorable than expected, decreasing spending by advertisers;
|
•
|
changes in market conditions which could impair our goodwill or intangible assets and the effects of any material impairment of our goodwill or intangible assets;
|
•
|
our ability to execute our business plan and strategy;
|
•
|
our ability to attract, motivate and/or retain key executives and associates;
|
•
|
increased competition in the radio broadcasting industry and our ability to respond to changes in technology in order to remain competitive;
|
•
|
disruptions or security breaches of our information technology infrastructure;
|
•
|
the impact of current, pending or future 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 interest rates;
|
•
|
the possibility that we may be unable to achieve any expected cost-saving or operational synergies in connection with any acquisitions or business improvement initiatives, or achieve them within the expected time periods;
and
|
•
|
other risks and uncertainties referenced from time to time in this Form 10-K and other filings of ours with the SEC or not currently known to us or that we do not currently deem to be material.
|
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
|
||||
2016
|
|
|
|
||||
First Quarter
|
$
|
0.60
|
|
|
$
|
0.18
|
|
Second Quarter
|
$
|
0.50
|
|
|
$
|
0.26
|
|
Third Quarter
|
$
|
0.45
|
|
|
$
|
0.29
|
|
Fourth Quarter
|
$
|
2.40
|
|
|
$
|
0.30
|
|
2017
|
|
|
|
||||
First Quarter
|
$
|
1.20
|
|
|
$
|
0.32
|
|
Second Quarter
|
$
|
0.84
|
|
|
$
|
0.22
|
|
Third Quarter
|
$
|
0.58
|
|
|
$
|
0.30
|
|
Fourth Quarter
|
$
|
0.72
|
|
|
$
|
0.04
|
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
||||||||||||
Cumulus (1)
|
$
|
100.00
|
|
|
$
|
179.53
|
|
|
$
|
98.14
|
|
|
$
|
7.42
|
|
|
$
|
23.67
|
|
|
$
|
6.03
|
|
S&P 500 Index
|
100.00
|
|
|
146.97
|
|
|
163.71
|
|
|
162.52
|
|
|
178.02
|
|
|
223.06
|
|
||||||
NASDAQ Index
|
100.00
|
|
|
157.44
|
|
|
178.53
|
|
|
188.75
|
|
|
209.51
|
|
|
276.22
|
|
||||||
Radio Index (2)
|
100.00
|
|
|
158.17
|
|
|
131.44
|
|
|
103.63
|
|
|
146.87
|
|
|
129.97
|
|
(1)
|
As discussed in further detail above, the Company's common stock was delisted from the NASDAQ as of November 21, 2017, as such, the Company's stock price performance was calculated through that date.
|
(2)
|
The Radio Index consists of the following companies: Beasley Broadcast Group, Inc., iHeartMedia, Inc. (formerly Clear Channel Holdings, Inc.), Emmis Communications Corp., Entercom Communications Corp., Urban One, Inc. (formerly Radio One, Inc.), and Saga Communications, Inc.
|
Item 6.
|
Selected Financial Data
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
STATEMENT OF OPERATIONS DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue
|
$
|
1,135,662
|
|
|
$
|
1,141,400
|
|
|
$
|
1,168,679
|
|
|
$
|
1,263,423
|
|
|
$
|
1,026,138
|
|
Content costs
|
402,978
|
|
|
427,780
|
|
|
396,426
|
|
|
433,596
|
|
|
264,871
|
|
|||||
Selling, general & administrative expenses
|
477,535
|
|
|
472,900
|
|
|
477,327
|
|
|
470,441
|
|
|
403,381
|
|
|||||
Depreciation and amortization
|
62,239
|
|
|
87,267
|
|
|
102,105
|
|
|
115,275
|
|
|
112,511
|
|
|||||
LMA fees
|
10,884
|
|
|
12,824
|
|
|
10,129
|
|
|
7,195
|
|
|
3,716
|
|
|||||
Corporate expenses (including non-cash stock-based compensation expense)
|
59,062
|
|
|
40,148
|
|
|
73,403
|
|
|
76,428
|
|
|
59,830
|
|
|||||
(Gain) loss on sale of assets or stations
|
(2,499
|
)
|
|
(95,695
|
)
|
|
2,856
|
|
|
(1,342
|
)
|
|
(3,685
|
)
|
|||||
Impairment of intangible assets and goodwill (1)
|
335,909
|
|
|
604,965
|
|
|
565,584
|
|
|
—
|
|
|
—
|
|
|||||
Impairment charges - equity interest in Pulser Media Inc.
|
—
|
|
|
—
|
|
|
19,364
|
|
|
—
|
|
|
—
|
|
|||||
Operating (loss) income
|
(210,446
|
)
|
|
(408,789
|
)
|
|
(478,515
|
)
|
|
161,830
|
|
|
187,366
|
|
|||||
Reorganization items, net (2)
|
(31,603
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense
|
(126,952
|
)
|
|
(138,634
|
)
|
|
(141,679
|
)
|
|
(145,533
|
)
|
|
(178,274
|
)
|
|||||
Interest income
|
136
|
|
|
493
|
|
|
433
|
|
|
1,388
|
|
|
1,293
|
|
|||||
(Loss) gain on early extinguishment of debt
|
(1,063
|
)
|
|
8,017
|
|
|
13,222
|
|
|
—
|
|
|
(34,934
|
)
|
|||||
Other (expense) income, net
|
(363
|
)
|
|
2,039
|
|
|
14,205
|
|
|
4,338
|
|
|
(302
|
)
|
|||||
(Loss) income from continuing operations before income taxes
|
(370,291
|
)
|
|
(536,874
|
)
|
|
(592,334
|
)
|
|
22,023
|
|
|
(24,851
|
)
|
|||||
Income tax benefit (expense)
|
163,726
|
|
|
26,154
|
|
|
45,840
|
|
|
(10,254
|
)
|
|
68,464
|
|
|||||
(Loss) income from continuing operations
|
(206,565
|
)
|
|
(510,720
|
)
|
|
(546,494
|
)
|
|
11,769
|
|
|
43,613
|
|
|||||
Income from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
132,470
|
|
|||||
Net (loss) income
|
$
|
(206,565
|
)
|
|
$
|
(510,720
|
)
|
|
$
|
(546,494
|
)
|
|
$
|
11,769
|
|
|
$
|
176,083
|
|
Less: dividends declared and accretion of redeemable preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,676
|
|
|||||
(Loss) income attributable to common shareholders
|
$
|
(206,565
|
)
|
|
$
|
(510,720
|
)
|
|
$
|
(546,494
|
)
|
|
$
|
11,769
|
|
|
$
|
165,407
|
|
Basic (loss) income per common share
|
$
|
(7.05
|
)
|
|
$
|
(17.45
|
)
|
|
$
|
(18.72
|
)
|
|
$
|
0.40
|
|
|
$
|
6.08
|
|
Diluted (loss) income per common share
|
$
|
(7.05
|
)
|
|
$
|
(17.45
|
)
|
|
$
|
(18.72
|
)
|
|
$
|
0.40
|
|
|
$
|
6.00
|
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
|||||||||||
OTHER DATA:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash flows related to:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating activities
|
$
|
86,596
|
|
|
$
|
35,745
|
|
|
$
|
82,432
|
|
|
$
|
136,796
|
|
|
$
|
121,141
|
|
|
|
Investing activities
|
(26,816
|
)
|
|
83,854
|
|
|
(7,961
|
)
|
|
(15,572
|
)
|
|
(92,625
|
)
|
|
||||||
Financing activities
|
(88,148
|
)
|
|
(19,997
|
)
|
|
(50,085
|
)
|
|
(146,745
|
)
|
|
83,774
|
|
|
||||||
Capital expenditures
|
(31,932
|
)
|
|
(23,037
|
)
|
|
(19,236
|
)
|
|
(19,006
|
)
|
|
(11,081
|
)
|
|
||||||
BALANCE SHEET DATA:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets
|
$
|
2,027,319
|
|
|
$
|
2,412,691
|
|
|
$
|
3,002,388
|
|
|
$
|
3,717,572
|
|
|
$
|
3,838,128
|
|
|
|
Long-term debt (including current portion)
|
2,332,209
|
|
(3
|
)
|
2,384,157
|
|
|
2,402,901
|
|
|
2,457,258
|
|
|
2,594,586
|
|
|
|||||
Total stockholders’ (deficit) equity
|
$
|
(696,115
|
)
|
|
$
|
(491,738
|
)
|
|
$
|
16,032
|
|
|
$
|
541,580
|
|
|
$
|
512,740
|
|
|
(1)
|
Impairment charges in 2017, 2016 and 2015 were recorded in connection with our interim and annual impairment testing under ASC 350. See Note 4, “Intangible Assets and Goodwill,” in the consolidated financial statements included elsewhere in this Form 10-K for further discussion.
|
(2)
|
Reorganization items recorded in connection with our chapter 11 cases. See Note 9, “Reorganization Items, net,” in the consolidated financial statements included elsewhere in this Form 10-K for further discussion.
|
(3)
|
Long-term debt has been classified in the Company's liabilities subject to compromise as of December 31, 2017.
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
On August 29, 2017, we used proceeds from the sale of certain land and buildings to repay approximately $81.7 million of Term Loan borrowings in accordance with the terms of such agreement.
|
•
|
On October 26, 2017, we appealed NASDAQ's determination to delist the Company's securities from The NASDAQ Capital Market. On November 20, 2017, we received a notification from The NASDAQ Stock Market LLC indicating that as a result of the Company's previously disclosed non-compliance with certain NASDAQ listing rules, trading in the Company’s Class A common stock would be suspended effective at the open of business, on November 22, 2017. The Company's Class A common stock has been quoted on the OTC Markets since such date.
|
•
|
On October 30, 2017, as described above, the Restructuring Committee of the Board of Directors authorized the Company to forgo the November 1, 2017 scheduled interest payment of $23.6 million on the Company's 7.75% Senior Notes. The Company will continue to forgo interest payments on the
7.75%
Senior Notes. while under bankruptcy protection.
|
•
|
On November 28, 2017, we voluntarily terminated our $50.0 million revolving accounts receivable securitization facility entered into on December 6, 2013 (the “Securitization Facility”) with Wells Fargo (as successor to General Electric Capital Corporation), as a lender, swing line lender and administrative agent (together with any other lenders party thereto from time to time, the “Lenders”). Pursuant to a Receivables Sale and Servicing Agreement, dated as of December 6, 2013 (the “Sale Agreement”), certain subsidiaries of the Company were eligible to sell and/or contribute their accounts receivable to a special purpose entity and wholly-owned subsidiary of the Company (the “SPV”). The SPV could thereafter make borrowings from the Lenders, which borrowings were secured by those receivables, pursuant to an Amended and Restated Receivables Funding and Administration Agreement, dated as of March 15, 2017 (the “Funding Agreement”). No borrowings were outstanding under the Securitization Facility as of the termination date.
|
•
|
On February 1, 2018, the Company and Merlin Media, LLC ("Merlin") agreed to terminate certain obligations under which the Company was required to purchase two FM stations and to allow the Company to continue to operate those stations under an amended local marketing agreement. Merlin and the Company originally entered into a local marketing agreement relating to these stations on January 2, 2014. Under this local marketing agreement, the Company was responsible for programming
two
FM radio stations in Chicago, Illinois, for monthly fees payable to Merlin of approximately
$0.3 million
,
$0.4 million
,
$0.5 million
and
$0.6 million
in the first, second, third and fourth years following October 3, 2014, respectively, in exchange for the Company retaining the operating profits from these radio stations.
|
|
Year Ended December 31,
|
|
2017 vs 2016
|
|
2016 vs 2015
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
STATEMENT OF OPERATIONS DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net revenue
|
$
|
1,135,662
|
|
|
$
|
1,141,400
|
|
|
$
|
1,168,679
|
|
|
$
|
(5,738
|
)
|
|
-0.5
|
%
|
|
$
|
(27,279
|
)
|
|
-2.3
|
%
|
Content costs
|
402,978
|
|
|
427,780
|
|
|
396,426
|
|
|
(24,802
|
)
|
|
-5.8
|
%
|
|
31,354
|
|
|
7.9
|
%
|
|||||
Selling, general & administrative expenses
|
477,535
|
|
|
472,900
|
|
|
477,327
|
|
|
4,635
|
|
|
1.0
|
%
|
|
(4,427
|
)
|
|
-0.9
|
%
|
|||||
Depreciation and amortization
|
62,239
|
|
|
87,267
|
|
|
102,105
|
|
|
(25,028
|
)
|
|
-28.7
|
%
|
|
(14,838
|
)
|
|
-14.5
|
%
|
|||||
Local marketing agreement fees
|
10,884
|
|
|
12,824
|
|
|
10,129
|
|
|
(1,940
|
)
|
|
-15.1
|
%
|
|
2,695
|
|
|
26.6
|
%
|
|||||
Corporate expenses (including stock-based compensation expense)
|
59,062
|
|
|
40,148
|
|
|
73,403
|
|
|
18,914
|
|
|
47.1
|
%
|
|
(33,255
|
)
|
|
-45.3
|
%
|
|||||
(Gain) loss on sale of assets or stations
|
(2,499
|
)
|
|
(95,695
|
)
|
|
2,856
|
|
|
93,196
|
|
|
**
|
|
(98,551
|
)
|
|
**
|
|||||||
Impairment of intangible assets and goodwill
|
335,909
|
|
|
604,965
|
|
|
565,584
|
|
|
(269,056
|
)
|
|
-44.5
|
%
|
|
39,381
|
|
|
7.0
|
%
|
|||||
Impairment charges - equity interest in Pulser Media Inc.
