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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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82-5134717
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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¨
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Accelerated filer
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þ
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|||
Non-accelerated filer
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¨
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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.
|
Business
|
•
|
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, a media and telecommunications advisory services firm; and
|
•
|
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 ("Nielsen") Market Report.
|
•
|
enhancing operating performance to drive cash flow generation through the execution of a range of initiatives across both our radio station and network platforms to maintain or grow market share, reduce costs and improve efficiency;
|
•
|
expanding high growth digital businesses in local marketing services and new audio formats such as podcasting and streaming; and
|
•
|
optimizing our asset portfolio by taking advantage of opportunities to strengthen our position in markets where we are, or can become, leaders and to exit markets or dispose of assets that are not supportive of our objectives if we can do so accretively.
|
Automotive
|
|
General services
|
|
Restaurants
|
Entertainment
|
|
Home products
|
|
Retail
|
Financial
|
|
Professional services
|
|
Telecommunications/Media
|
•
|
a station's share of audiences and the demographic groups targeted by advertisers (as measured by ratings surveys);
|
•
|
the supply and demand for radio advertising time and for time targeted at particular demographic groups in a given market; and
|
•
|
certain additional qualitative factors, such as the brand loyalty of listeners to a specific station.
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Market
|
|
Stations
|
|
Abilene, TX
|
|
4
|
|
Albany, GA
|
|
5
|
|
Albuquerque, NM
|
|
8
|
|
Allentown, PA
|
|
6
|
|
Amarillo, TX
|
|
6
|
|
Ann Arbor, MI
|
|
4
|
Market
|
|
Stations
|
|
Appleton, WI / Green Bay, MI
|
|
10
|
|
Atlanta, GA
|
|
3
|
|
Baton Rouge, LA
|
|
5
|
|
Beaumont, TX
|
|
5
|
|
Birmingham, AL
|
|
6
|
|
Bloomington, IL
|
|
5
|
|
Boise, ID
|
|
6
|
|
Buffalo, NY
|
|
5
|
|
Charleston, SC
|
|
5
|
|
Chattanooga, TN
|
|
4
|
|
Chicago, IL
|
|
3
|
|
Cincinnati, OH
|
|
5
|
|
Colorado Springs, CO
|
|
6
|
|
Columbia, MO
|
|
7
|
|
Columbia, SC
|
|
5
|
|
Columbus-Starkville, MS
|
|
5
|
|
Dallas, TX
|
|
8
|
|
Des Moines, IA
|
|
5
|
|
Detroit, MI
|
|
3
|
|
Erie, PA
|
|
4
|
|
Eugene, OR
|
|
6
|
|
Fayetteville, AR
|
|
7
|
|
Fayetteville, NC
|
|
4
|
|
Flint, MI
|
|
5
|
|
Florence, SC
|
|
8
|
|
Fort Smith, AR
|
|
3
|
|
Fresno, CA
|
|
5
|
|
Ft. Walton Beach, FL
|
|
5
|
|
Grand Rapids, MI
|
|
5
|
|
Harrisburg, PA
|
|
5
|
|
Houston, TX
|
|
1
|
|
Huntsville, AL
|
|
6
|
|
Indianapolis, IN
|
|
6
|
|
Johnson City, TN
|
|
5
|
|
Kansas City, MO-KS
|
|
6
|
|
Knoxville, TN
|
|
4
|
|
Kokomo, IN
|
|
1
|
|
Lafayette, LA
|
|
5
|
|
Lake Charles, LA
|
|
6
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Market
|
|
Stations
|
|
Lancaster, PA
|
|
2
|
|
Lexington, KY
|
|
6
|
|
Little Rock, AR
|
|
6
|
|
Los Angeles, CA
|
|
1
|
|
Macon, GA
|
|
6
|
|
Melbourne, FL
|
|
4
|
|
Memphis, TN
|
|
4
|
|
Minneapolis, MN
|
|
5
|
|
Mobile, AL
|
|
5
|
|
Modesto, CA / Stockton, CA
|
|
8
|
|
Montgomery, AL
|
|
6
|
|
Muncie, IN
|
|
2
|
|
Muskegon, MI
|
|
5
|
|
Myrtle Beach, SC
|
|
5
|
|
Nashville, TN
|
|
5
|
|
New London, CT
|
|
3
|
|
New Orleans, LA
|
|
4
|
|
New York, NY
|
|
2
|
|
Oklahoma City, OK
|
|
7
|
|
Oxnard-Ventura, CA / Santa Barbara, CA
|
|
5
|
|
Pensacola, FL
|
|
5
|
|
Peoria, IL
|
|
5
|
|
Providence, RI
|
|
6
|
|
Reno, NV
|
|
4
|
|
Saginaw, MI
|
|
4
|
|
Salt Lake City, UT
|
|
6
|
|
San Francisco, CA
|
|
7
|
|
Savannah, GA
|
|
6
|
|
Shreveport, LA
|
|
5
|
|
Syracuse, NY
|
|
3
|
|
Tallahassee, FL
|
|
5
|
|
Toledo, OH
|
|
5
|
|
Topeka, KS
|
|
7
|
|
Tucson, AZ
|
|
5
|
|
Washington, DC
|
|
2
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|
Westchester, NY
|
|
1
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|
Wichita Falls, TX
|
|
4
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|
Wilkes-Barre, PA
|
|
6
|
|
Wilmington, NC
|
|
5
|
|
Worcester, MA
|
|
3
|
|
York, PA
|
|
4
|
|
Youngstown, OH
|
|
8
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Name
|
|
Age
|
|
Position(s)
|
Mary G. Berner
|
|
60
|
|
President and Chief Executive Officer
|
John Abbot
|
|
57
|
|
Executive Vice President, Treasurer and Chief Financial Officer
|
Richard S. Denning
|
|
53
|
|
Executive Vice President, General Counsel and Secretary
|
Suzanne M. Grimes
|
|
61
|
|
Executive Vice President of Corporate Marketing and President of Westwood One
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Dave Milner
|
|
51
|
|
Executive Vice President of Operations
|
Bob Walker
|
|
59
|
|
Executive Vice President of Operations
|
Item 1A.
|
Risk Factors
|
•
|
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 Spotify and 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.
|
•
|
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.
|
•
|
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.
|
•
|
the total number of shares of Class A common stock available to trade and the low trading volume of the stock;
|
•
|
the total amount of our indebtedness and our ability to service that debt;
|
•
|
conditions and trends in the radio broadcasting industry;
|
•
|
actual or anticipated variations in our operating results, including audience share ratings and financial results;
|
•
|
estimates of our future performance and/or operations;
|
•
|
changes in financial estimates by securities analysts;
|
•
|
technological innovations;
|
•
|
competitive developments;
|
•
|
adoption of new accounting standards affecting companies in general or affecting companies in the radio broadcasting industry in particular; and
|
•
|
general market conditions and other factors.