|
—
|
|
|
—
|
|
|
19,364
|
|
|
—
|
|
|
**
|
|
(19,364
|
)
|
|
**
|
|||||||
Operating loss
|
(210,446
|
)
|
|
(408,789
|
)
|
|
(478,515
|
)
|
|
198,343
|
|
|
-48.5
|
%
|
|
69,726
|
|
|
**
|
||||||
Reorganization items, net
|
(31,603
|
)
|
|
—
|
|
|
—
|
|
|
**
|
|
**
|
|
**
|
|
**
|
|||||||||
Interest expense
|
(126,952
|
)
|
|
(138,634
|
)
|
|
(141,679
|
)
|
|
11,682
|
|
|
8.4
|
%
|
|
3,045
|
|
|
2.1
|
%
|
|||||
Interest income
|
136
|
|
|
493
|
|
|
433
|
|
|
(357
|
)
|
|
-72.4
|
%
|
|
60
|
|
|
13.9
|
%
|
|||||
(Loss) gain on early extinguishment of debt
|
(1,063
|
)
|
|
8,017
|
|
|
13,222
|
|
|
(9,080
|
)
|
|
**
|
|
(5,205
|
)
|
|
-39.4
|
%
|
||||||
Other (expense) income, net
|
(363
|
)
|
|
2,039
|
|
|
14,205
|
|
|
3
|
|
|
**
|
|
(12,166
|
)
|
|
-85.6
|
%
|
||||||
Loss from continuing operations before income taxes
|
(370,291
|
)
|
|
(536,874
|
)
|
|
(592,334
|
)
|
|
166,583
|
|
|
31.0
|
%
|
|
55,460
|
|
|
9.4
|
%
|
|||||
Income tax benefit
|
163,726
|
|
|
26,154
|
|
|
45,840
|
|
|
137,572
|
|
|
**
|
|
(19,686
|
)
|
|
-42.9
|
%
|
||||||
Net loss
|
$
|
(206,565
|
)
|
|
$
|
(510,720
|
)
|
|
$
|
(546,494
|
)
|
|
$
|
304,155
|
|
|
59.6
|
%
|
|
$
|
35,774
|
|
|
6.5
|
%
|
OTHER DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjusted EBITDA
|
$
|
217,751
|
|
|
$
|
205,867
|
|
|
$
|
259,145
|
|
|
$
|
11,884
|
|
|
5.8
|
%
|
|
$
|
(53,278
|
)
|
|
-20.6
|
%
|
**
|
Calculation is not meaningful.
|
|
Year Ended December 31,
|
|
2017 vs 2016
|
|||||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
7.75% Senior Notes
|
$
|
43,335
|
|
|
$
|
47,275
|
|
|
$
|
(3,940
|
)
|
|
(8.3
|
)%
|
Bank borrowings – term loans and revolving credit facilities
|
72,362
|
|
|
79,451
|
|
|
(7,089
|
)
|
|
(8.9
|
)%
|
|||
Other, including debt issue cost amortization
|
11,255
|
|
|
11,908
|
|
|
(653
|
)
|
|
(5.5
|
)%
|
|||
Interest expense
|
$
|
126,952
|
|
|
$
|
138,634
|
|
|
$
|
(11,682
|
)
|
|
(8.4
|
)%
|
|
Year Ended December 31,
|
|
2016 vs 2015
|
|||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
7.75% Senior Notes
|
$
|
47,275
|
|
|
$
|
47,275
|
|
|
$
|
—
|
|
|
—
|
%
|
Bank borrowings — term loans and revolving credit facilities
|
79,451
|
|
|
82,031
|
|
|
(2,580
|
)
|
|
(3.1
|
)%
|
|||
Other, including debt issue cost amortization
|
11,908
|
|
|
12,373
|
|
|
(465
|
)
|
|
(3.8
|
)%
|
|||
Interest expense
|
$
|
138,634
|
|
|
$
|
141,679
|
|
|
$
|
(3,045
|
)
|
|
(2.1
|
)%
|
** Calculation is not meaningful
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
|
Radio Station Group
|
|
Westwood One
|
|
Corporate and Other
|
|
Consolidated
|
||||||||
Net revenue
|
|
$
|
786,963
|
|
|
$
|
346,165
|
|
|
$
|
2,534
|
|
|
$
|
1,135,662
|
|
% of total revenue
|
|
69.3
|
%
|
|
30.5
|
%
|
|
0.2
|
%
|
|
100.0
|
%
|
||||
$ change from year ended December 31, 2016
|
|
$
|
(15,433
|
)
|
|
$
|
9,555
|
|
|
$
|
140
|
|
|
$
|
(5,738
|
)
|
% change from year ended December 31, 2016
|
|
(1.9
|
)%
|
|
2.8
|
%
|
|
5.8
|
%
|
|
(0.5
|
)%
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
|
Radio Station Group
|
|
Westwood One
|
|
Corporate and Other
|
|
Consolidated
|
||||||||
Net revenue
|
|
$
|
802,396
|
|
|
$
|
336,610
|
|
|
$
|
2,394
|
|
|
$
|
1,141,400
|
|
% of total revenue
|
|
70.3
|
%
|
|
29.5
|
%
|
|
0.2
|
%
|
|
100.0
|
%
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
|
Radio Station Group
|
|
Westwood One
|
|
Corporate and Other
|
|
Consolidated
|
||||||||
Adjusted EBITDA
|
|
$
|
204,588
|
|
|
$
|
51,034
|
|
|
$
|
(37,871
|
)
|
|
$
|
217,751
|
|
$ change from year ended December 31, 2016
|
|
$
|
(13,604
|
)
|
|
$
|
28,050
|
|
|
$
|
(2,562
|
)
|
|
$
|
11,884
|
|
% change from year ended December 31, 2016
|
|
(6.2
|
)%
|
|
122.0
|
%
|
|
(7.3
|
)%
|
|
5.8
|
%
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
|
Radio Station Group
|
|
Westwood One
|
|
Corporate and Other
|
|
Consolidated
|
||||||||
Adjusted EBITDA
|
|
$
|
218,192
|
|
|
$
|
22,984
|
|
|
$
|
(35,309
|
)
|
|
$
|
205,867
|
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
|
Radio Station Group
|
|
Westwood One
|
|
Corporate and Other
|
|
Consolidated
|
||||||||
Net revenue
|
|
$
|
796,383
|
|
|
$
|
368,968
|
|
|
$
|
3,328
|
|
|
$
|
1,168,679
|
|
% of total revenue
|
|
68.1
|
%
|
|
31.6
|
%
|
|
0.3
|
%
|
|
100.0
|
%
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
|
Radio Station Group
|
|
Westwood One
|
|
Corporate and Other
|
|
Consolidated
|
||||||||
Adjusted EBITDA
|
|
$
|
218,192
|
|
|
$
|
22,984
|
|
|
$
|
(35,309
|
)
|
|
$
|
205,867
|
|
$ change from year ended December 31, 2015
|
|
$
|
(23,481
|
)
|
|
$
|
(29,974
|
)
|
|
$
|
177
|
|
|
$
|
(53,278
|
)
|
% change from year ended December 31, 2015
|
|
(9.7
|
)%
|
|
(56.6
|
)%
|
|
0.5
|
%
|
|
(20.6
|
)%
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
|
Radio Station Group
|
|
Westwood One
|
|
Corporate and Other
|
|
Consolidated
|
||||||||
Adjusted EBITDA
|
|
$
|
241,673
|
|
|
$
|
52,958
|
|
|
$
|
(35,486
|
)
|
|
$
|
259,145
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
|
Radio Station Group
|
|
Westwood One
|
|
Corporate and Other
|
|
Consolidated
|
||||||||
GAAP net (loss) income
|
|
$
|
(178,410
|
)
|
|
$
|
25,635
|
|
|
$
|
(53,790
|
)
|
|
$
|
(206,565
|
)
|
Income tax benefit
|
|
—
|
|
|
—
|
|
|
(163,726
|
)
|
|
(163,726
|
)
|
||||
Non-operating (income) expense, including net interest expense
|
|
(6
|
)
|
|
537
|
|
|
126,648
|
|
|
127,179
|
|
||||
Local marketing agreement fees
|
|
10,884
|
|
|
—
|
|
|
—
|
|
|
10,884
|
|
||||
Depreciation and amortization
|
|
38,734
|
|
|
21,836
|
|
|
1,669
|
|
|
62,239
|
|
||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
1,614
|
|
|
1,614
|
|
||||
(Gain) loss on sale of assets or stations
|
|
(2,523
|
)
|
|
—
|
|
|
24
|
|
|
(2,499
|
)
|
||||
Reorganization items, net
|
|
—
|
|
|
—
|
|
|
31,603
|
|
|
31,603
|
|
||||
Impairment of intangible assets
|
|
335,909
|
|
|
—
|
|
|
—
|
|
|
335,909
|
|
||||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
1,063
|
|
|
1,063
|
|
||||
Acquisition-related and restructuring costs
|
|
—
|
|
|
3,026
|
|
|
16,466
|
|
|
19,492
|
|
||||
Franchise and state taxes
|
|
—
|
|
|
—
|
|
|
558
|
|
|
558
|
|
||||
Adjusted EBITDA
|
|
$
|
204,588
|
|
|
$
|
51,034
|
|
|
$
|
(37,871
|
)
|
|
$
|
217,751
|
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
|
Radio Station Group
|
|
Westwood One
|
|
Corporate and Other
|
|
Consolidated
|
||||||||
GAAP net loss
|
|
$
|
(356,198
|
)
|
|
$
|
(11,071
|
)
|
|
$
|
(143,451
|
)
|
|
$
|
(510,720
|
)
|
Income tax benefit
|
|
—
|
|
|
—
|
|
|
(26,154
|
)
|
|
(26,154
|
)
|
||||
Non-operating expense, including net interest expense
|
|
13
|
|
|
122
|
|
|
135,967
|
|
|
136,102
|
|
||||
Local marketing agreement fees
|
|
12,824
|
|
|
—
|
|
|
—
|
|
|
12,824
|
|
||||
Depreciation and amortization
|
|
54,071
|
|
|
31,178
|
|
|
2,018
|
|
|
87,267
|
|
||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
2,948
|
|
|
2,948
|
|
||||
Gain on sale of assets or stations
|
|
(95,667
|
)
|
|
—
|
|
|
(28
|
)
|
|
(95,695
|
)
|
||||
Impairment of intangible assets and goodwill
|
|
603,149
|
|
|
1,816
|
|
|
—
|
|
|
604,965
|
|
||||
Acquisition-related and restructuring costs
|
|
—
|
|
|
939
|
|
|
878
|
|
|
1,817
|
|
||||
Franchise and state taxes
|
|
—
|
|
|
—
|
|
|
530
|
|
|
530
|
|
||||
Gain on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(8,017
|
)
|
|
(8,017
|
)
|
||||
Adjusted EBITDA
|
|
$
|
218,192
|
|
|
$
|
22,984
|
|
|
$
|
(35,309
|
)
|
|
$
|
205,867
|
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
|
Radio Station Group
|
|
Westwood One
|
|
Corporate and Other
|
|
Consolidated
|
||||||||
GAAP net loss
|
|
$
|
(265,263
|
)
|
|
$
|
(141,179
|
)
|
|
$
|
(140,052
|
)
|
|
$
|
(546,494
|
)
|
Income tax benefit
|
|
—
|
|
|
—
|
|
|
(45,840
|
)
|
|
(45,840
|
)
|
||||
Non-operating (income) expense, including net interest expense
|
|
(6
|
)
|
|
1,247
|
|
|
125,800
|
|
|
127,041
|
|
||||
Local marketing agreement fees
|
|
10,127
|
|
|
—
|
|
|
2
|
|
|
10,129
|
|
||||
Depreciation and amortization
|
|
63,342
|
|
|
36,538
|
|
|
2,225
|
|
|
102,105
|
|
||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
21,035
|
|
|
21,035
|
|
||||
Loss on sale of assets or stations
|
|
668
|
|
|
2,081
|
|
|
107
|
|
|
2,856
|
|
||||
Impairment of intangible assets
|
|
432,805
|
|
|
132,671
|
|
|
104
|
|
|
565,580
|
|
||||
Impairment charges -- equity interest in Pulser Media Inc.
|
|
—
|
|
|
19,364
|
|
|
—
|
|
|
19,364
|
|
||||
Acquisition-related and restructuring costs
|
|
—
|
|
|
2,236
|
|
|
14,405
|
|
|
16,641
|
|
||||
Franchise and state taxes
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
(50
|
)
|
||||
Gain on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(13,222
|
)
|
|
(13,222
|
)
|
||||
Adjusted EBITDA
|
|
$
|
241,673
|
|
|
$
|
52,958
|
|
|
$
|
(35,486
|
)
|
|
$
|
259,145
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Repayments of borrowings under term loans and revolving credit facilities
|
$
|
81,652
|
|
|
$
|
20,000
|
|
|
$
|
50,000
|
|
Interest payments
|
96,225
|
|
|
$
|
126,515
|
|
|
$
|
129,314
|
|
|
Capital expenditures
|
31,932
|
|
|
$
|
23,037
|
|
|
$
|
19,236
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash provided by operating activities
|
$
|
86,596
|
|
|
$
|
35,745
|
|
|
$
|
82,432
|
|
|
2017
|
|
2016
|
|
2015
|
|||||
Net cash (used in) provided by investing activities
|
(26,816
|
)
|
|
$
|
83,854
|
|
|
$
|
(7,961
|
)
|
|
2017
|
|
2016
|
|
2015
|
|||||
Net cash used in financing activities
|
(88,148
|
)
|
|
$
|
(19,997
|
)
|
|
$
|
(50,085
|
)
|
|
Reporting Unit 2
|
||
Goodwill balance
|
$
|
135,214
|
|
Carrying value (including goodwill)
|
$
|
313,572
|
|
Percentage fair value above carrying value
|
36.9
|
%
|
•
|
projected operating revenues and expenses over a five-year period;
|
•
|
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); and
|
•
|
amortization of the intangible asset — the FCC license.
|
l
|
Nature, frequency, and severity of current and cumulative financial reporting losses. A pattern of objectively-measured recent financial reporting losses is heavily weighted as a source of negative evidence. Three year cumulative pre-tax losses generally are considered to be significant negative evidence regarding future profitability. Also, the strength and trend of the Company's earnings, as well as other relevant factors, are considered. In certain circumstances, historical information may not be as relevant because of changes in the business operations;
|
|
|
|
l
|
Sources of future taxable income. Future reversals of existing temporary differences are heavily-weighted sources of objectively verifiable positive evidence. Projections of future taxable income exclusive of reversing temporary differences and carryforwards are a source of positive evidence only when the projections are combined with a history of recent profits and can be reasonably estimated. Otherwise, these projections are considered inherently subjective and generally will not be sufficient to overcome negative evidence that includes relevant cumulative losses in recent years, particularly if the projected future taxable income is dependent on an anticipated turnaround to profitability that has not yet been achieved. In such cases, we generally give these projections of future taxable income limited weight for the purposes of our valuation allowance assessment pursuant to GAAP;
|
|
|
|
l
|
Taxable income in prior carryback year(s), if carryback is permitted under the tax law, would be considered significant positive evidence, depending on availability, when evaluating current period losses; and
|
|
|
|
l
|
Tax planning strategies. If necessary and available, tax planning strategies would be implemented to accelerate taxable amounts to utilize expiring carry forwards. These strategies would be a source of additional positive evidence and, depending on their nature, could be heavily weighted.
|
|
|
|
Contractual Cash Obligations
|
Total
|
|
Less Than 1
Year
|
|
1 to 3 Years
|
|
3 to 5 years
|
|
After 5 Years
|
||||||||||
Long-term debt (1)
|
$
|
2,597,786
|
|
|
$
|
730,741
|
|
|
$
|
1,867,045
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating leases (2)
|
110,805
|
|
|
22,740
|
|
|
34,913
|
|
|
22,841
|
|
|
30,311
|
|
|||||
Other contractual obligations (3)
|
371,288
|
|
|
96,079
|
|
|
133,567
|
|
|
115,842
|
|
|
25,800
|
|
|||||
Total contractual cash obligations
|
$
|
3,079,879
|
|
|
$
|
849,560
|
|
|
$
|
2,035,525
|
|
|
$
|
138,683
|
|
|
$
|
56,111
|
|
(1)
|
Based on amounts outstanding, interest rates and required repayments as of
December 31, 2017
. Assumes that outstanding indebtedness will not be refinanced prior to scheduled maturity.
|
(2)
|
Net of future minimum sublease income.
|
(3)
|
Consists of contractual obligations for goods or services including broadcast 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/ Mary G. Berner
|
/s/ John Abbot
|
|
|
President, Chief Executive Officer and Director
|
Executive 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
|
2,509,129
|
|
|
$
|
36.04
|
|
|
1,445,225
|
|
Equity Compensation Plans Not Approved by Stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
2,509,129
|
|
|
$
|
36.04
|
|
|
1,445,225
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
|
|
|
|
Third Amended and Restated Certificate of Incorporation of Cumulus Media Inc., as amended effective as of October 12, 2016 (incorporated by reference to Exhibit 3.1 to Cumulus Media Inc.’s Annual Report on Form 10-K, File No. 000-24525, filed on March 16, 2017).
|
|
|
|
|
|
Second Amended and Restated By-laws of Cumulus Media Inc. (incorporated by reference to Exhibit 3.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on June 2, 2017).
|
|
|
|
|
|
Certificate of Designations of Series R Preferred Stock of Cumulus Media Inc., as filed with the Secretary of State of the State of Delaware on June 5, 2017 (incorporated by reference to Exhibit 3.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on June 5, 2017)
|
|
|
|
|
|
Form of Class A Common Stock Certificate (incorporated 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).
|
|
|
|
|
|
Form of Class B Common Stock Certificate (incorporated 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).
|
|
|
|
|
|
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 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).
|
|
|
|
|
|
Form of Warrant Certificate (incorporated 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).
|
|
|
|
|
|
Warrant Agreement, dated as of September 16, 2011, between Cumulus Media Inc., Computershare Inc. and Computershare Trust Company, N.A., as Warrant Agent (incorporated 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).
|
|
|
|
|
|
Form of Warrant Statement (included as Exhibit A-1 in Exhibit 4.5) (incorporated 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).
|
|
|
|
|
|
Form of Global Warrant Certificate (included as Exhibit A-2 in Exhibit 4.5) (incorporated 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).
|
|
|
|
|
|
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).
|
|
|
|
|
|
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).
|
|
|
|
|
|
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).
|
|
|
|
|
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).
|
|
|
|
|
|
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).
|
|
|
|
|
|
Form of 7.75% Senior Notes due 2019 (included as Exhibits A and B in Exhibit 4.15) (incorporated herein by reference to Exhibit 4.3 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on May 16, 2011).
|
|
|
|
|
|
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).
|
|
|
|
|
|
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).
|
|
|
|
|
|
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).
|
|
|
|
|
|
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 (incorporated herein by reference to Exhibit 4.17 to Cumulus Media Inc.'s Annual Report on Form 10-K, File No. 000-24525, filed on March 17, 2014).
|
|
|
|
|
|
First Amendment to Stockholders' Agreement, dated April 27, 2015 (incorporated by reference to Exhibit 10.1 to Cumulus Media Inc.'s Current Report on Form 8-K, File No. 000-24525, filed with the SEC on April 29, 2015).
|
|
|
|
|
|
Rights Agreement, dated as of June 5, 2017, between Cumulus Media Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to Cumulus Media Inc.’s Current Report on Form 8-K, File No. 000-24525, filed on June 5, 2017).
|
|
|
|
|
10.1
*
|
|
Form of Employment Agreement, dated September 29, 2015, by and between the Company and Mary G. Berner (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 30, 2015).
|
|
|
|
10.2
*
|
|
Form of Amendment to Stock Option Award Certificate, dated September 29, 2015, by and between Lewis W. Dickey, Jr. and the Company (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on September 30, 2015).
|
|
|
|
10.3
*
|
|
Form of Non Qualified Stock Option Agreement as of October 13, 2015, by and between the Company and Mary G. Berner (incorporated by reference to Exhibit A to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 30, 2015)
|
|
|
|
10.4
*
|
|
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).
|
|
|
10.5
*
|
|
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).
|
|
|
|
10.6
*
|
|
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).
|
|
|
|
10.7
*
|
|
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).
|
|
|
|
10.8
*
|
|
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).
|
|
|
|
10.9
*
|
|
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).
|
|
|
|
10.10
*
|
|
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).
|
|
|
|
10.11
**
|
|
Description of 2017 Non-Equity Incentive Plans
|
|
|
|
10.12
**
|
|
Description of 2018 Non-Equity Incentive Plans
|
|
|
|
|
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).
|
|
|
|
|
|
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).
|
|
|
|
|
10.15
*
|
|
First Amendment to Employment Agreement, dated April 18, 2015, between Lewis W. Dickey, Jr. and Cumulus Media Inc. (incorporated by reference to Exhibit 10.2 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on April 28, 2015).
|
|
|
|
10.16
*
|
|
First Amendment to Employment Agreement, dated March 30, 2016, by and between Cumulus Media Inc. and Richard S. Denning (incorporated by reference to Exhibit 10.2 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on March 31, 2016).
|
|
|
|
10.17
*
|
|
Second Amendment to Employment Agreement, dated August 26, 2016, by and between Cumulus Media Inc. and Richard S. Denning (incorporated by reference to Exhibit 10.1 to Cumulus Media Inc.'s Quarterly Report on Form 10-Q filed with the SEC on March 31, 2016).
|
|
|
|
10.18
**
|
|
Third Amendment to Employment Agreement, dated October 25, 2017, by and between Cumulus Media Inc. and Richard S. Denning.
|
|
|
|
10.19
*
|
|
Employment Agreement, dated July 1, 2016, by and between Cumulus Media Inc. and John Abbot (incorporated by reference to Exhibit 10.18 to Cumulus Media Inc.’s Annual Report on Form 10-K, File No. 000-24525, filed on March 16, 2017).
|
|
|
|
10.20
**
|
|
Amended and Restated Employment Agreement, dated October 25, 2017, by and between Cumulus Media Inc. and John Abbot.
|
|
|
|
10.21
*
|
|
Employment Agreement, dated as of December 13, 2015, by and between Cumulus Media Inc. and Suzanne Grimes (incorporated by reference to Exhibit 10.3 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on March 31, 2016).
|
|
|
|
10.22
*
|
|
First Amendment to Employment Agreement, dated March 30, 2016, by and between Cumulus Media Inc. and Suzanne Grimes (incorporated by reference to Exhibit 10.4 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on March 31, 2016).
|
|
|
|
10.23
*
|
|
Second Amendment to Employment Agreement, dated January 26, 2018, by and between Cumulus Media Inc. and Suzanne Grimes (incorporated by reference to Exhibit 10.1 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on February 1, 2018).
|
|
|
|
10.24
*
|
|
First Amendment to Employment Agreement, dated March 30, 2016, by and between Cumulus Media Inc. and Mary G. Berner (incorporated by reference to Exhibit 10.5 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on March 31, 2016).
|
|
|
|
10.25
**
|
|
Second Amendment to Employment Agreement, dated October 26, 2017, by and between Cumulus Media Inc. and Mary Berner.
|
|
|
|
10.26
*
|
|
Form of Indemnification Agreement with directors and certain executive officers (incorporated by reference to Exhibit 10.23 to Cumulus Media Inc.’s Annual Report on Form 10-K, File No. 000-24525, filed on March 16, 2017).
|
|
|
|
|
Amended and Restated Receivables Funding and Administration Agreement, dated as of March 15, 2017 (incorporated by reference to Exhibit 10.1 to Cumulus Media Inc.’s Quarterly Report on Form 10-Q, File No. 000-24525, filed on May 15, 2017).
|
|
|
|
|
12.1
**
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
21.1
**
|
|
Subsidiaries.
|
|
|
|
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.INS
|
|
INS XBRL Instance Document.
|
|
|
|
101.SCH
|
|
SCH XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
CAL XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
DEF XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
LAB XBRL Taxonomy Extension Labels Linkbase Document.
|
|
|
|
101.PRE
|
|
PRE XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
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.
|
Item 16.
|
Form 10-K Summary
|
|
CUMULUS MEDIA INC.
|
||
|
|
|
|
|
By
|
|
/s/ John Abbot
|
|
|
|
John Abbot
Executive Vice President, Treasurer
and Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Mary G. Berner
|
|
President, Chief Executive Officer and
|
|
March 28, 2018
|
Mary G. Berner
|
|
Director
|
|
|
|
|
|
|
|
/s/ John Abbot
|
|
Executive Vice President, Treasurer and
|
|
March 28, 2018
|
John Abbot
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Jeffrey Marcus
|
|
Director
|
|
March 28, 2018
|
Jeffrey Marcus
|
|
|
|
|
|
|
|
|
|
/s/ Jan Baker
|
|
Director
|
|
March 28, 2018
|
Jan Baker
|
|
|
|
|
|
|
|
|
|
/s/ Jill Bright
|
|
Director
|
|
March 28, 2018
|
Jill Bright
|
|
|
|
|
|
|
|
|
|
/s/ Ralph B. Everett
|
|
Director
|
|
March 28, 2018
|
Ralph B. Everett
|
|
|
|
|
|
|
|
|
|
/s/ Ross Oliver
|
|
Director
|
|
March 28, 2018
|
Ross Oliver
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
(1)
|
Financial Statements
|
|
|
||
|
||
|
||
|
||
|
||
|
||
(2)
|
Financial Statement Schedule
|
|
|
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
102,891
|
|
|
$
|
131,259
|
|
Restricted cash
|
8,999
|
|
|
8,025
|
|
||
Accounts receivable, less allowance for doubtful accounts of $4,322 and $4,691 in 2017 and 2016, respectively
|
235,247
|
|
|
231,585
|
|
||
Trade receivable
|
4,224
|
|
|
4,985
|
|
||
Assets held for sale
|
—
|
|
|
30,150
|
|
||
Prepaid expenses and other current assets
|
42,259
|
|
|
33,923
|
|
||
Total current assets
|
393,620
|
|
|
439,927
|
|
||
Property and equipment, net
|
191,604
|
|
|
162,063
|
|
||
Broadcast licenses
|
1,203,809
|
|
|
1,540,183
|
|
||
Other intangible assets, net
|
82,994
|
|
|
116,499
|
|
||
Goodwill
|
135,214
|
|
|
135,214
|
|
||
Other assets
|
20,078
|
|
|
18,805
|
|
||
Total assets
|
$
|
2,027,319
|
|
|
$
|
2,412,691
|
|
Liabilities and Stockholders’ Deficit
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
36,157
|
|
|
$
|
96,241
|
|
Trade payable
|
—
|
|
|
4,550
|
|
||
Total current liabilities not subject to compromise
|
36,157
|
|
|
100,791
|
|
||
Term loan, net of debt issuance costs/discounts of $29,909 at December 31, 2016
|
—
|
|
|
1,780,357
|
|
||
7.75% senior notes, net of debt issuance costs of $6,200 at December 31, 2016
|
—
|
|
|
603,800
|
|
||
Other liabilities
|
54
|
|
|
31,431
|
|
||
Deferred income taxes
|
—
|
|
|
388,050
|
|
||
Total liabilities not subject to compromise
|
36,211
|
|
|
2,904,429
|
|
||
Liabilities subject to compromise
|
2,687,223
|
|
|
—
|
|
||
Total liabilities
|
2,723,434
|
|
|
2,904,429
|
|
||
Commitments and Contingencies (Note 15)
|
|
|
|
||||
Stockholders’ deficit:
|
|
|
|
||||
Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 32,031,054 shares issued, and 29,225765 shares outstanding, at both 2017 and 2016
|
320
|
|
|
320
|
|
||
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding at both 2017 and 2016
|
1
|
|
|
1
|
|
||
Treasury stock, at cost, 2,806,187 shares at both 2017 and 2016
|
(229,310
|
)
|
|
(229,310
|
)
|
||
Additional paid-in-capital
|
1,626,428
|
|
|
1,624,815
|
|
||
Accumulated deficit
|
(2,093,554
|
)
|
|
(1,887,564
|
)
|
||
Total stockholders’ deficit
|
(696,115
|
)
|
|
(491,738
|
)
|
||
Total liabilities and stockholders’ deficit
|
$
|
2,027,319
|
|
|
$
|
2,412,691
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net revenue
|
$
|
1,135,662
|
|
|
$
|
1,141,400
|
|
|
$
|
1,168,679
|
|
Operating expenses:
|
|
|
|
|
|
||||||
Content costs
|
402,978
|
|
|
427,780
|
|
|
396,426
|
|
|||
Selling, general & administrative expenses
|
477,535
|
|
|
472,900
|
|
|
477,327
|
|
|||
Depreciation and amortization
|
62,239
|
|
|
87,267
|
|
|
102,105
|
|
|||
LMA fees
|
10,884
|
|
|
12,824
|
|
|
10,129
|
|
|||
Corporate expenses (including stock-based compensation expense of $1,614, $2,948, and $21,033, respectively)
|
59,062
|
|
|
40,148
|
|
|
73,403
|
|
|||
(Gain) loss on sale of assets or stations
|
(2,499
|
)
|
|
(95,695
|
)
|
|
2,856
|
|
|||
Impairment of intangible assets and goodwill
|
335,909
|
|
|
604,965
|
|
|
565,584
|
|
|||
Impairment charges - equity interest in Pulser Media Inc.