|
•
|
our achievement of certain expected revenue results, including as a result of factors or events that are unexpected or otherwise outside of our control;
|
•
|
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 intangible assets and the effects of any material impairment of our 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
|
Item 6.
|
Selected Financial Data
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Successor Company
|
|
|
Predecessor Company
|
|
|
Non-GAAP
|
|
|
Non-GAAP
|
|||||||||||||||
|
Year ended December 31,
|
|
Period from June 4, 2018 through December 31,
|
|
|
Period from January 1, 2018 through June 3,
|
|
|
Combined Year Ended December 31,
|
|
|
2019 vs 2018 Change
|
|||||||||||||
|
2019
|
|
2018
|
|
|
2018
|
|
|
2018
|
|
|
$
|
|
%
|
|||||||||||
STATEMENT OF OPERATIONS DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net revenue
|
$
|
1,113,445
|
|
|
$
|
686,436
|
|
|
|
$
|
453,924
|
|
|
|
$
|
1,140,360
|
|
|
|
$
|
(26,915
|
)
|
|
-2.4
|
%
|
Content costs
|
405,653
|
|
|
238,888
|
|
|
|
163,885
|
|
|
|
402,773
|
|
|
|
2,880
|
|
|
0.7
|
%
|
|||||
Selling, general & administrative expenses
|
461,218
|
|
|
276,551
|
|
|
|
195,278
|
|
|
|
471,829
|
|
|
|
(10,611
|
)
|
|
-2.2
|
%
|
|||||
Depreciation and amortization
|
52,554
|
|
|
34,060
|
|
|
|
22,046
|
|
|
|
56,106
|
|
|
|
(3,552
|
)
|
|
-6.3
|
%
|
|||||
Local marketing agreement fees
|
3,500
|
|
|
2,471
|
|
|
|
1,809
|
|
|
|
4,280
|
|
|
|
(780
|
)
|
|
-18.2
|
%
|
|||||
Corporate expenses
|
57,988
|
|
|
31,714
|
|
|
|
17,169
|
|
|
|
48,883
|
|
|
|
9,105
|
|
|
18.6
|
%
|
|||||
(Gain) loss on sale of assets or stations
|
(55,403
|
)
|
|
103
|
|
|
|
158
|
|
|
|
261
|
|
|
|
(55,664
|
)
|
|
N/A
|
|
|||||
Impairment of assets held for sale
|
6,165
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,165
|
|
|
N/A
|
|
|||||
Impairment of intangible assets
|
15,563
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
15,563
|
|
|
N/A
|
|
|||||
Operating income
|
166,207
|
|
|
102,649
|
|
|
|
53,579
|
|
|
|
156,228
|
|
|
|
9,979
|
|
|
6.4
|
%
|
|||||
Reorganization items, net
|
—
|
|
|
—
|
|
|
|
466,201
|
|
|
|
466,201
|
|
|
|
(466,201
|
)
|
|
-100.0
|
%
|
|||||
Interest expense
|
(82,916
|
)
|
|
(50,718
|
)
|
|
|
(260
|
)
|
|
|
(50,978
|
)
|
|
|
(31,938
|
)
|
|
62.7
|
%
|
|||||
Interest income
|
25
|
|
|
36
|
|
|
|
50
|
|
|
|
86
|
|
|
|
(61
|
)
|
|
-70.9
|
%
|
|||||
Gain (loss) on early extinguishment of debt
|
381
|
|
|
201
|
|
|
|
—
|
|
|
|
201
|
|
|
|
180
|
|
|
89.6
|
%
|
|||||
Other expense, net
|
(177
|
)
|
|
(3,096
|
)
|
|
|
(273
|
)
|
|
|
(3,369
|
)
|
|
|
3,192
|
|
|
-94.7
|
%
|
|||||
Income from continuing operations before income taxes
|
83,520
|
|
|
49,072
|
|
|
|
519,297
|
|
|
|
568,369
|
|
|
|
(484,849
|
)
|
|
-85.3
|
%
|
|||||
Income tax (expense) benefit
|
(22,263
|
)
|
|
12,353
|
|
|
|
176,859
|
|
|
|
189,212
|
|
|
|
(211,475
|
)
|
|
-111.8
|
%
|
|||||
Net income
|
$
|
61,257
|
|
|
$
|
61,425
|
|
|
|
$
|
696,156
|
|
|
|
$
|
757,581
|
|
|
|
$
|
(696,324
|
)
|
|
-91.9
|
%
|
OTHER DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Adjusted EBITDA
|
$
|
212,988
|
|
|
$
|
153,835
|
|
|
|
$
|
80,512
|
|
|
|
$
|
234,347
|
|
|
|
$
|
(21,359
|
)
|
|
-9.1
|
%
|
|
Successor Company
|
|
|
Predecessor Company
|
|
|
Non-GAAP
|
|
|
Non-GAAP
|
||||||||||||
|
Year Ended December 31, 2019
|
|
Period from June 4, 2018 through December 31, 2018
|
|
|
Period from January 1, 2018 through June 3, 2018
|
|
|
Combined
Year Ended December 31, 2018
|
|
|
2019 vs 2018
$ Change
|
||||||||||
Term Loan due 2022
|
$
|
51,332
|
|
|
$
|
50,028
|
|
|
|
$
|
—
|
|
|
|
$
|
50,028
|
|
|
|
$
|
1,304
|
|
Term Loan due 2026
|
7,925
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,925
|
|
|||||
6.75% Senior Notes
|
17,344
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
17,344
|
|
|||||
Other, including debt issue cost amortization
|
6,315
|
|
|
690
|
|
|
|
260
|
|
|
|
950
|
|
|
|
5,365
|
|
|||||
Interest expense
|
$
|
82,916
|
|
|
$
|
50,718
|
|
|
|
$
|
260
|
|
|
|
$
|
50,978
|
|
|
|
$
|
31,938
|
|
|
Successor Company
|
|
|
Predecessor Company
|
|
|
Non-GAAP
|
||||||||||
|
Year Ended December 31, 2019
|
|
Period from June 4, 2018 through December 31, 2018
|
|
|
Period from January 1, 2018 through June 3, 2018
|
|
|
Combined Year Ended December 31, 2018
|
||||||||
GAAP net income
|
$
|
61,257
|
|
|
$
|
61,425
|
|
|
|
$
|
696,156
|
|
|
|
$
|
757,581
|
|
Income tax expense (benefit)
|
22,263
|
|
|
(12,353
|
)
|
|
|
(176,859
|
)
|
|
|
(189,212
|
)
|
||||
Non-operating expenses, including net interest expense
|
83,068
|
|
|
53,777
|
|
|
|
483
|
|
|
|
54,260
|
|
||||
Local marketing agreement fees
|
3,500
|
|
|
2,471
|
|
|
|
1,809
|
|
|
|
4,280
|
|
||||
Depreciation and amortization
|
52,554
|
|
|
34,060
|
|
|
|
22,046
|
|
|
|
56,106
|
|
||||
Stock-based compensation expense
|
5,301
|
|
|
3,404
|
|
|
|
231
|
|
|
|
3,635
|
|
||||
(Gain) loss on sale of assets or stations
|
(55,403
|
)
|
|
103
|
|
|
|
158
|
|
|
|
261
|
|
||||
Impairment of assets held for sale
|
6,165
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
||||
Impairment of intangibles
|
15,563
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
||||
Reorganization items, net
|
—
|
|
|
—
|
|
|
|
(466,201
|
)
|
|
|
(466,201
|
)
|
||||
Restructuring costs
|
18,315
|
|
|
11,194
|
|
|
|
2,455
|
|
|
|
13,649
|
|
||||
Franchise taxes
|
786
|
|
|
(45
|
)
|
|
|
234
|
|
|
|
189
|
|
||||
Gain on early extinguishment of debt
|
(381
|
)
|
|
(201
|
)
|
|
|
—
|
|
|
|
(201
|
)
|
||||
Adjusted EBITDA
|
$
|
212,988
|
|
|
$
|
153,835
|
|
|
|
$
|
80,512
|
|
|
|
$
|
234,347
|
|
Year
|
|
Price
|
|
2022
|
|
103.7500
|
%
|
2023
|
|
101.6875
|
%
|
2024 and thereafter
|
|
100.0000
|
%
|
|
Successor Company
|
|
|
Predecessor Company
|
|
|
Non-GAAP
|
||||||||||
|