|
—
|
|
|
—
|
|
|
19,364
|
|
|||
Total operating expenses
|
1,346,108
|
|
|
1,550,189
|
|
|
1,647,194
|
|
|||
Operating loss
|
(210,446
|
)
|
|
(408,789
|
)
|
|
(478,515
|
)
|
|||
Non-operating expense:
|
|
|
|
|
|
||||||
Reorganization items, net
|
(31,603
|
)
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
(126,952
|
)
|
|
(138,634
|
)
|
|
(141,679
|
)
|
|||
Interest income
|
136
|
|
|
493
|
|
|
433
|
|
|||
(Loss) gain on early extinguishment of debt
|
(1,063
|
)
|
|
8,017
|
|
|
13,222
|
|
|||
Other (expense) income, net
|
(363
|
)
|
|
2,039
|
|
|
14,205
|
|
|||
Total non-operating expense, net
|
(159,845
|
)
|
|
(128,085
|
)
|
|
(113,819
|
)
|
|||
Loss before income taxes
|
(370,291
|
)
|
|
(536,874
|
)
|
|
(592,334
|
)
|
|||
Income tax benefit
|
163,726
|
|
|
26,154
|
|
|
45,840
|
|
|||
Net loss
|
$
|
(206,565
|
)
|
|
$
|
(510,720
|
)
|
|
$
|
(546,494
|
)
|
Basic and diluted loss per common share
(see Note 13, “Loss Per Share”):
|
|
|
|
|
|
||||||
Basic: Loss per share
|
$
|
(7.05
|
)
|
|
$
|
(17.45
|
)
|
|
$
|
(18.72
|
)
|
Diluted: Loss per share
|
$
|
(7.05
|
)
|
|
$
|
(17.45
|
)
|
|
$
|
(18.72
|
)
|
Weighted average basic common shares outstanding
|
29,306,374
|
|
|
29,270,455
|
|
|
29,176,930
|
|
|||
Weighted average diluted common shares outstanding
|
29,306,374
|
|
|
29,270,455
|
|
|
29,176,930
|
|
|
Class A
Common Stock
|
|
Class C
Common Stock
|
|
Treasury
Stock
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Number of
Shares
|
|
Par
Value
|
|
Number of
Shares
|
|
Par
Value
|
|
Number of
Shares
|
|
Value
|
|
Additional
Paid-In Capital |
|
Accumulated
Deficit |
|
Total
|
|||||||||||||||
Balance at December 31, 2014
|
31,874,741
|
|
|
$
|
319
|
|
|
80,609
|
|
|
$
|
1
|
|
|
2,827,444
|
|
|
$
|
(231,588
|
)
|
|
$
|
1,603,198
|
|
|
$
|
(830,350
|
)
|
|
$
|
541,580
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(546,494
|
)
|
|
(546,494
|
)
|
|||||||||||||
Conversion of equity upon exercise of warrants
|
113,121
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
6,288
|
|
|
(115
|
)
|
|
120
|
|
|
—
|
|
|
6
|
|
||||||
Shares returned in lieu of tax payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
||||||
Restricted shares issued from treasury
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,989
|
)
|
|
2,486
|
|
|
(2,486
|
)
|
|
—
|
|
|
—
|
|
||||||
Stock conversion
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,033
|
|
|
—
|
|
|
21,033
|
|
||||||
Balance at December 31, 2015
|
31,987,862
|
|
|
$
|
320
|
|
|
80,609
|
|
|
$
|
1
|
|
|
2,805,743
|
|
|
$
|
(229,310
|
)
|
|
$
|
1,621,865
|
|
|
$
|
(1,376,844
|
)
|
|
$
|
16,032
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(510,720
|
)
|
|
(510,720
|
)
|
|||||||||||||
Conversion of equity upon exercise of warrants
|
43,192
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Stock based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,948
|
|
|
—
|
|
|
2,948
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
444
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at December 31, 2016
|
32,031,054
|
|
|
$
|
320
|
|
|
80,609
|
|
|
$
|
1
|
|
|
2,806,187
|
|
|
$
|
(229,310
|
)
|
|
$
|
1,624,815
|
|
|
$
|
(1,887,564
|
)
|
|
$
|
(491,738
|
)
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(206,565
|
)
|
|
(206,565
|
)
|
|||||||||||||
Stock based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,614
|
|
|
—
|
|
|
1,614
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
575
|
|
|
574
|
|
||||||
Balance at December 31, 2017
|
32,031,054
|
|
|
$
|
320
|
|
|
80,609
|
|
|
$
|
1
|
|
|
2,806,187
|
|
|
$
|
(229,310
|
)
|
|
$
|
1,626,428
|
|
|
$
|
(2,093,554
|
)
|
|
$
|
(696,115
|
)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(206,565
|
)
|
|
$
|
(510,720
|
)
|
|
$
|
(546,494
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
62,239
|
|
|
87,267
|
|
|
102,105
|
|
|||
Amortization of debt issuance costs/discounts
|
9,394
|
|
|
9,961
|
|
|
9,541
|
|
|||
Provision for doubtful accounts
|
5,807
|
|
|
1,103
|
|
|
4,501
|
|
|||
(Gain) loss on sale of assets or stations
|
(2,499
|
)
|
|
(95,695
|
)
|
|
2,856
|
|
|||
Non-cash reorganization items, net
|
25,921
|
|
|
—
|
|
|
—
|
|
|||
Impairment of intangible assets and goodwill
|
335,909
|
|
|
604,965
|
|
|
565,584
|
|
|||
Impairment charges - equity interest in Pulser Media Inc.
|
—
|
|
|
—
|
|
|
19,364
|
|
|||
Deferred income taxes
|
(168,226
|
)
|
|
(27,831
|
)
|
|
(48,262
|
)
|
|||
Stock-based compensation expense
|
1,614
|
|
|
2,948
|
|
|
21,033
|
|
|||
Loss (gain) on early extinguishment of debt
|
1,063
|
|
|
(8,017
|
)
|
|
(13,222
|
)
|
|||
Changes in assets and liabilities (excluding acquisitions and dispositions):
|
|
|
|
|
|
||||||
Accounts receivable
|
(9,469
|
)
|
|
10,740
|
|
|
371
|
|
|||
Trade receivable
|
761
|
|
|
(839
|
)
|
|
(1,691
|
)
|
|||
Prepaid expenses and other current assets
|
(7,655
|
)
|
|
(7,017
|
)
|
|
16,983
|
|
|||
Other assets
|
(1,451
|
)
|
|
(1,106
|
)
|
|
(6,208
|
)
|
|||
Accounts payable and accrued expenses
|
46,587
|
|
|
(16,816
|
)
|
|
(34,122
|
)
|
|||
Trade payable
|
(1,486
|
)
|
|
176
|
|
|
410
|
|
|||
Other liabilities
|
(5,348
|
)
|
|
(13,374
|
)
|
|
(10,317
|
)
|
|||
Net cash provided by operating activities
|
86,596
|
|
|
35,745
|
|
|
82,432
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds from sale of assets or stations
|
6,090
|
|
|
106,935
|
|
|
9,201
|
|
|||
Restricted cash
|
(974
|
)
|
|
(44
|
)
|
|
2,074
|
|
|||
Capital expenditures
|
(31,932
|
)
|
|
(23,037
|
)
|
|
(19,236
|
)
|
|||
Net cash used in investing activities
|
(26,816
|
)
|
|
83,854
|
|
|
(7,961
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repayment of borrowings under term loan and revolving credit facilities
|
(81,652
|
)
|
|
(20,000
|
)
|
|
(50,000
|
)
|
|||
Adequate protection payments on term loan
|
(6,405
|
)
|
|
—
|
|
|
—
|
|
|||
Tax withholding payments on behalf of employees
|
—
|
|
|
—
|
|
|
(93
|
)
|
|||
Proceeds from exercise of warrants
|
—
|
|
|
3
|
|
|
8
|
|
|||
Deferred financing costs
|
(91
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(88,148
|
)
|
|
(19,997
|
)
|
|
(50,085
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(28,368
|
)
|
|
99,602
|
|
|
24,386
|
|
|||
Cash and cash equivalents at beginning of period
|
131,259
|
|
|
31,657
|
|
|
7,271
|
|
|||
Cash and cash equivalents at end of period
|
$
|
102,891
|
|
|
$
|
131,259
|
|
|
$
|
31,657
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
96,225
|
|
|
$
|
126,515
|
|
|
$
|
129,314
|
|
Income taxes paid
|
$
|
3,781
|
|
|
$
|
4,451
|
|
|
$
|
2,620
|
|
Supplemental disclosures of non-cash flow information:
|
|
|
|
|
|
||||||
Trade revenue
|
$
|
40,080
|
|
|
$
|
37,691
|
|
|
$
|
39,237
|
|
Trade expense
|
$
|
38,633
|
|
|
$
|
36,158
|
|
|
$
|
40,427
|
|
Transfer of property and equipment from assets held for sale
|
$
|
30,150
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity interest in Pulser Media, Inc.
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,025
|
|
Transfer of deposit from escrow - Los Angeles land and building sale
|
$
|
—
|
|
|
$
|
6,000
|
|
|
$
|
—
|
|
l
|
Reclassification of pre-petition liabilities that are unsecured, under-secured or where it cannot be determined that the liabilities are fully secured to a separate line item in the Consolidated Balance Sheet called Liabilities Subject to Compromise; and
|
|
|
|
l
|
Segregation of reorganization items as a separate line in the Consolidated Statement of Operations outside of income from continuing operations.
|
|
|
|
•
|
The Company made a correction of an immaterial misstatement that occurred in periods prior thereto, which resulted in an increase in content costs of
$3.6 million
in the second quarter of 2016. The correction related to the Radio Station Group segment only and was not material to the prior year quarterly or annual results.
|
•
|
The Company made a correction of an immaterial Balance Sheet misclassification that occurred in periods prior thereto, which resulted in an increase in cash and accrued liabilities of approximately
$2.6 million
as of December 31, 2017. The correction was not material to the prior year quarterly or annual results.
|
|
Estimated Useful Life
|
|
2017
|
|
2016
|
||||
Land
|
|
|
$
|
90,482
|
|
|
$
|
63,484
|
|
Broadcasting and other equipment
|
3 to 30 years
|
|
240,740
|
|
|
234,760
|
|
||
Computer and capitalized software costs
|
1 to 3 years
|
|
29,793
|
|
|
29,591
|
|
||
Furniture and fixtures
|
5 years
|
|
15,278
|
|
|
14,899
|
|
||
Leasehold improvements
|
5 years
|
|
42,504
|
|
|
40,242
|
|
||
Buildings
|
9 to 20 years
|
|
47,375
|
|
|
46,351
|
|
||
Construction in progress
|
|
|
32,463
|
|
|
14,036
|
|
||
|
|
|
498,635
|
|
|
443,363
|
|
||
Less: accumulated depreciation
|
|
|
(307,031
|
)
|
|
(281,300
|
)
|
||
|
|
|
$
|
191,604
|
|
|
$
|
162,063
|
|
Goodwill:
|
|
||
Balance as of December 31, 2016:
|
|
||
Goodwill
|
$
|
1,278,526
|
|
Accumulated impairment losses
|
(1,278,526
|
)
|
|
Total
|
$
|
—
|
|
Balance as of December 31, 2017:
|
|
||
Goodwill
|
1,278,526
|
|
|
Accumulated impairment losses
|
(1,278,526
|
)
|
|
Total
|
$
|
—
|
|
Goodwill:
|
|
||
Balance as of December 31, 2016:
|
|
||
Goodwill
|
$
|
304,280
|
|
Accumulated impairment losses
|
(169,066
|
)
|
|
Total
|
$
|
135,214
|
|
Balance as of December 31, 2017:
|
|
||
Goodwill
|
304,280
|
|
|
Accumulated impairment losses
|
(169,066
|
)
|
|
Total
|
$
|
135,214
|
|
Goodwill:
|
|
||
Balance as of December 31, 2016:
|
|
||
Goodwill
|
$
|
1,582,806
|
|
Accumulated impairment losses
|
(1,447,592
|
)
|
|
Total
|
$
|
135,214
|
|
Balance as of December 31, 2017:
|
|
||
Goodwill
|
1,582,806
|
|
|
Accumulated impairment losses
|
(1,447,592
|
)
|
|
Total
|
$
|
135,214
|
|
|
FCC Licenses
|
|
Definite-Lived
|
|
Total
|
||||||
Intangible Assets:
|
|
|
|
|
|
||||||
Balance as of January 1, 2016
|
$
|
1,578,066
|
|
|
$
|
174,530
|
|
|
$
|
1,752,596
|
|
Impairment
|
(35,000
|
)
|
|
(1,816
|
)
|
|
(36,816
|
)
|
|||
Disposition
|
(2,883
|
)
|
|
—
|
|
|
(2,883
|
)
|
|||
Amortization
|
—
|
|
|
(56,215
|
)
|
|
(56,215
|
)
|
|||
Balance as of December 31, 2016
|
$
|
1,540,183
|
|
|
$
|
116,499
|
|
|
$
|
1,656,682
|
|
Balance as of January 1, 2017
|
$
|
1,540,183
|
|
|
$
|
116,499
|
|
|
$
|
1,656,682
|
|
Impairment
|
(335,909
|
)
|
|
—
|
|
|
(335,909
|
)
|
|||
Disposition
|
(465
|
)
|
|
—
|
|
|
(465
|
)
|
|||
Amortization
|
—
|
|
|
(33,505
|
)
|
|
(33,505
|
)
|
|||
Balance as of December 31, 2017
|
$
|
1,203,809
|
|
|
$
|
82,994
|
|
|
$
|
1,286,803
|
|
2018
|
$
|
18,201
|
|
2019
|
17,257
|
|
|
2020
|
17,197
|
|
|
2021
|
17,114
|
|
|
2022
|
12,843
|
|
|
Thereafter
|
382
|
|
|
Total other intangibles, net
|
$
|
82,994
|
|
|
Reporting Unit 2
|
||
Goodwill balance
|
$
|
135,214
|
|
Carrying value (including goodwill)
|
$
|
313,572
|
|
Percentage fair value above carrying value
|
36.9
|
%
|
•
|
projected operating revenues and expenses over a
five
-year period;
|
•
|
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); and
|
•
|
amortization of the intangible asset — the FCC license.
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Accrued employee costs
|
$
|
9,528
|
|
|
$
|
30,887
|
|
Accrued third party content costs
|
5,205
|
|
|
29,285
|
|
||
Accrued interest
|
—
|
|
|
8,334
|
|
||
Accounts payable
|
1,928
|
|
|
12,739
|
|
||
Accrued other
|
19,496
|
|
|
14,996
|
|
||
Total accounts payable and accrued expenses
|
$
|
36,157
|
|
|
$
|
96,241
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Term Loan
|
$
|
1,722,209
|
|
|
$
|
1,810,266
|
|
Less: unamortized term loan discount and debt issuance costs
|
—
|
|
|
(29,909
|
)
|
||
Total term loan
|
1,722,209
|
|
|
1,780,357
|
|
||
7.75% Senior Notes
|
610,000
|
|
|
610,000
|
|
||
Less: unamortized debt issuance costs
|
—
|
|
|
(6,200
|
)
|
||
Total 7.75% Senior Notes
|
610,000
|
|
|
603,800
|
|
||
Less: Current portion of long-term debt
|
—
|
|
|
—
|
|
||
Long-term debt, net subject to compromise
|
$
|
2,332,209
|
|
|
$
|
2,384,157
|
|
Less: Amounts reclassified to liabilities subject to compromise
|
(2,332,209
|
)
|
|
—
|
|
||
Long-term debt, net
|
$
|
—
|
|
|
$
|
2,384,157
|
|
|
|
||
2018
|
$
|
—
|
|
2019
|
610,000
|
|
|
2020
|
1,722,209
|
|
|
|
$
|
2,332,209
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|||
Term Loan:
|
|
|
|
|||
Carrying value
|
1,722,209
|
|
|
$
|
1,810,266
|
|
Fair value — Level 2
|
1,481,100
|
|
|
1,226,455
|
|
|
7.75% Senior Notes:
|
|
|
|
|||
Carrying value
|
610,000
|
|
|
$
|
610,000
|
|
Fair value — Level 2
|
105,988
|
|
|
249,673
|
|
|
December 31, 2017
|
||
Deferred income taxes
|
$
|
219,250
|
|
Accrued liabilities and other liabilities
|
89,897
|
|
|
Accounts payable
|
18,290
|
|
|
Accounts payable, accrued and other liabilities
|
327,437
|
|
|
Term Loan
|
1,722,209
|
|
|
7.75% Senior Notes
|
610,000
|
|
|
Accrued interest
|
27,577
|
|
|
Long-Term Debt and accrued interest
|
2,359,786
|
|
|
Total liabilities subject to compromise
|
$
|
2,687,223
|
|
|
2017
|
||
Deferred financing costs and term loan discount
|
$
|
25,921
|
|
Professional fees
|
5,682
|
|
|
Reorganization items, net
|
$
|
31,603
|
|
•
|
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 to 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 the extent that such conversion would result in the holder holding more than
4.99%
of the Class A common stock following such conversion, the holder will first be required to deliver to the Company an ownership certification to enable the Company to (a) determine that such ownership does not violate applicable FCC rules and regulations and (b) obtain any necessary approvals from the FCC or the Department of Justice. There were
no
shares of Class B common stock issued or outstanding as of
December 31, 2017
or
2016
.
|
|
Options
|
|
Weighted-
Average Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual Term
(in years)
|
|
Aggregate
Intrinsic Value
(in thousands)
|
|||||
Options to Purchase Class A Common Stock
|
|
|
|
|
|
|
|
|||||
Outstanding at January 1, 2017
|
3,472,455
|
|
|
$
|
31.46
|
|
|
|
|
|
||
Granted
|
76,250
|
|
|
0.98
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited/Canceled
|
(1,039,576
|
)
|
|
18.16
|
|
|
|
|
|
|||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at December 31, 2017
|
2,509,129
|
|
|
$
|
36.04
|
|
|
4.68
|
|
$
|
584
|
|
Vested or expected to vest at December 31, 2017
|
2,509,129
|
|
|
$
|
36.04
|
|
|
4.68
|
|
$
|
8,258
|
|
Exercisable at December 31, 2017
|
2,356,173
|
|
|
$
|
37.78
|
|
|
4.44
|
|
$
|
666
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current income tax expense
|
|
|
|
|
|
|
||||||
State and local
|
|
$
|
4,504
|
|
|
$
|
1,678
|
|
|
$
|
2,422
|
|
Total current income tax
|
|
$
|
4,504
|
|
|
$
|
1,678
|
|
|
$
|
2,422
|
|
|
|
|
|
|
|
|
||||||
Deferred tax benefit
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(157,277
|
)
|
|
$
|
(19,496
|
)
|
|
$
|
(48,123
|
)
|
State and local
|
|
(10,953
|
)
|
|
(8,336
|
)
|
|
(139
|
)
|
|||
Total deferred tax
|
|
(168,230
|
)
|
|
(27,832
|
)
|
|
(48,262
|
)
|
|||
Total income tax benefit
|
|
$
|
(163,726
|
)
|
|
$
|
(26,154
|
)
|
|
$
|
(45,840
|
)
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Pretax loss at federal statutory rate
|
|
$
|
(129,602
|
)
|
|
$
|
(187,906
|
)
|
|
$
|
(207,317
|
)
|
State income tax, net federal
|
|
(11,729
|
)
|
|
(1,812
|
)
|
|
(1,385
|
)
|
|||
Meals and entertainment
|
|
350
|
|
|
429
|
|
|
380
|
|
|||
Bankruptcy costs
|
|
5,478
|
|
|
—
|
|
|
—
|
|
|||
Change in state tax rates
|
|
255
|
|
|
(1,618
|
)
|
|
1,605
|
|
|||
Section 162 disallowance
|
|
1,867
|
|
|
538
|
|
|
110
|
|
|||
Change in federal tax rate
|
|
(91,384
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment charges on goodwill with no tax basis
|
|
—
|
|
|
163,630
|
|
|
153,371
|
|
|||
Increase in valuation allowance
|
|
58,254
|
|
|
32
|
|
|
190
|
|
|||
Other
|
|
2,785
|
|
|
553
|
|
|
7,206
|
|
|||
Net income tax benefit
|
|
$
|
(163,726
|
)
|
|
$
|
(26,154
|
)
|
|
$
|
(45,840
|
)
|
|
2017
|
|
2016
|
||||
Noncurrent deferred tax assets:
|
|
|
|
||||
Accounts receivable
|
$
|
948
|
|
|
$
|
1,422
|
|
Advertising relationships
|
954
|
|
|
2,548
|
|
||
Other liabilities
|
20,486
|
|
|
27,014
|
|
||
Debt costs
|
6,987
|
|
|
—
|
|
||
Tax credits
|
2,249
|
|
|
2,042
|
|
||
Net operating loss
|
75,832
|
|
|
111,778
|
|
||
Noncurrent deferred tax assets
|
107,456
|
|
|
144,804
|
|
||
Less: valuation allowance
|
(75,460
|
)
|
|
(17,205
|
)
|
||
Net noncurrent deferred tax assets
|
31,996
|
|
|
127,599
|
|
||
Noncurrent deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
242,822
|
|
|
482,620
|
|
||
Property and equipment
|
8,417
|
|
|
20,485
|
|
||
Cancellation of debt income
|
—
|
|
|
12,544
|
|
||
Other
|
7
|
|
|
—
|
|
||
Noncurrent deferred tax liabilities
|
251,246
|
|
|
515,649
|
|
||
Net noncurrent deferred tax liabilities
|
219,250
|
|
|
388,050
|
|
||
Net deferred tax liabilities
|
$
|
219,250
|
|
|
$
|
388,050
|
|
Balance at January 1, 2016
|
|
$
|
12,629
|
|
Increase for prior year positions
|
|
275
|
|
|
Lapse of statute of limitations
|
|
(1,014
|
)
|
|
Balance at December 31, 2016
|
|
$
|
11,890
|
|
Increase for prior year positions
|
|
447
|
|
|
Decrease for prior year positions
|
|
(3,316
|
)
|
|
Lapse of statute of limitations
|
|
(434
|
)
|
|
Balance at December 31, 2017
|
|
$
|
8,587
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Basic Loss Per Share
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Undistributed net loss from operations
|
$
|
(206,565
|
)
|
|
$
|
(510,720
|
)
|
|
$
|
(546,494
|
)
|
Basic undistributed net loss from operations — attributable to common shares
|
$
|
(206,565
|
)
|
|
$
|
(510,720
|
)
|
|
$
|
(546,494
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
29,306
|
|
|
29,270
|
|
|
29,177
|
|
|||
Basic loss from operations per share — attributable to common shares
|
$
|
(7.05
|
)
|
|
$
|
(17.45
|
)
|
|
$
|
(18.72
|
)
|
Diluted Loss Per Share
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Undistributed net loss from operations
|
$
|
(206,565
|
)
|
|
$
|
(510,720
|
)
|
|
$
|
(546,494
|
)
|
Basic undistributed net loss from operations — attributable to common shares
|
$
|
(206,565
|
)
|
|
$
|
(510,720
|
)
|
|
$
|
(546,494
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
29,306
|
|
|
29,270
|
|
|
29,177
|
|
|||
Effect of dilutive options and warrants
|
—
|
|
|
—
|
|
|
—
|
|
|||
Diluted weighted average shares outstanding
|
29,306
|
|
|
29,270
|
|
|
29,177
|
|
|||
Diluted loss from operations per share — attributable to common shares
|
$
|
(7.05
|
)
|
|
$
|
(17.45
|
)
|
|
$
|
(18.72
|
)
|
Year Ending December 31:
|
|
Future Minimum Rent Under Operating Leases
|
|
Future Minimum Sublease Income
|
|
Future Minimum Commitments Under Sale Leaseback Agreement
|
|
Net Commitments
|
||||||||
2018
|
|
$
|
23,768
|
|
|
$
|
(1,028
|
)
|
|
$
|
1,153
|
|
|
$
|
23,893
|
|
2019
|
|
20,596
|
|
|
(1,028
|
)
|
|
1,193
|
|
|
20,761
|
|
||||
2020
|
|
16,373
|
|
|
(1,028
|
)
|
|
|
|
|
15,345
|
|
||||
2021
|
|
13,028
|
|
|
(1,028
|
)
|
|
|
|
|
12,000
|
|
||||
2022
|
|
11,869
|
|
|
(1,028
|
)
|
|
|
|
|
10,841
|
|
||||
Thereafter
|
|
31,596
|
|
|
(1,285
|
)
|
|
|
|
|
30,311
|
|
||||
|
|
$
|
117,230
|
|
|
$
|
(6,425
|
)
|
|
$
|
2,346
|
|
|
$
|
113,151
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
FOR THE YEAR ENDED DECEMBER 31, 2017
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
$
|
264,030
|
|
|
$
|
290,531
|
|
|
$
|
287,240
|
|
|
$
|
293,861
|
|
Operating income (loss)
|
$
|
20,522
|
|
|
$
|
47,326
|
|
|
$
|
42,931
|
|
|
$
|
(321,225
|
)
|
(Loss) income before income taxes
|
$
|
(13,421
|
)
|
|
$
|
12,906
|
|
|
$
|
6,531
|
|
|
$
|
(376,307
|
)
|
Net (loss) income
|
$
|
(7,395
|
)
|
|
$
|
5,672
|
|
|
$
|
1,274
|
|
|
$
|
(206,116
|
)
|
Basic:
|
|
|
|
|
|
|
|
||||||||
(Loss) income per share
|
$
|
(0.25
|
)
|
|
$
|
0.19
|
|
|
$
|
0.04
|
|
|
$
|
(7.03
|
)
|
Diluted:
|
|
|
|
|
|
|
|
||||||||
(Loss) income per share
|
$
|
(0.25
|
)
|
|
$
|
0.19
|
|
|
$
|
0.04
|
|
|
$
|
(7.03
|
)
|
FOR THE YEAR ENDED DECEMBER 31, 2016
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
$
|
268,530
|
|
|
$
|
287,193
|
|
|
$
|
286,136
|
|
|
$
|
299,541
|
|
Operating income (loss)
|
$
|
10,114
|
|
|
$
|
36,665
|
|
|
$
|
113,017
|
|
|
$
|
(568,585
|
)
|
(Loss) income before income taxes
|
$
|
(23,562
|
)
|
|
$
|
2,315
|
|
|
$
|
79,109
|
|
|
$
|
(594,736
|
)
|
Net (loss) income
|
$
|
(14,429
|
)
|
|
$
|
1,066
|
|
|
$
|
46,321
|
|
|
$
|
(543,677
|
)
|
Basic:
|
|
|
|
|
|
|
|
||||||||
(Loss) income per share
|
$
|
(0.49
|
)
|
|
$
|
0.04
|
|
|
$
|
1.58
|
|
|
$
|
(18.57
|
)
|
Diluted:
|
|
|
|
|
|
|
|
||||||||
(Loss) income per share
|
$
|
(0.49
|
)
|
|
$
|
0.04
|
|
|
$
|
1.58
|
|
|
$
|
(18.57
|
)
|
|
Cumulus
Media Inc.
(Parent Guarantor)
|
|
Cumulus Media
Holdings Inc.