Year Ended December 31, 2019
|
|
Period from June 4, 2018 through December 31, 2018
|
|
|
Period from January 1, 2018 through June 3, 2018
|
|
|
Combined Year Ended December 31, 2018
|
||||||||
Repayments of borrowings under the Term Loan due 2022
|
$
|
1,242,918
|
|
|
$
|
56,500
|
|
|
|
$
|
—
|
|
|
|
$
|
56,500
|
|
Adequate protection payments on the Predecessor Term Loan
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
37,802
|
|
|
|
$
|
37,802
|
|
Repayments of borrowings under Term Loan due 2026
|
$
|
1,313
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Interest payments
|
$
|
76,846
|
|
|
$
|
49,785
|
|
|
|
$
|
—
|
|
|
|
$
|
49,785
|
|
Capital expenditures
|
$
|
29,469
|
|
|
$
|
15,684
|
|
|
|
$
|
14,019
|
|
|
|
$
|
29,703
|
|
|
Successor Company
|
|
|
Predecessor Company
|
|
|
Non-GAAP
|
||||||||||
(Dollars in thousands)
|
Year Ended December 31, 2019
|
|
Period from June 4, 2018 through December 31, 2018
|
|
|
Period from January 1, 2018 through June 3, 2018
|
|
|
Combined Year Ended December 31, 2018
|
||||||||
Net cash provided by operating activities
|
$
|
104,270
|
|
|
$
|
32,398
|
|
|
|
$
|
29,132
|
|
|
|
$
|
61,530
|
|
|
Successor Company
|
|
|
Predecessor Company
|
|
|
Non-GAAP
|
||||||||||
(Dollars in thousands)
|
Year Ended December 31, 2019
|
|
Period from June 4, 2018 through December 31, 2018
|
|
|
Period from January 1, 2018 through June 3, 2018
|
|
|
Combined Year Ended December 31, 2018
|
||||||||
Net cash provided by (used in) investing activities
|
$
|
117,589
|
|
|
$
|
(33,098
|
)
|
|
|
$
|
(14,019
|
)
|
|
|
$
|
(47,117
|
)
|
|
Successor Company
|
|
|
Predecessor Company
|
|
|
Non-GAAP
|
||||||||||
(Dollars in thousands)
|
Year Ended December 31, 2019
|
|
Period from June 4, 2018 through December 31, 2018
|
|
|
Period from January 1, 2018 through June 3, 2018
|
|
|
Combined Year Ended December 31, 2018
|
||||||||
Net cash used in financing activities
|
$
|
(234,890
|
)
|
|
$
|
(57,613
|
)
|
|
|
$
|
(38,652
|
)
|
|
|
$
|
(96,265
|
)
|
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
|
557,298
|
|
|
$
|
25.46
|
|
|
829,091
|
|
Equity Compensation Plans Not Approved by Stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
557,298
|
|
|
$
|
25.46
|
|
|
829,091
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
|
|
|
|
First Amended Joint Plan of Reorganization of Cumulus Media Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (incorporated by reference to Exhibit 2.1 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on June 4, 2018)
|
|
|
|
|
|
Amended and Restated Certificate of Incorporation of Cumulus Media Inc. (incorporated by reference to Exhibit 3.1 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on June 4, 2018)
|
|
|
|
|
|
Amended and Restated Bylaws of Cumulus Media Inc. (incorporated by reference to Exhibit 3.2 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on June 4, 2018)
|
|
|
|
|
|
Form of Global Warrant Certificate (incorporated by reference to Exhibit 4.1 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on June 4, 2018)
|
|
|
|
|
|
Form of Class A common stock certificate (incorporated by reference to Exhibit 4.3 to Cumulus Media Inc.'s Registration Statement on Form S-8 filed with the SEC on June 4, 2018)
|
|
|
|
|
|
Indenture, dated as of June 26, 2019, by and among Cumulus Media New Holdings Inc., the guarantors party thereto, and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on June 26, 2019)
|
|
|
|
|
|
Form of 6.75% Senior Secured First Lien Note due 2026 (included in Exhibit 4.1 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on June 26, 2019)
|
|
|
|
|
|
Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
|
|
|
|
|
|
Form of Credit Agreement dated as of June 4, 2018, among Holdings, as borrower, the subsidiaries of Holdings party thereto as borrowers, Intermediate Holdings as guarantor, Wilmington Trust, National Association, as Administrative Agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on June 4, 2018)
|
|
|
|
|
|
Warrant Agreement, dated as of June 4, 2018, among the Company, Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 10.2 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on June 4, 2018)
|
|
|
|
|
10.3 *
|
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on June 4, 2018)
|
|
|
|
10.4 *
|
|
Cumulus Media Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on June 4, 2018)
|
|
|
|
10.5 *
|
|
Form of Restricted Stock Unit Agreement (Non-Senior Executive) (incorporated by reference to Exhibit 10.5 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on June 4, 2018)
|
|
|
|
10.6 *
|
|
Form of Restricted Stock Unit Agreement (Senior Executive) (incorporated by reference to Exhibit 10.6 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on June 4, 2018)
|
|
|
|
10.7 *
|
|
Form of Restricted Stock Unit Agreement (Director) (incorporated by reference to Exhibit 10.7 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on June 4, 2018)
|
|
|
|
10.8 *
|
|
Form of Stock Option Agreement (Non-Senior Executive) (incorporated by reference to Exhibit 10.8 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on June 4, 2018)
|
|
|
|
10.9 *
|
|
Form of Stock Option Agreement (Senior Executive) (incorporated by reference to Exhibit 10.9 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on June 4, 2018)
|
|
|
|
10.10 *
|
|
Form of Stock Option Agreement (Director) (incorporated by reference to Exhibit 10.10 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on June 4, 2018)
|
|
|
|
|
Credit Agreement, dated as of August 17, 2018, among certain subsidiaries of Cumulus Media New Holdings Inc., as borrowers, certain lenders, Cumulus Media Intermediate Inc., as a guarantor, and Deutsche Bank AG New York Branch, as a lender and Administrative Agent (incorporated by reference to Exhibit 10.11 to Cumulus Media Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 20, 2018)