(Subsidiary Issuer)
|
|
Subsidiary
Guarantors
|
|
Subsidiary Non-
guarantors
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,135,662
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,135,662
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Content costs
|
—
|
|
|
—
|
|
|
402,978
|
|
|
—
|
|
|
—
|
|
|
402,978
|
|
||||||
Selling, general & administrative expenses
|
—
|
|
|
—
|
|
|
475,116
|
|
|
2,419
|
|
|
—
|
|
|
477,535
|
|
||||||
Depreciation and amortization
|
—
|
|
|
1,193
|
|
|
61,046
|
|
|
—
|
|
|
—
|
|
|
62,239
|
|
||||||
LMA fees
|
—
|
|
|
—
|
|
|
10,884
|
|
|
—
|
|
|
—
|
|
|
10,884
|
|
||||||
Corporate expenses (including stock-based compensation expense of $1,614)
|
—
|
|
|
59,062
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,062
|
|
||||||
Gain on sale of assets or stations
|
—
|
|
|
—
|
|
|
(2,499
|
)
|
|
—
|
|
|
—
|
|
|
(2,499
|
)
|
||||||
Impairment of intangible assets and goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
335,909
|
|
|
—
|
|
|
335,909
|
|
||||||
Total operating expenses
|
—
|
|
|
60,255
|
|
|
947,525
|
|
|
338,328
|
|
|
—
|
|
|
1,346,108
|
|
||||||
Operating loss
|
—
|
|
|
(60,255
|
)
|
|
188,137
|
|
|
(338,328
|
)
|
|
—
|
|
|
(210,446
|
)
|
||||||
Non-operating (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reorganization items, net
|
—
|
|
|
(31,603
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,603
|
)
|
||||||
Interest (expense) income
|
(8,735
|
)
|
|
(118,217
|
)
|
|
136
|
|
|
—
|
|
|
—
|
|
|
(126,816
|
)
|
||||||
Loss on early extinguishment of debt
|
—
|
|
|
(1,063
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,063
|
)
|
||||||
Other loss, net
|
—
|
|
|
—
|
|
|
(363
|
)
|
|
—
|
|
|
—
|
|
|
(363
|
)
|
||||||
Total non-operating expense, net
|
(8,735
|
)
|
|
(150,883
|
)
|
|
(227
|
)
|
|
—
|
|
|
—
|
|
|
(159,845
|
)
|
||||||
(Loss) income before income taxes
|
(8,735
|
)
|
|
(211,138
|
)
|
|
187,910
|
|
|
(338,328
|
)
|
|
—
|
|
|
(370,291
|
)
|
||||||
Income tax benefit
|
2,516
|
|
|
60,808
|
|
|
2,964
|
|
|
97,438
|
|
|
—
|
|
|
163,726
|
|
||||||
(Loss) earnings from consolidated subsidiaries
|
(200,346
|
)
|
|
(50,016
|
)
|
|
(240,890
|
)
|
|
—
|
|
|
491,252
|
|
|
—
|
|
||||||
Net (loss) income
|
$
|
(206,565
|
)
|
|
$
|
(200,346
|
)
|
|
$
|
(50,016
|
)
|
|
$
|
(240,890
|
)
|
|
$
|
491,252
|
|
|
$
|
(206,565
|
)
|
|
Cumulus Media
Inc. (Parent
Guarantor)
|
|
Cumulus Media
Holdings Inc.
(Subsidiary Issuer)
|
|
Subsidiary
Guarantors
|
|
Subsidiary Non-
guarantors
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
165
|
|
|
$
|
1,141,235
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,141,400
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Content costs
|
—
|
|
|
—
|
|
|
427,780
|
|
|
—
|
|
|
—
|
|
|
427,780
|
|
||||||
Selling, general & administrative expenses
|
—
|
|
|
—
|
|
|
470,546
|
|
|
2,354
|
|
|
—
|
|
|
472,900
|
|
||||||
Depreciation and amortization
|
—
|
|
|
1,530
|
|
|
85,737
|
|
|
—
|
|
|
—
|
|
|
87,267
|
|
||||||
LMA fees
|
—
|
|
|
—
|
|
|
12,824
|
|
|
—
|
|
|
—
|
|
|
12,824
|
|
||||||
Corporate expenses (including stock-based compensation expense of $2,948)
|
—
|
|
|
40,148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,148
|
|
||||||
Gain on sale of assets or stations
|
—
|
|
|
—
|
|
|
(95,695
|
)
|
|
—
|
|
|
—
|
|
|
(95,695
|
)
|
||||||
Impairment of intangible assets and goodwill
|
—
|
|
|
—
|
|
|
604,965
|
|
|
—
|
|
|
—
|
|
|
604,965
|
|
||||||
Total operating expenses
|
—
|
|
|
41,678
|
|
|
1,506,157
|
|
|
2,354
|
|
|
—
|
|
|
1,550,189
|
|
||||||
Operating loss
|
—
|
|
|
(41,513
|
)
|
|
(364,922
|
)
|
|
(2,354
|
)
|
|
—
|
|
|
(408,789
|
)
|
||||||
Non-operating (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest (expense) income, net
|
(8,711
|
)
|
|
(129,733
|
)
|
|
493
|
|
|
(190
|
)
|
|
—
|
|
|
(138,141
|
)
|
||||||
Gain on early extinguishment of debt
|
—
|
|
|
8,017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,017
|
|
||||||
Other income, net
|
—
|
|
|
—
|
|
|
2,039
|
|
|
—
|
|
|
—
|
|
|
2,039
|
|
||||||
Total non-operating (expense) income, net
|
(8,711
|
)
|
|
(121,716
|
)
|
|
2,532
|
|
|
(190
|
)
|
|
—
|
|
|
(128,085
|
)
|
||||||
Loss before income taxes
|
(8,711
|
)
|
|
(163,229
|
)
|
|
(362,390
|
)
|
|
(2,544
|
)
|
|
—
|
|
|
(536,874
|
)
|
||||||
Income tax benefit (expense)
|
3,484
|
|
|
65,292
|
|
|
(43,640
|
)
|
|
1,018
|
|
|
—
|
|
|
26,154
|
|
||||||
Loss from continuing operations
|
(5,227
|
)
|
|
(97,937
|
)
|
|
(406,030
|
)
|
|
(1,526
|
)
|
|
—
|
|
|
(510,720
|
)
|
||||||
(Loss) earnings from consolidated subsidiaries
|
(505,493
|
)
|
|
(407,556
|
)
|
|
(1,526
|
)
|
|
—
|
|
|
914,575
|
|
|
—
|
|
||||||
Net (loss) income
|
$
|
(510,720
|
)
|
|
$
|
(505,493
|
)
|
|
$
|
(407,556
|
)
|
|
$
|
(1,526
|
)
|
|
$
|
914,575
|
|
|
$
|
(510,720
|
)
|
|
Cumulus
Media Inc.
(Parent Guarantor)
|
|
Cumulus Media
Holdings Inc.
(Subsidiary Issuer)
|
|
Subsidiary
Guarantors
|
|
Subsidiary Non-guarantors
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
500
|
|
|
$
|
1,168,179
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,168,679
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Content costs
|
—
|
|
|
—
|
|
|
396,426
|
|
|
—
|
|
|
—
|
|
|
396,426
|
|
||||||
Selling, general & administrative expenses
|
—
|
|
|
—
|
|
|
475,268
|
|
|
2,059
|
|
|
—
|
|
|
477,327
|
|
||||||
Depreciation and amortization
|
—
|
|
|
1,525
|
|
|
100,580
|
|
|
—
|
|
|
—
|
|
|
102,105
|
|
||||||
LMA fees
|
—
|
|
|
—
|
|
|
10,129
|
|
|
—
|
|
|
—
|
|
|
10,129
|
|
||||||
Corporate expenses (including stock-based compensation expense of $21,033)
|
—
|
|
|
73,403
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73,403
|
|
||||||
Loss on sale of assets or stations
|
—
|
|
|
—
|
|
|
2,856
|
|
|
—
|
|
|
—
|
|
|
2,856
|
|
||||||
Impairment of intangible assets and goodwill
|
—
|
|
|
—
|
|
|
565,584
|
|
|
—
|
|
|
—
|
|
|
565,584
|
|
||||||
Impairment charges - equity interest Pulser Media Inc.
|
|
|
|
|
19,364
|
|
|
|
|
|
|
19,364
|
|
||||||||||
Total operating expenses
|
—
|
|
|
74,928
|
|
|
1,570,207
|
|
|
2,059
|
|
|
—
|
|
|
1,647,194
|
|
||||||
Operating loss
|
—
|
|
|
(74,428
|
)
|
|
(402,028
|
)
|
|
(2,059
|
)
|
|
—
|
|
|
(478,515
|
)
|
||||||
Non-operating (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest (expense) income, net
|
(8,735
|
)
|
|
(132,754
|
)
|
|
433
|
|
|
(190
|
)
|
|
—
|
|
|
(141,246
|
)
|
||||||
Gain on early extinguishment of debt
|
—
|
|
|
13,222
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,222
|
|
||||||
Other income, net
|
—
|
|
|
—
|
|
|
14,205
|
|
|
—
|
|
|
—
|
|
|
14,205
|
|
||||||
Total non-operating (expense) income, net
|
(8,735
|
)
|
|
(119,532
|
)
|
|
14,638
|
|
|
(190
|
)
|
|
—
|
|
|
(113,819
|
)
|
||||||
Loss from continuing operations before income taxes
|
(8,735
|
)
|
|
(193,960
|
)
|
|
(387,390
|
)
|
|
(2,249
|
)
|
|
—
|
|
|
(592,334
|
)
|
||||||
Income tax benefit (expense)
|
3,494
|
|
|
77,584
|
|
|
(36,138
|
)
|
|
900
|
|
|
—
|
|
|
45,840
|
|
||||||
Loss from continuing operations
|
(5,241
|
)
|
|
(116,376
|
)
|
|
(423,528
|
)
|
|
(1,349
|
)
|
|
—
|
|
|
(546,494
|
)
|
||||||
(Loss) earnings from consolidated subsidiaries
|
(541,253
|
)
|
|
(424,877
|
)
|
|
(1,349
|
)
|
|
—
|
|
|
967,479
|
|
|
—
|
|
||||||
Net (loss) income
|
$
|
(546,494
|
)
|
|
$
|
(541,253
|
)
|
|
$
|
(424,877
|
)
|
|
$
|
(1,349
|
)
|
|
$
|
967,479
|
|
|
$
|
(546,494
|
)
|
|
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
|
$
|
—
|
|
|
$
|
102,891
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
102,891
|
|
Restricted cash
|
—
|
|
|
8,999
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,999
|
|
||||||
Accounts receivable, less allowance for doubtful accounts of $4,322
|
—
|
|
|
—
|
|
|
235,247
|
|
|
—
|
|
|
—
|
|
|
235,247
|
|
||||||
Trade receivable
|
—
|
|
|
—
|
|
|
4,224
|
|
|
—
|
|
|
—
|
|
|
4,224
|
|
||||||
Prepaid expenses and other current assets
|
—
|
|
|
25,393
|
|
|
16,866
|
|
|
—
|
|
|
—
|
|
|
42,259
|
|
||||||
Total current assets
|
—
|
|
|
137,283
|
|
|
256,337
|
|
|
—
|
|
|
—
|
|
|
393,620
|
|
||||||
Property and equipment, net
|
—
|
|
|
14,404
|
|
|
177,200
|
|
|
—
|
|
|
—
|
|
|
191,604
|
|
||||||
Broadcast licenses
|
—
|
|
|
—
|
|
|
—
|
|
|
1,203,809
|
|
|
—
|
|
|
1,203,809
|
|
||||||
Other intangible assets, net
|
—
|
|
|
—
|
|
|
82,994
|
|
|
—
|
|
|
—
|
|
|
82,994
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
135,214
|
|
|
—
|
|
|
—
|
|
|
135,214
|
|
||||||
Investment in consolidated subsidiaries
|
—
|
|
|
3,323,713
|
|
|
984,559
|
|
|
—
|
|
|
(4,308,272
|
)
|
|
—
|
|
||||||
Intercompany receivables
|
—
|
|
|
111,964
|
|
|
1,800,539
|
|
|
—
|
|
|
(1,912,503
|
)
|
|
—
|
|
||||||
Other assets
|
—
|
|
|
6,507
|
|
|
13,571
|
|
|
—
|
|
|
—
|
|
|
20,078
|
|
||||||
Total assets
|
$
|
—
|
|
|
$
|
3,593,871
|
|
|
$
|
3,450,414
|
|
|
$
|
1,203,809
|
|
|
$
|
(6,220,775
|
)
|
|
$
|
2,027,319
|
|
Liabilities and Stockholders’ Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued expenses
|
$
|
—
|
|
|
$
|
8,653
|
|
|
$
|
27,504
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36,157
|
|
Total current liabilities
|
—
|
|
|
8,653
|
|
|
27,504
|
|
|
—
|
|
|
—
|
|
|
36,157
|
|
||||||
Other liabilities
|
—
|
|
|
53
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
54
|
|
||||||
Intercompany payables
|
111,964
|
|
|
1,800,539
|
|
|
—
|
|
|
—
|
|
|
(1,912,503
|
)
|
|
—
|
|
||||||
Estimated losses on investment
|
584,151
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(584,151
|
)
|
|
—
|
|
||||||
Total liabilities not subject to compromise
|
696,115
|
|
|
1,809,245
|
|
|
27,505
|
|
|
—
|
|
|
(2,496,654
|
)
|
|
36,211
|
|
||||||
Liabilities subject to compromise
|
—
|
|
|
2,368,777
|
|
|
99,196
|
|
|
219,250
|
|
|
—
|
|
|
2,687,223
|
|
||||||
Total liabilities
|
696,115
|
|
|
4,178,022
|
|
|
126,701
|
|
|
219,250
|
|
|
(2,496,654
|
)
|
|
2,723,434
|
|
||||||
Stockholders’ equity (deficit):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 32,031,054 shares issued and 29,225,765 shares outstanding
|
320
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
320
|
|
||||||
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Treasury stock, at cost, 2,806,187 shares
|
(229,310
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(229,310
|
)
|
||||||
Additional paid-in-capital
|
1,626,428
|
|
|
279,811
|
|
|
4,215,794
|
|
|
2,203,511
|
|
|
(6,699,116
|
)
|
|
1,626,428
|
|
||||||
Accumulated (deficit) equity
|
(2,093,554
|
)
|
|
(863,962
|
)
|
|
(892,081
|
)
|
|
(1,218,952
|
)
|
|
2,974,995
|
|
|
(2,093,554
|
)
|
||||||
Total stockholders’ (deficit) equity
|
(696,115
|
)
|
|
(584,151
|
)
|
|
3,323,713
|
|
|
984,559
|
|
|
(3,724,121
|
)
|
|
(696,115
|
)
|
||||||
Total liabilities and stockholders’ equity (deficit)
|
$
|
—
|
|
|
$
|
3,593,871
|
|
|
$
|
3,450,414
|
|
|
$
|
1,203,809
|
|
|
$
|
(6,220,775
|
)
|
|
$
|
2,027,319
|
|
|
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
|
$
|
—
|
|
|
$
|
131,259
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
131,259
|
|
Restricted cash
|
—
|
|
|
8,025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,025
|
|
||||||
Accounts receivable, less allowance for doubtful accounts of $4,691
|
—
|
|
|
—
|
|
|
—
|
|
|
231,585
|
|
|
—
|
|
|
231,585
|
|
||||||
Trade receivable
|
—
|
|
|
—
|
|
|
4,985
|
|
|
—
|
|
|
—
|
|
|
4,985
|
|
||||||
Asset held for sale
|
—
|
|
|
—
|
|
|
30,150
|
|
|
—
|
|
|
—
|
|
|
30,150
|
|
||||||
Prepaid expenses and other current assets
|
—
|
|
|
17,321
|
|
|
16,602
|
|
|
—
|
|
|
—
|
|
|
33,923
|
|
||||||
Total current assets
|
—
|
|
|
156,605
|
|
|
51,737
|
|
|
231,585
|
|
|
—
|
|
|
439,927
|
|
||||||
Property and equipment, net
|
—
|
|
|
4,431
|
|
|
157,632
|
|
|
—
|
|
|
—
|
|
|
162,063
|
|
||||||
Broadcast licenses
|
—
|
|
|
—
|
|
|
—
|
|
|
1,540,183
|
|
|
—
|
|
|
1,540,183
|
|
||||||
Other intangible assets, net
|
—
|
|
|
—
|
|
|
116,499
|
|
|
—
|
|
|
—
|
|
|
116,499
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
135,214
|
|
|
—
|
|
|
—
|
|
|
135,214
|
|
||||||
Investment in consolidated subsidiaries
|
—
|
|
|
3,348,992
|
|
|
1,012,947
|
|
|
—
|
|
|
(4,361,939
|
)
|
|
—
|
|
||||||
Intercompany receivables
|
—
|
|
|
103,593
|
|
|
1,848,263
|
|
|
—
|
|
|
(1,951,856
|
)
|
|
—
|
|
||||||
Other assets
|
—
|
|
|
21,631
|
|
|
135,996
|
|
|
364
|
|
|
(139,186
|
)
|
|
18,805
|
|
||||||
Total assets
|
$
|
—
|
|
|
$
|
3,635,252
|
|
|
$
|
3,458,288
|
|
|
$
|
1,772,132
|
|
|
$
|
(6,452,981
|
)
|
|
$
|
2,412,691
|
|
Liabilities and Stockholders’ (Deficit) Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accrued expenses
|
$
|
—
|
|
|
$
|
19,994
|
|
|
$
|
76,247
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
96,241
|
|
Trade payable
|
—
|
|
|
—
|
|
|
4,550
|
|
|
—
|
|
|
—
|
|
|
4,550
|
|
||||||
Total current liabilities
|
—
|
|
|
19,994
|
|
|
80,797
|
|
|
—
|
|
|
—
|
|
|
100,791
|
|
||||||
Term loan, net of debt issuance costs/discounts of $29,909
|
—
|
|
|
1,780,357
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,780,357
|
|
||||||
7.75% senior notes, net of debt issuance costs of $6,200
|
—
|
|
|
603,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
603,800
|
|
||||||
Other liabilities
|
—
|
|
|
2,932
|
|
|
28,499
|
|
|
—
|
|
|
—
|
|
|
31,431
|
|
||||||
Intercompany payables
|
103,229
|
|
|
1,616,678
|
|
|
—
|
|
|
231,949
|
|
|
(1,951,856
|
)
|
|
—
|
|
||||||
Accumulated losses in consolidated subsidiaries
|
388,509
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(388,509
|
)
|
|
—
|
|
||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
527,236
|
|
|
(139,186
|
)
|
|
388,050
|
|
||||||
Total liabilities
|
491,738
|
|
|
4,023,761
|
|
|
109,296
|
|
|
759,185
|
|
|
(2,479,551
|
)
|
|
2,904,429
|
|
||||||
Stockholders’ equity (deficit):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 32,031,054 shares issued and 29,225,765 shares outstanding
|
320
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
320
|
|
||||||
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Treasury stock, at cost, 2,806,187 shares
|
(229,310
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(229,310
|
)
|
||||||
Additional paid-in-capital
|
1,624,815
|
|
|
275,107
|
|
|
4,191,057
|
|
|
1,991,009
|
|
|
(6,457,173
|
)
|
|
1,624,815
|
|
||||||
Accumulated (deficit) equity
|
(1,887,564
|
)
|
|
(663,616
|
)
|
|
(842,065
|
)
|
|
(978,062
|
)
|
|
2,483,743
|
|
|
(1,887,564
|
)
|
||||||
Total stockholders’ (deficit) equity
|
(491,738
|
)
|
|
(388,509
|
)
|
|
3,348,992
|
|
|
1,012,947
|
|
|
(3,973,430
|
)
|
|
(491,738
|
)
|
||||||
Total liabilities and stockholders’ (deficit) equity
|
$
|
—
|
|
|
$
|
3,635,252
|
|
|
$
|
3,458,288
|
|
|
$
|
1,772,132
|
|
|
$
|
(6,452,981
|
)
|
|
$
|
2,412,691
|
|
|
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
|
$
|
(206,565
|
)
|
|
$
|
(200,346
|
)
|
|
$
|
(50,016
|
)
|
|
$
|
(240,890
|
)
|
|
$
|
491,252
|
|
|
$
|
(206,565
|
)
|
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
—
|
|
|
1,193
|
|
|
61,046
|
|
|
—
|
|
|
—
|
|
|
62,239
|
|
||||||
Amortization of debt issuance costs/discounts
|
—
|
|
|
9,394
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,394
|
|
||||||
Provision for doubtful accounts
|
—
|
|
|
—
|
|
|
5,807
|
|
|
—
|
|
|
—
|
|
|
5,807
|
|
||||||
Gain on sale of assets or stations
|
—
|
|
|
—
|
|
|
(2,499
|
)
|
|
—
|
|
|
—
|
|
|
(2,499
|
)
|
||||||
Non cash reorganization
|
—
|
|
|
25,921
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,921
|
|
||||||
Impairment of intangible assets and goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
335,909
|
|
|
—
|
|
|
335,909
|
|
||||||
Deferred income taxes
|
(2,516
|
)
|
|
(60,808
|
)
|
|
(7,464
|
)
|
|
(97,438
|
)
|
|
—
|
|
|
(168,226
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
1,614
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,614
|
|
||||||
Loss on early extinguishment of debt
|
—
|
|
|
1,063
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,063
|
|
||||||
Earnings (loss) from consolidated subsidiaries
|
200,346
|
|
|
50,016
|
|
|
240,890
|
|
|
—
|
|
|
(491,252
|
)
|
|
—
|
|
||||||
Changes in assets and liabilities
|
4,355
|
|
|
291,517
|
|
|
(282,757
|
)
|
|
8,824
|
|
|
—
|
|
|
21,939
|
|
||||||
Net cash (used in) provided by operating activities
|
(4,380
|
)
|
|
119,564
|
|
|
(34,993
|
)
|
|
6,405
|
|
|
—
|
|
|
86,596
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from sale of assets or stations
|
—
|
|
|
—
|
|
|
6,090
|
|
|
—
|
|
|
—
|
|
|
6,090
|
|
||||||
Restricted cash
|
—
|
|
|
(974
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(974
|
)
|
||||||
Capital expenditures
|
—
|
|
|
(11,166
|
)
|
|
(20,766
|
)
|
|
—
|
|
|
—
|
|
|
(31,932
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
(12,140
|
)
|
|
(14,676
|
)
|
|
—
|
|
|
—
|
|
|
(26,816
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intercompany transactions, net
|
4,380
|
|
|
(54,049
|
)
|
|
49,669
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repayments of borrowings under term loan and revolving credit facilities
|
—
|
|
|
(81,652
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81,652
|
)
|
||||||
Adequate protection payments on term
loan
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,405
|
)
|
|
—
|
|
|
(6,405
|
)
|
||||||
Deferred financing costs
|
—
|
|
|
(91
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
||||||
Net cash provided by (used in) financing activities
|
4,380
|
|
|
(135,792
|
)
|
|
49,669
|
|
|
(6,405
|
)
|
|
—
|
|
|
(88,148
|
)
|
||||||
Decrease in cash and cash equivalents
|
—
|
|
|
(28,368
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,368
|
)
|
||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
131,259
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131,259
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
102,891
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
102,891
|
|
|
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
|
$
|
(510,720
|
)
|
|
$
|
(505,493
|
)
|
|
$
|
(407,556
|
)
|
|
$
|
(1,526
|
)
|
|
$
|
914,575
|
|
|
$
|
(510,720
|
)
|
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
—
|
|
|
1,530
|
|
|
85,737
|
|
|
—
|
|
|
—
|
|
|
87,267
|
|
||||||
Amortization of debt issuance costs/discount
|
—
|
|
|
9,771
|
|
|
—
|
|
|
190
|
|
|
—
|
|
|
9,961
|
|
||||||
Provision for doubtful accounts
|
—
|
|
|
—
|
|
|
1,103
|
|
|
—
|
|
|
—
|
|
|
1,103
|
|
||||||
Gain on sale of assets or stations
|
—
|
|
|
—
|
|
|
(95,695
|
)
|
|
—
|
|
|
—
|
|
|
(95,695
|
)
|
||||||
Impairment of intangible assets and goodwill
|
—
|
|
|
—
|
|
|
604,965
|
|
|
—
|
|
|
—
|
|
|
604,965
|
|
||||||
Deferred income taxes
|
(3,484
|
)
|
|
(65,292
|
)
|
|
41,963
|
|
|
(1,018
|
)
|
|
—
|
|
|
(27,831
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
2,948
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,948
|
|
||||||
Gain on early extinguishment of debt
|
—
|
|
|
(8,017
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,017
|
)
|
||||||
Earnings (loss) from consolidated subsidiaries
|
505,493
|
|
|
407,556
|
|
|
1,526
|
|
|
—
|
|
|
(914,575
|
)
|
|
—
|
|
||||||
Changes in assets and liabilities
|
—
|
|
|
361,825
|
|
|
(392,415
|
)
|
|
2,354
|
|
|
—
|
|
|
(28,236
|
)
|
||||||
Net cash (used in) provided by operating activities
|
(8,711
|
)
|
|
204,828
|
|
|
(160,372
|
)
|
|
—
|
|
|
—
|
|
|
35,745
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from sale of assets or stations
|
—
|
|
|
—
|
|
|
106,935
|
|
|
—
|
|
|
—
|
|
|
106,935
|
|
||||||
Restricted cash
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
||||||
Capital expenditures
|
—
|
|
|
(2,276
|
)
|
|
(20,761
|
)
|
|
—
|
|
|
—
|
|
|
(23,037
|
)
|
||||||
Net cash (used in) provided by investing activities
|
—
|
|
|
(2,320
|
)
|
|
86,174
|
|
|
—
|
|
|
—
|
|
|
83,854
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intercompany transactions, net
|
8,708
|
|
|
(82,906
|
)
|
|
74,198
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repayments of borrowings under revolving credit facilities
|
—
|
|
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
||||||
Proceeds from exercise of warrants
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Net cash provided by (used in) financing activities
|
8,711
|
|
|
(102,906
|
)
|
|
74,198
|
|
|
—
|
|
|
—
|
|
|
(19,997
|
)
|
||||||
Increase in cash and cash equivalents
|
—
|
|
|
99,602
|
|
|
|
|
|
—
|
|
|
—
|
|
|
99,602
|
|
||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
31,657
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,657
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
131,259
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
131,259
|
|
|
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
|
$
|
(546,494
|
)
|
|
$
|
(541,253
|
)
|
|
$
|
(424,877
|
)
|
|
$
|
(1,349
|
)
|
|
$
|
967,479
|
|
|
$
|
(546,494
|
)
|
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
—
|
|
|
1,525
|
|
|
100,580
|
|
|
—
|
|
|
—
|
|
|
102,105
|
|
||||||
Amortization of debt issuance costs/discounts
|
—
|
|
|
9,351
|
|
|
—
|
|
|
190
|
|
|
—
|
|
|
9,541
|
|
||||||
Provision for doubtful accounts
|
—
|
|
|
—
|
|
|
4,501
|
|
|
—
|
|
|
—
|
|
|
4,501
|
|
||||||
Gain on sale of assets or stations
|
—
|
|
|
—
|
|
|
2,856
|
|
|
—
|
|
|
—
|
|
|
2,856
|
|
||||||
Impairment of intangible assets and goodwill
|
—
|
|
|
—
|
|
|
565,584
|
|
|
—
|
|
|
—
|
|
|
565,584
|
|
||||||
Impairment charges - equity interest in Pulser Media Inc.