|
|
|
|
|
|
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)
|
|
|
|
|
|
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)
|
|
|
|
|
|
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 November 8, 2016)
|
|
|
|
|
|
Third Amendment to Employment Agreement, dated October 25, 2017, by and between Cumulus Media Inc. and Richard S. Denning (incorporated by reference to Exhibit 10.18 to Cumulus Media Inc.'s Annual Report on Form 10-K filed with the SEC on March 29, 2018)
|
|
|
|
|
|
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 filed with the SEC on March 16, 2017)
|
|
|
|
|
|
Amended and Restated Employment Agreement, dated October 25, 2017, by and between Cumulus Media Inc. and John Abbot (incorporated by reference to Exhibit 10.20 to Cumulus Media Inc.'s Annual Report on Form 10-K filed with the SEC on March 29, 2018)
|
|
|
|
|
|
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)
|
|
|
|
|
|
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)
|
|
|
|
|
|
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)
|
|
|
|
|
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)
|
|
|
|
|
|
Second Amendment to Employment Agreement, dated October 26, 2017, by and between Cumulus Media Inc. and Mary Berner (incorporated by reference to Exhibit 10.25 to Cumulus Media Inc.'s Annual Report on Form 10-K filed with the SEC on March 29, 2018)
|
|
|
|
|
|
Credit Agreement, dated as of September 26, 2019, among Cumulus Media New Holdings Inc., certain of Cumulus Media New Holding, Inc.'s other subsidiaries, certain lenders, Bank of America, N.A as administrative agent, and Bank of America, N.A., Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., Morgan Stanley Senior Funding, Inc., JPMorgan Chase Bank, N.A. and Fifth Third Bank as joint lead arrangers and bookrunners (incorporated by reference to Exhibit 10.1 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on October 1, 2019)
|
|
|
|
|
21.1 **
|
|
Subsidiaries.
|
|
|
|
23.1 **
|
|
Consents of PricewaterhouseCoopers LLP. (Successor and Predecessor Company)
|
|
|
|
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 Director
|
|
February 21, 2020
|
Mary G. Berner
|
|
|
|
|
|
|
|
|
|
/s/ John Abbot
|
|
Executive Vice President, Treasurer and Chief Financial Officer
|
|
February 21, 2020
|
John Abbot
|
|
|
|
|
|
|
|
|
|
/s/ Andrew W. Hobson
|
|
Director
|
|
February 21, 2020
|
Andy W. Hobson
|
|
|
|
|
|
|
|
|
|
/s/ David M. Baum
|
|
Director
|
|
February 21, 2020
|
David M. Baum
|
|
|
|
|
|
|
|
|
|
/s/ Matthew C. Blank
|
|
Director
|
|
February 21, 2020
|
Matthew C. Blank
|
|
|
|
|
|
|
|
|
|
/s/ Thomas H. Castro
|
|
Director
|
|
February 21, 2020
|
Thomas H. Castro
|
|
|
|
|
|
|
|
|
|
/s/ Joan Hogan Gillman
|
|
Director
|
|
February 21, 2020
|
Joan Hogan Gillman
|
|
|
|
|
|
|
|
|
|
/s/ Brian G. Kushner
|
|
Director
|
|
February 21, 2020
|
Brian G. Kushner
|
|
|
|
|
|
|
Page
|
(1)
|
Financial Statements
|
|
|
||
|
||
|
|
|
|
||
|
|
|
|
||
(2)
|
Financial Statement Schedule
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
15,142
|
|
|
$
|
27,584
|
|
Restricted cash
|
1,865
|
|
|
2,454
|
|
||
Accounts receivable, less allowance for doubtful accounts of $5,197 and $5,483 in 2019 and 2018, respectively
|
242,599
|
|
|
250,111
|
|
||
Trade receivable
|
2,790
|
|
|
3,390
|
|
||
Assets held for sale
|
87,000
|
|
|
80,000
|
|
||
Prepaid expenses and other current assets
|
31,285
|
|
|
31,452
|
|
||
Total current assets
|
380,681
|
|
|
394,991
|
|
||
Property and equipment, net
|
232,934
|
|
|
235,898
|
|
||
Operating lease right-of-use assets
|
143,436
|
|
|
—
|
|
||
Broadcast licenses
|
830,490
|
|
|
935,652
|
|
||
Other intangible assets, net
|
164,383
|
|
|
193,535
|
|
||
Other assets
|
9,408
|
|
|
15,076
|
|
||
Total assets
|
$
|
1,761,332
|
|
|
$
|
1,775,152
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
97,527
|
|
|
$
|
101,320
|
|
Current portion of operating lease liabilities
|
34,462
|
|
|
—
|
|
||
Trade payable
|
2,323
|
|
|
2,578
|
|
||
Current portion of term loan due 2022
|
—
|
|
|
13,000
|
|
||
Current portion of term loan due 2026
|
5,250
|
|
|
—
|
|
||
Total current liabilities
|
139,562
|
|
|
116,898
|
|
||
Term loan due 2022
|
—
|
|
|
1,230,299
|
|
||
Term loan due 2026, net of debt issuance costs of $5,007
|
513,431
|
|
|
—
|
|
||
6.75% senior notes, net of debt issuance costs of $6,938
|
493,062
|
|
|
—
|
|
||
Operating lease liabilities
|
111,184
|
|
|
—
|
|
||
Other liabilities
|
27,839
|
|
|
25,742
|
|
||
Deferred income taxes
|
21,038
|
|
|
12,384
|
|
||
Total liabilities
|
1,306,116
|
|
|
1,385,323
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Class A common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 15,750,097 and 12,995,080 shares issued; 15,681,439 and 12,995,080 outstanding as of December 31, 2019 and December 31, 2018, respectively
|
—
|
|
|
—
|
|
||
Convertible Class B common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 1,926,848 and 3,560,604 shares issued and outstanding as of December 31, 2019 and December 31, 2018 respectively
|
—
|
|
|
—
|
|
||
Treasury stock, at cost, 68,658 shares as of December 31, 2019
|
(1,171
|
)
|
|
—
|
|
||
Additional paid-in-capital
|
333,705
|
|
|
328,404
|
|
||
Retained earnings
|
122,682
|
|
|
61,425
|
|
||
Total stockholders' equity
|
455,216
|
|
|
389,829
|
|
||
Total liabilities and stockholders' equity
|
$
|
1,761,332
|
|
|
$
|
1,775,152
|
|
|
Successor Company
|
|
|
Predecessor Company
|
||||||||
|
December 31, 2019
|
|
Period from June 4, 2018 through December 31, 2018
|
|
|
Period from January 1, 2018 through June 3, 2018
|
||||||
Net revenue
|
$
|
1,113,445
|
|
|
$
|
686,436
|
|
|
|
$
|
453,924
|
|
Operating expenses:
|