|
—
|
|
|
—
|
|
|
19,364
|
|
|
—
|
|
|
—
|
|
|
19,364
|
|
||||||
Deferred income taxes
|
(3,494
|
)
|
|
(77,584
|
)
|
|
33,716
|
|
|
(900
|
)
|
|
—
|
|
|
(48,262
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
21,033
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,033
|
|
||||||
Gain on early extinguishment of debt
|
—
|
|
|
(13,222
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,222
|
)
|
||||||
Earnings from consolidated subsidiaries
|
541,253
|
|
|
424,877
|
|
|
1,349
|
|
|
—
|
|
|
(967,479
|
)
|
|
—
|
|
||||||
Changes in assets and liabilities
|
—
|
|
|
306,482
|
|
|
(343,115
|
)
|
|
2,059
|
|
|
—
|
|
|
(34,574
|
)
|
||||||
Net cash (used in) provided by operating activities
|
(8,735
|
)
|
|
131,209
|
|
|
(40,042
|
)
|
|
—
|
|
|
—
|
|
|
82,432
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Restricted cash
|
—
|
|
|
2,074
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,074
|
|
||||||
Capital expenditures
|
—
|
|
|
(2,557
|
)
|
|
(16,679
|
)
|
|
—
|
|
|
—
|
|
|
(19,236
|
)
|
||||||
Proceeds from exchange of assets or stations
|
—
|
|
|
—
|
|
|
9,201
|
|
|
—
|
|
|
—
|
|
|
9,201
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(483
|
)
|
|
(7,478
|
)
|
|
—
|
|
|
—
|
|
|
(7,961
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Intercompany transactions, net
|
8,727
|
|
|
(56,244
|
)
|
|
47,517
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repayment of borrowings under term loans and revolving credit facilities
|
—
|
|
|
(50,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,000
|
)
|
||||||
Tax withholding payments on behalf of employees
|
—
|
|
|
(93
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
||||||
Proceeds from exercise of warrants
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||
Net cash provided by (used in) financing activities
|
8,735
|
|
|
(106,337
|
)
|
|
47,517
|
|
|
—
|
|
|
—
|
|
|
(50,085
|
)
|
||||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
24,389
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
24,386
|
|
||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
7,268
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
7,271
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
31,657
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,657
|
|
|
As of December 31, 2017
|
||
Assets
|
|
||
Current assets:
|
|
||
Cash and cash equivalents
|
$
|
102,891
|
|
Restricted cash
|
8,999
|
||
Accounts receivable, less allowance for doubtful accounts of $4,322
|
235,247
|
||
Trade receivable
|
4,224
|
||
Prepaid expenses and other current assets
|
42,259
|
||
Total current assets
|
393,620
|
|
|
Property and equipment, net
|
191,604
|
||
Other intangible assets, net
|
82,994
|
||
Goodwill
|
135,214
|
||
Investment in non-filing entities
|
1,203,809
|
||
Other assets
|
20,078
|
||
Total assets
|
$
|
2,027,319
|
|
Liabilities and Stockholders’ Deficit
|
|
||
Current liabilities:
|
|
||
Accounts payable and accrued expenses
|
$
|
36,157
|
|
Total current liabilities not subject to compromise
|
36,157
|
|
|
Other liabilities
|
54
|
||
Total liabilities not subject to compromise
|
36,211
|
|
|
Liabilities subject to compromise
|
2,687,223
|
||
Total liabilities
|
2,723,434
|
|
|
Stockholders’ deficit:
|
|
||
Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 32,031,952 shares issued, and 29,225,765 shares outstanding
|
320
|
||
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding
|
1
|
||
Treasury stock, at cost, 2,806,187 shares
|
(229,310)
|
||
Additional paid-in-capital
|
1,626,428
|
||
Accumulated deficit
|
(2,093,554)
|
||
Total stockholders’ deficit
|
(696,115
|
)
|
|
Total liabilities and stockholders’ deficit
|
$
|
2,027,319
|
|
|
Twelve Months Ended December 31, 2017
|
||
Net revenue
|
$
|
1,135,662
|
|
Operating expenses:
|
|
||
Content costs
|
402,978
|
||
Selling, general & administrative expenses
|
475,116
|
||
Depreciation and amortization
|
62,239
|
||
LMA fees
|
10,884
|
||
Corporate expenses (including stock-based compensation expense of $1,614)
|
59,062
|
||
Gain on sale of assets or stations
|
(2,499)
|
||
Total operating expenses
|
1,007,780
|
|
|
Operating income
|
127,882
|
|
|
Non-operating expense:
|
|
||
Reorganization items, net
|
(31,603)
|
||
Interest expense
|
(126,816)
|
||
Loss on early extinguishment of debt
|
(1,063)
|
||
Other expense, net
|
(363)
|
||
Total non-operating expense, net
|
(159,845
|
)
|
|
Loss before income taxes
|
(31,963)
|
|
|
Income tax benefit
|
66,288
|
||
Equity in earnings of non-filing entities
|
(240,890)
|
||
Net income
|
$
|
(206,565
|
)
|
|
Twelve Months Ended December 31, 2017
|
||
Cash flows from operating activities:
|
|
||
Net loss
|
$
|
(206,565
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
||
Depreciation and amortization
|
62,239
|
||
Amortization of debt issuance costs/discounts
|
9,394
|
||
Provision for doubtful accounts
|
5,807
|
||
Gain on sale of assets or stations
|
(2,499)
|
||
Non-cash reorganization items
|
25,921
|
||
Deferred income taxes
|
(70,788)
|
||
Stock-based compensation expense
|
1,614
|
||
Loss on early extinguishment of debt
|
1,063
|
||
Equity in earnings of non-filing entities
|
240,890
|
||
Changes in assets and liabilities (excluding acquisitions and dispositions):
|
19,520
|
||
Net cash provided by operating activities
|
86,596
|
|
|
Cash flows from investing activities:
|
|
||
Proceeds from sale of assets or stations
|
6,090
|
||
Restricted cash
|
(974)
|
||
Capital expenditures
|
(31,932)
|
||
Net cash used in investing activities
|
(26,816
|
)
|
|
Cash flows from financing activities:
|
|
||
Repayment of borrowings under term loans and revolving credit facilities
|
(81,652)
|
||
Adequate protection payments on term loan
|
(6,405)
|
||
Deferred financing costs
|
(91)
|
||
Net cash used in financing activities
|
(88,148
|
)
|
|
Decrease in cash and cash equivalents
|
(28,368)
|
||
Cash and cash equivalents at beginning of period
|
131,259
|
||
Cash and cash equivalents at end of period
|
$
|
102,891
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
|
Radio Station Group
|
|
Westwood One
|
|
Corporate and Other
|
|
Consolidated
|
||||||||
Net revenue
|
|
$
|
786,963
|
|
|
$
|
346,165
|
|
|
$
|
2,534
|
|
|
$
|
1,135,662
|
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
|
Radio Station Group
|
|
Westwood One
|
|
Corporate and Other
|
|
Consolidated
|
||||||||
Net revenue
|
|
$
|
802,396
|
|
|
$
|
336,610
|
|
|
$
|
2,394
|
|
|
$
|
1,141,400
|
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
|
Radio Station Group
|
|
Westwood One
|
|
Corporate and Other
|
|
Consolidated
|
||||||||
Net revenue
|
|
$
|
796,383
|
|
|
$
|
368,968
|
|
|
$
|
3,328
|
|
|
$
|
1,168,679
|
|
|
Year Ended
December 31, |
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Adjusted EBITDA by segment
|
|
|
|
|
|
||||||
Radio Station Group
|
$
|
204,588
|
|
|
$
|
218,192
|
|
|
$
|
241,673
|
|
Westwood One
|
51,034
|
|
|
22,984
|
|
|
$
|
52,958
|
|
||
Segment Adjusted EBITDA
|
255,622
|
|
|
241,176
|
|
|
294,631
|
|
|||
Adjustments
|
|
|
|
|
|
||||||
Corporate and other
|
(37,871
|
)
|
|
(35,309
|
)
|
|
$
|
(35,486
|
)
|
||
Income tax benefit
|
163,726
|
|
|
26,154
|
|
|
45,840
|
|
|||
Non-operating expense, including net interest expense
|
(127,179
|
)
|
|
(136,102
|
)
|
|
(127,041
|
)
|
|||
LMA fees
|
(10,884
|
)
|
|
(12,824
|
)
|
|
(10,129
|
)
|
|||
Depreciation and amortization
|
(62,239
|
)
|
|
(87,267
|
)
|
|
(102,105
|
)
|
|||
Stock-based compensation expense
|
(1,614
|
)
|
|
(2,948
|
)
|
|
(21,035
|
)
|
|||
Gain (loss) on sale of assets or stations
|
2,499
|
|
|
95,695
|
|
|
(2,856
|
)
|
|||
Reorganization items, net
|
(31,603
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of intangible assets
|
(335,909
|
)
|
|
(604,965
|
)
|
|
(565,580
|
)
|
|||
Impairment charges - equity interest in Pulser Media, Inc.
|
—
|
|
|
—
|
|
|
(19,364
|
)
|
|||
Acquisition-related and restructuring costs
|
(19,492
|
)
|
|
(1,817
|
)
|
|
(16,641
|
)
|
|||
Franchise and state taxes
|
(558
|
)
|
|
(530
|
)
|
|
50
|
|
|||
(Loss) gain on early extinguishment of debt
|
(1,063
|
)
|
|
8,017
|
|
|
13,222
|
|
|||
Consolidated net loss
|
$
|
(206,565
|
)
|
|
$
|
(510,720
|
)
|
|
$
|
(546,494
|
)
|
Fiscal Year
|
|
Balance at
Beginning
of Year
|
|
Charged to Costs and Expenses
|
|
Deductions
|
|
Balance
at End
of Year
|
||||||||
Allowance for doubtful accounts
|
|
|
|
|
|
|
|
|
||||||||
2017
|
|
$
|
4,691
|
|
|
$
|
5,808
|
|
|
$
|
(6,177
|
)
|
|
$
|
4,322
|
|
2016
|
|
$
|
4,923
|
|
|
$
|
1,103
|
|
|
$
|
(1,335
|
)
|
|
$
|
4,691
|
|
2015
|
|
$
|
6,004
|
|
|
$
|
4,501
|
|
|
$
|
(5,582
|
)
|
|
$
|
4,923
|
|
Valuation allowance on deferred taxes
|
|
|
|
|
|
|
|
|
||||||||
2017
|
|
$
|
17,205
|
|
|
$
|
58,255
|
|
|
$
|
—
|
|
|
$
|
75,460
|
|
2016
|
|
$
|
17,173
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
17,205
|
|
2015
|
|
$
|
18,991
|
|
|
$
|
517
|
|
|
$
|
(2,335
|
)
|
|
$
|
17,173
|
|
A)
|
two and one-half (2.5), if such termination occurs during the Initial Term; or
|
B)
|
two (2), if such termination occurs during any Renewal Term;
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
116,675
|
|
|
$
|
127,980
|
|
|
$
|
130,559
|
|
|
$
|
134,680
|
|
|
$
|
166,110
|
|
Amortization of debt discount and debt interest costs
|
9,394
|
|
|
9,961
|
|
|
9,541
|
|
|
9,493
|
|
|
9,919
|
|
|||||
Total fixed charges
|
$
|
126,069
|
|
|
$
|
137,941
|
|
|
$
|
140,100
|
|
|
$
|
144,173
|
|
|
$
|
176,029
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings available for fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Pre-tax income (loss) from continuing operations before adjustment for income or loss from equity investees
|
$
|
(370,291
|
)
|
|
$
|
(536,874
|
)
|
|
$
|
(592,334
|
)
|
|
$
|
22,023
|
|
|
$
|
(24,851
|
)
|
Add: fixed charges
|
126,069
|
|
|
137,941
|
|
|
140,100
|
|
|
144,173
|
|
|
176,029
|
|
|||||
Less: preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,676
|
)
|
|||||
Total earnings available for fixed charges
|
$
|
(244,222
|
)
|
|
$
|
(398,933
|
)
|
|
$
|
(452,234
|
)
|
|
$
|
166,196
|
|
|
$
|
140,502
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
*
|
|
*
|
|
*
|
|
1.15
|
|
|
*
|
2-L Corporation
|
Louisiana
|
Atlanta Radio, LLC
|
Delaware
|
Broadcast Software International
|
Nevada
|
Catalyst Media, Inc.
|
Delaware
|
Chicago FM Radio Assets, LLC
|
Delaware
|
Chicago Radio Assets, LLC
|
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 Intermediate Holdings Inc.
|
Delaware
|
Cumulus Licensing LLC
|
Nevada
|
Cumulus Media Holdings Inc
|
Delaware
|
Cumulus Network Holdings Inc.
|
Delaware
|
Cumulus Radio Corporation
|
Nevada
|
Deer Point Tower Venture, LLC
|
Delaware
|
Detroit Radio, LLC
|
Delaware
|
Dial Communications Global Media, LLC
|
Delaware
|
Incentrev-Radio Half Off, LLC
|
Delaware
|
222 JV Clear Channel
|
Delaware
|
KLIF Broadcasting, Inc.
|
Nevada
|
KLIF Lico, Inc.
|
Nevada
|
KLOS-FM Radio Assets, LLC
|
Delaware
|
KPLX Lico, Inc.
|
Nevada
|
LA Radio, LLC
|
Delaware
|
Minneapolis Radio Assets, LLC
|
Delaware
|
NASH Country, LLC
|
Delaware
|
Nashville Radio Tower Joint Venture
|
Delaware
|
NY Radio Assets, LLC
|
Delaware
|
POP Radio, LP
|
Delaware
|
Radar/Cumulus Entertainment LLC
|
Delaware
|
Radio Assets, LLC
|
Delaware
|
Radio License Holdings LLC
|
Delaware
|
Radio License Holding CBC, LLC
|
Delaware
|
Radio License Holding SRC LLC
|
Delaware
|
Radio Metroplex, Inc.
|
Nevada
|
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
|
WBAP-KSCS Assets, LLC
|
Delaware
|
Westwood One, Inc.
|
Delaware
|
Westwood One Radio Networks, Inc
|
California
|
WPLJ Radio, 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 28, 2018
|
By:
|
|
/s/ Mary G. Berner
|
|
|
|
Mary G. Berner
|
|
|
|
Title: 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 28, 2018
|
By:
|
|
/s/ John Abbot
|
|
|
|
John Abbot
|
|
|
|
Executive Vice President, Treasurer and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
|
/s/ Mary G. Berner
|
||
|
Name:
|
|
Mary G. Berner
|
|
Title:
|
|
President and Chief Executive Officer
|
|
|
||
|
/s/ John Abbot
|
||
|
Name:
|
|
John Abbot
|
|
Title:
|
|
Executive Vice President, Treasurer and Chief Financial Officer
|