|
|
|
|
|
|
||||||
Content costs
|
405,653
|
|
|
238,888
|
|
|
|
163,885
|
|
|||
Selling, general & administrative expenses
|
461,218
|
|
|
276,551
|
|
|
|
195,278
|
|
|||
Depreciation and amortization
|
52,554
|
|
|
34,060
|
|
|
|
22,046
|
|
|||
Local marketing agreement fees
|
3,500
|
|
|
2,471
|
|
|
|
1,809
|
|
|||
Corporate expenses
|
57,988
|
|
|
31,714
|
|
|
|
17,169
|
|
|||
(Gain) loss on sale of assets or stations
|
(55,403
|
)
|
|
103
|
|
|
|
158
|
|
|||
Impairment of assets held for sale
|
6,165
|
|
|
—
|
|
|
|
—
|
|
|||
Impairment of intangible assets
|
15,563
|
|
|
—
|
|
|
|
—
|
|
|||
Total operating expenses
|
947,238
|
|
|
583,787
|
|
|
|
400,345
|
|
|||
Operating income
|
166,207
|
|
|
102,649
|
|
|
|
53,579
|
|
|||
Non-operating (expense) income:
|
|
|
|
|
|
|
||||||
Reorganization items, net
|
—
|
|
|
—
|
|
|
|
466,201
|
|
|||
Interest expense
|
(82,916
|
)
|
|
(50,718
|
)
|
|
|
(260
|
)
|
|||
Interest income
|
25
|
|
|
36
|
|
|
|
50
|
|
|||
Gain on early extinguishment of debt
|
381
|
|
|
201
|
|
|
|
—
|
|
|||
Other expense, net
|
(177
|
)
|
|
(3,096
|
)
|
|
|
(273
|
)
|
|||
Total non-operating (expense) income, net
|
(82,687
|
)
|
|
(53,577
|
)
|
|
|
465,718
|
|
|||
Income before income taxes
|
83,520
|
|
|
49,072
|
|
|
|
519,297
|
|
|||
Income tax (expense) benefit
|
(22,263
|
)
|
|
12,353
|
|
|
|
176,859
|
|
|||
Net income
|
$
|
61,257
|
|
|
$
|
61,425
|
|
|
|
$
|
696,156
|
|
Basic and diluted earnings per common share (see Note 15, "Earnings Per Share"):
|
|
|
|
|
|
|
||||||
Basic: Earnings per share
|
$
|
3.04
|
|
|
$
|
3.07
|
|
|
|
$
|
23.73
|
|
Diluted: Earnings per share
|
$
|
3.02
|
|
|
$
|
3.05
|
|
|
|
$
|
23.73
|
|
Weighted average basic common shares outstanding
|
20,130,835
|
|
|
20,028,227
|
|
|
|
29,338,329
|
|
|||
Weighted average diluted common shares outstanding
|
20,284,137
|
|
|
20,164,638
|
|
|
|
29,338,329
|
|
|
Class A
Common Stock |
|
Class B Common Stock
|
|
Class C
Common Stock |
|
Treasury
Stock |
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Number of
Shares
|
|
Par
Value
|
|
Number of
Shares |
|
Par
Value |
|
Number of
Shares
|
|
Par
Value
|
|
Number of
Shares
|
|
Value
|
|
Additional
Paid-In Capital |
|
(Accumulated
Deficit) Retained Earnings |
|
Total
|
||||||||||||||||||||
Balance at December 31, 2017 (Predecessor)
|
32,031,054
|
|
|
$
|
320
|
|
|
—
|
|
|
$
|
—
|
|
|
80,609
|
|
|
$
|
1
|
|
|
2,806,187
|
|
|
$
|
(229,310
|
)
|
|
$
|
1,626,428
|
|
|
$
|
(2,093,554
|
)
|
|
$
|
(696,115
|
)
|
||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,000
|
)
|
|
(44,000
|
)
|
|||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
247
|
|
|
—
|
|
|
247
|
|
|||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
231
|
|
|
—
|
|
|
231
|
|
|||||||||
Balance at June 3, 2018 (Predecessor)
|
32,031,054
|
|
|
$
|
320
|
|
|
—
|
|
|
$
|
—
|
|
|
80,609
|
|
|
$
|
1
|
|
|
2,806,187
|
|
|
$
|
(229,310
|
)
|
|
$
|
1,626,906
|
|
|
$
|
(2,137,554
|
)
|
|
$
|
(739,637
|
)
|
||
Implementation of Plan and Application of Fresh Start Accounting:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Cancellation of Predecessor equity
|
(32,031,054
|
)
|
|
(320
|
)
|
|
—
|
|
|
—
|
|
|
(80,609
|
)
|
|
(1
|
)
|
|
(2,806,187
|
)
|
|
229,310
|
|
|
(1,626,906
|
)
|
|
—
|
|
|
(1,397,917
|
)
|
|||||||||
Elimination of accumulated deficit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,137,554
|
|
|
2,137,554
|
|
|||||||||
Issuance of Successor common stock
|
11,052,211
|
|
|
—
|
|
|
5,218,209
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
264,394
|
|
|
—
|
|
|
264,394
|
|
|||||||||
Issuance of Successor warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60,606
|
|
|
—
|
|
|
60,606
|
|
|||||||||
Balance at June 4, 2018 (Successor)
|
11,052,211
|
|
|
$
|
—
|
|
|
5,218,209
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
325,000
|
|
|
$
|
—
|
|
|
$
|
325,000
|
|
||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,425
|
|
|
61,425
|
|
||||||||||||||||||
Conversion of Class B common stock
|
1,692,849
|
|
|
—
|
|
|
(1,692,849
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Exercise of warrants
|
221,657
|
|
|
—
|
|
|
35,244
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of Successor common stock
|
28,363
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
3,404
|
|
|
—
|
|
|
3,404
|
|
|||||||
Balance at December 31, 2018 (Successor)
|
12,995,080
|
|
|
$
|
—
|
|
|
3,560,604
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
328,404
|
|
|
$
|
61,425
|
|
|
$
|
389,829
|
|
||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,257
|
|
|
61,257
|
|
|||||||||
Shares returned in lieu of tax payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68,658
|
|
|
(1,171
|
)
|
|
|
|
—
|
|
|
(1,171
|
)
|
||||||||||
Conversion of Class B common stock
|
1,636,791
|
|
|
—
|
|
|
(1,636,791
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Exercise of warrants
|
900,729
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Issuance of Successor common stock
|
148,839
|
|
|
—
|
|
|
3,035
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,301
|
|
|
—
|
|
|
5,301
|
|
|||||||||
Balance at December 31, 2019 (Successor)
|
15,681,439
|
|
|
$
|
—
|
|
|
1,926,848
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
68,658
|
|
|
$
|
(1,171
|
)
|
|
$
|
333,705
|
|
|
$
|
122,682
|
|
|
$
|
455,216
|
|
|
Successor Company
|
|
|
Predecessor Company
|
||||||||
|
Year Ended December 31, 2019
|
|
Period from June 4, 2018 through December 31, 2018
|
|
|
Period from January 1, 2018 through June 3, 2018
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
$
|
61,257
|
|
|
$
|
61,425
|
|
|
|
$
|
696,156
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
52,554
|
|
|
34,060
|
|
|
|
22,046
|
|
|||
Amortization of right of use assets
|
24,053
|
|
|
—
|
|
|
|
—
|
|
|||
Amortization of debt issuance costs/discounts
|
894
|
|
|
71
|
|
|
|
—
|
|
|||
Provision for doubtful accounts
|
4,077
|
|
|
5,313
|
|
|
|
5,993
|
|
|||
(Gain) loss on sale of assets or stations
|
(55,403
|
)
|
|
103
|
|
|
|
158
|
|
|||
Non-cash reorganization items, net
|
—
|
|
|
—
|
|
|
|
(523,651
|
)
|
|||
Impairment of assets held for sale
|
6,165
|
|
|
—
|
|
|
|
—
|
|
|||
Impairment of intangible assets
|
15,563
|
|
|
—
|
|
|
|
—
|
|
|||
Impairment charges - Next Radio Investment
|
—
|
|
|
3,170
|
|
|
|
—
|
|
|||
Deferred income taxes
|
8,654
|
|
|
(27,411
|
)
|
|
|
(179,455
|
)
|
|||
Stock-based compensation expense
|
5,301
|
|
|
3,404
|
|
|
|
231
|
|
|||
Gain on early extinguishment of debt
|
(381
|
)
|
|
(201
|
)
|
|
|
—
|
|
|||
Other
|
9
|
|
|
153
|
|
|
|
—
|
|
|||
Changes in assets and liabilities (excluding acquisitions and dispositions):
|
|
|
|
|
|
|
||||||
Accounts receivable
|
3,433
|
|
|
(39,699
|
)
|
|
|
12,697
|
|
|||
Trade receivable
|
53
|
|
|
1,831
|
|
|
|
(997
|
)
|
|||
Prepaid expenses and other current assets
|
(176
|
)
|
|
(4,700
|
)
|
|
|
(5,831
|
)
|
|||
Operating leases
|
4,592
|
|
|
—
|
|
|
|
—
|
|
|||
Assets held for sale
|
29
|
|
|
—
|
|
|
|
—
|
|
|||
Other assets
|
5,345
|
|
|
3,981
|
|
|
|
(436
|
)
|
|||
Accounts payable and accrued expenses
|
(32,067
|
)
|
|
(10,077
|
)
|
|
|
7,777
|
|
|||
Trade payable
|
(177
|
)
|
|
(676
|
)
|
|
|
190
|
|
|||
Other liabilities
|
495
|
|
|
1,651
|
|
|
|
(5,746
|
)
|
|||
Net cash provided by operating activities
|
104,270
|
|
|
32,398
|
|
|
|
29,132
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Proceeds from sale of assets or stations
|
147,058
|
|
|
586
|
|
|
|
—
|
|
|||
Acquisition
|
—
|
|
|
(18,000
|
)
|
|
|
—
|
|
|||
Capital expenditures
|
(29,469
|
)
|
|
(15,684
|
)
|
|
|
(14,019
|
)
|
|||
Net cash provided by (used in) investing activities
|
117,589
|
|
|
(33,098
|
)
|
|
|
(14,019
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Repayment of borrowings under term loan due 2022
|
(1,242,918
|
)
|
|
(56,500
|
)
|
|
|
—
|
|
|||
Borrowings under term loan due 2026
|
525,000
|
|
|
—
|
|
|
|
—
|
|
|||
Repayment of borrowings under term loan due 2026
|
(1,313
|
)
|
|
—
|
|
|
|
—
|
|
|||
Adequate protection payments on predecessor term loan
|
—
|
|
|
—
|
|
|
|
(37,802
|
)
|
|||
Proceeds from issuance of 6.75% senior notes
|
500,000
|
|
|
—
|
|
|
|
—
|
|
|||
Financing costs
|
(12,883
|
)
|
|
(1,113
|
)
|
|
|
(850
|
)
|
|||
Shares returned in lieu of tax payments
|
(1,171
|
)
|
|
—
|
|
|
|
—
|
|
|||
Repayments of financing lease obligations
|
(1,605
|
)
|
|
—
|
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(234,890
|
)
|
|
(57,613
|
)
|
|
|
(38,652
|
)
|
|||
Decrease in cash and cash equivalents
|
(13,031
|
)
|
|
(58,313
|
)
|
|
|
(23,539
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
30,038
|
|
|
88,351
|
|
|
|
111,890
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
17,007
|
|
|
$
|
30,038
|
|
|
|
$
|
88,351
|
|
|
Successor Company
|
|
|
Predecessor Company
|
||||||||
|
Year Ended December 31,
|
|
Period from June 4, 2018 through December 31,
|
|
|
Period from January 1, 2018 through June 3,
|
||||||
|
2019
|
|
2018
|
|
|
2018
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
||||||
Interest paid
|
$
|
76,846
|
|
|
$
|
49,785
|
|
|
|
$
|
—
|
|
Adequate protection payments on the Predecessor Term Loan
|
—
|
|
|
—
|
|
|
|
37,802
|
|
|||
Income taxes paid
|
18,590
|
|
|
7,266
|
|
|
|
1,992
|
|
|||
|
|
|
|
|
|
|
||||||
Supplemental disclosures of non-cash flow information:
|
|
|
|
|
|
|
||||||
Trade revenue
|
$
|
45,308
|
|
|
$
|
26,516
|
|
|
|
$
|
18,973
|
|
Trade expense
|
44,378
|
|
|
27,098
|
|
|
|
17,964
|
|
|||
Transfer of deposit from escrow - WKQX acquisition
|
—
|
|
|
4,750
|
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Supplemental disclosures of non-cash reorganization items impact on changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
(11
|
)
|
Prepaid expenses and other current assets
|
—
|
|
|
—
|
|
|
|
21,077
|
|
|||
Property and equipment
|
—
|
|
|
—
|
|
|
|
(121,732
|
)
|
|||
Other intangible assets, goodwill and other assets
|
—
|
|
|
—
|
|
|
|
283,217
|
|
|||
Accounts payable, accrued expenses and other liabilities
|
—
|
|
|
—
|
|
|
|
(36,415
|
)
|
|||
Cancellation of 7.75% Senior Notes
|
—
|
|
|
—
|
|
|
|
(610,000
|
)
|
|||
Cancellation of Predecessor Company Term Loan
|
—
|
|
|
—
|
|
|
|
(1,684,407
|
)
|
|||
Issuance of Successor Company Term Loan
|
—
|
|
|
—
|
|
|
|
1,300,000
|
|
|||
Cancellation of Predecessor Company stockholders' equity
|
—
|
|
|
—
|
|
|
|
649,620
|
|
|||
Issuance of Successor Company stockholders' equity
|
—
|
|
|
—
|
|
|
|
(325,000
|
)
|
|||
|
|
|
|
|
|
|
||||||
Reconciliation of cash and cash equivalents and restricted cash to the Consolidated Balance Sheet:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
15,142
|
|
|
$
|
27,584
|
|
|
|
$
|
50,046
|
|
Restricted cash
|
1,865
|
|
|
2,454
|
|
|
|
38,305
|
|
|||
Total cash and cash equivalents and restricted cash
|
$
|
17,007
|
|
|
$
|
30,038
|
|
|
|
$
|
88,351
|
|
•
|
Amended and Restated Credit Agreement, dated as of December 23, 2013, by and 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 ("the Canceled Credit Agreement"), pursuant to which Old Cumulus had outstanding term loans in the amount of $1.7 billion (the "Predecessor Term Loan");
|
•
|
Indenture, dated as of May 13, 2011, among Cumulus Media Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee, as supplemented, and pursuant to which Old Cumulus had outstanding senior notes with a face value of $610.0 million ("7.75% Senior Notes"); and
|
•
|
Rights Agreement, dated as of June 5, 2017, between Cumulus Media Inc. and Computershare Trust Company, N.A., as Rights Agent (the "Rights Agreement").
|
•
|
In accordance with the Plan, on the Effective Date each share of Old Cumulus's Class A common stock, par value $0.01 per share (the "old Class A common stock"), Class B common stock, par value $0.01 per share (the "old Class B common stock"), and Class C common stock, par value $0.01 per share (the "old Class C common stock" and together with the old Class A common stock and the old Class B common stock, the "old common stock") outstanding immediately prior to the Effective Date, including all stock options, warrants or other rights, including rights issued under the Rights Agreement, to purchase such old common stock, were extinguished, canceled and discharged, and each such share, option or warrant has no further force or effect. Furthermore, all of Old Cumulus's equity award agreements under prior incentive plans, and the awards granted pursuant thereto, were extinguished, canceled and discharged and have no further force or effect;
|
•
|
On the Effective Date, the Company's certificate of incorporation was amended and restated to authorize the issuance of up to 100,000,000 shares of Class A common stock, par value $0.0000001 per share ("new Class A common stock"), 100,000,000 shares of Class B common stock, par value $0.0000001 per share ("new Class B common stock" and, together with the new Class A common stock, the "new common stock") and 100,000,000 shares of preferred stock (see Note 12, "Stockholders' Equity");
|
•
|
On the Effective Date, the Company issued 11,052,211 shares of new Class A common stock and 5,218,209 shares of new Class B common stock;
|
•
|
On the Effective Date, the Company issued 3,016,853 Series 1 warrants to purchase shares of new common stock;
|
•
|
After the Effective Date, the Company also issued or will issue 712,736 Series 2 warrants (the "Series 2 warrants" and, together with the Series 1 warrants, the "Warrants") to purchase shares of new common stock;
|
•
|
The Company entered into a $1.3 billion credit agreement (the "Credit Agreement" or "Term Loan") with Wilmington Trust, N.A., as administrative agent (the "Agent") and the lenders named therein (see Note 10, "Long-Term Debt");
|
•
|
The holders of claims with respect to the Predecessor Term Loan received the following in full and complete satisfaction of their respective claims thereunder: (i) a pro rata share of the Term Loan and (ii) a pro rata share of 83.5% of the new common stock and warrants issued, subject to dilution by certain issuances under the Long-Term Incentive Plan (the "Incentive Plan") (see Note 12, "Stockholders' Equity");
|
•
|
The holders of unsecured claims against Old Cumulus including claims arising from the 7.75% Senior Notes received, in the aggregate, 16.5% of the new common stock and warrants issued, subject to dilution by certain issuances under the Incentive Plan;
|
•
|
The Company's board of directors was reconstituted to consist of the Company's President and Chief Executive Officer and six independent directors selected by the holders of the Predecessor Term Loan; and
|
•
|
Intercompany Claims and Interests (as defined in the Plan) were canceled without any distribution on account of such Intercompany Claims and Interests.
|
Enterprise Value
|
$
|
1,675,000
|
|
Less: Cash balance difference (1)
|
(20,000
|
)
|
|
Less: Effect of deferred tax liability (2)
|
(30,000
|
)
|
|
Plus: Fair value of non-debt current liabilities
|
114,573
|
|
|
Plus: Fair value of non-debt long term liabilities
|
63,921
|
|
|
Reorganization value
|
$
|
1,803,494
|
|
|
Predecessor Company As of June 3, 2018
|
|
Reorganization Adjustments
|
|
Fresh Start Adjustments
|
|
Successor Company As of June 4, 2018
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
108,480
|
|
|
$
|
(58,434
|
)
|
(1)
|
$
|
—
|
|
|
$
|
50,046
|
|
Restricted cash
|
13,720
|
|
|
24,585
|
|
(2)
|
—
|
|
|
38,305
|
|
||||
Accounts receivable
|
215,724
|
|
|
—
|
|
|
—
|
|
|
215,724
|
|
||||
Trade receivable
|
5,221
|
|
|
—
|
|
|
—
|
|
|
5,221
|
|
||||
Prepaid expenses and other current assets
|
49,912
|
|
|
(19,990
|
)
|
(3)
|
—
|
|
|
29,922
|
|
||||
Total current assets
|
393,057
|
|
|
(53,839
|
)
|
|
—
|
|
|
339,218
|
|
||||
Property and equipment, net
|
193,574
|
|
|
—
|
|
|
121,732
|
|
(12)
|
315,306
|
|
||||
Broadcast licenses
|
1,203,809
|
|
|
—
|
|
|
(285,309
|
)
|
(13)
|
918,500
|
|
||||
Other intangible assets, net
|
75,056
|
|
|
—
|
|
|
137,402
|
|
(13)
|
212,458
|
|
||||
Goodwill
|
135,214
|
|
|
—
|
|
|
(135,214
|
)
|
(14)
|
—
|
|
||||
Other assets
|
18,012
|
|
|
—
|
|
|
—
|
|
|
18,012
|
|
||||
Total assets
|
$
|
2,018,722
|
|
|
$
|
(53,839
|
)
|
|
$
|
(161,389
|
)
|
|
$
|
1,803,494
|
|
Liabilities and Stockholders' Equity (Deficit)
|
|
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued expenses
|
$
|
108,448
|
|
|
$
|
6,253
|
|
(4)
|
$
|
(128
|
)
|
(15)
|
$
|
114,573
|
|
Current portion of Term Loan
|
—
|
|
|
13,000
|
|
(5)
|
—
|
|
|
13,000
|
|
||||
Total current liabilities
|
108,448
|
|
|
19,253
|
|
|
(128
|
)
|
|
127,573
|
|
||||
Term loan
|
—
|
|
|
1,268,983
|
|
(5)
|
18,017
|
|
(16)
|
1,287,000
|
|
||||
Other liabilities
|
2,801
|
|
|
21,312
|
|
(6)
|
13
|
|
(17)
|
24,126
|
|
||||
Deferred income taxes
|
—
|
|
|
50,437
|
|
(7)
|
(10,642
|
)
|
(18)
|
39,795
|
|
||||
Total non-current liabilities
|
2,801
|
|
|
1,340,732
|
|
|
7,388
|
|
|
1,350,921
|
|
||||
Liabilities subject to compromise
|
2,647,110
|
|
|
(2,647,110
|
)
|
(8)
|
—
|
|
|
—
|
|
||||
Total liabilities
|
2,758,359
|
|
|
(1,287,125
|
)
|
|
7,260
|
|
|
1,478,494
|
|
||||
Stockholders' (deficit) equity:
|
|
|
|
|
|
|
|
||||||||
Predecessor Class A common stock
|
320
|
|
|
(320
|
)
|
(9)
|
—
|
|
|
—
|
|
||||
Predecessor Class C common stock
|
1
|
|
|
(1
|
)
|
(9)
|
—
|
|
|
—
|
|
||||
Predecessor treasury stock
|
(229,310
|
)
|
|
229,310
|
|
(9)
|
—
|
|
|
—
|
|
||||
Predecessor additional paid-in-capital
|
1,626,906
|
|
|
(1,626,906
|
)
|
(9)
|
—
|
|
|
—
|
|
||||
Successor Class A common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Successor Class B common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Successor additional-paid-in-capital
|
—
|
|
|
325,000
|
|
(10)
|
—
|
|
|
325,000
|
|
||||
(Accumulated deficit) retained earnings
|
(2,137,554
|
)
|
|
2,306,203
|
|
(11)
|
(168,649
|
)
|
(19)
|
—
|
|
||||
Total stockholders' (deficit) equity
|
(739,637
|
)
|
|
1,233,286
|
|
|
(168,649
|
)
|
|
325,000
|
|
||||
Total liabilities and stockholders' (deficit)
|
$
|
2,018,722
|
|
|
$
|
(53,839
|
)
|
|
$
|
(161,389
|
)
|
|
$
|
1,803,494
|
|
1.
|
Reflects cash payments and the funding of professional fee escrow account from the implementation of the Plan as follows (dollars in thousands):
|
Payment of professional fees
|
$
|
3,118
|
|
Adequate protection payment
|
1,326
|
|
|
Payment of contract cure claims
|
20,341
|
|
|
Funding of professional fee escrow amount
|
32,517
|
|
|
Other fees and expenses
|
1,132
|
|
|
Net cash payments
|
$
|
58,434
|
|
2.
|
Reflects net additions to restricted cash giving effect to the funding of professional fee escrow account for professional fees accrued and the payment of restructuring fees (dollars in thousands):
|
Funding of professional fee escrow account
|
|
$
|
32,517
|
|
|
Payment of restructuring fees
|
(7,932
|
)
|
|||
Net changes to restricted cash
|
$
|
24,585
|
|
3.
|
Reflects the reclassification of $17.8 million debt issuance costs from prepaid expense to offset the Term Loan as well as the write-off of $2.2 million of certain assets which do not benefit the Successor Company.
|
4.
|
Represents the reinstatement of certain accounts payable and accrued expenses that were previously classified as Liabilities subject to compromise as well as accrued state income taxes.
|
5.
|
Represents the current and non-current portion, net of debt issuance costs of $18.0 million, of the Term Loan.
|
6.
|
Represents the reinstatement of tax liabilities, lease liabilities and long-term deposits from Liabilities subject to compromise.
|
7.
|
Represents the partial reinstatement of the deferred tax liability of $50.4 million of the original $237.2 million that was included in Liabilities subject to compromise.
|
8.
|
Liabilities subject to compromise immediately prior to the Effective Date consisted of the following (dollars in thousands):
|
Accounts payable and accrued expenses
|
|
|
$
|
66,515
|
|
Other liabilities
|
|
21,364
|
|
||
Deferred tax liability
|
|
237,247
|
|
||
Accounts payable, accrued expenses and other liabilities
|
|
325,126
|
|
||
Predecessor Term Loan
|
|
1,684,407
|
|
||
7.75% Senior Notes
|
|
610,000
|
|
||
Accrued interest
|
|
27,577
|
|
||
Long-term debt and accrued interest
|
|
2,321,984
|
|
||
Total Liabilities subject to compromise
|
|
|
$
|
2,647,110
|
|
Liabilities subject to compromise
|
|
|
|
$
|
2,647,110
|
|
||
Cash payments at the Effective Date
|
|
|
(33,657
|
)
|
||||
Liabilities reinstated at the Effective Date:
|
|
|
|
|||||
Accounts payable
|
(3,215
|
)
|
|
|
|
|||
Other liabilities
|
(21,160
|
)
|
|
|
|
|||
Deferred tax liability
|
(50,437
|
)
|
|
|
|
|||
Total liabilities reinstated at the Effective Date
|
|
|
(74,812
|
)
|
||||
Adjustment for deferred tax liability impact
|
|
|
(186,810
|
)
|
||||
Fair value of common stock issued to Predecessor Term Loan holders,
7.75% Senior Notes holders and unsecured creditors
|
|
|
(264,394
|
)
|
||||
Fair value of warrants issued to Predecessor Term Loan
holders, 7.75% Senior Notes holders and unsecured creditors
|
|
|
(60,606
|
)
|
||||
Fair value of Term Loan provided by Predecessor Term Loan holders
|
|
|
(1,300,000
|
)
|
||||
Gain on settlement of Liabilities subject to compromise
|
|
|
|
$
|
726,831
|
|
9.
|
Pursuant to the Plan, all equity interests of the Predecessor that were issuable or issued and outstanding immediately prior to the Effective Date were canceled. The elimination of the carrying value of the canceled equity interests was recorded as an offset to retained earnings (accumulated deficit).
|
10.
|
In settlement of the Predecessor Term Loan, 7.75% Senior Notes, and other general unsecured claims, the Company issued new common stock and Successor warrants.
|
11.
|
Adjustment made to accumulated deficit consisted of the following (dollars in thousands):
|
Cancellation of Predecessor equity
|
|
$
|
1,397,917
|
|
Gain on settlement of Liabilities subject to compromise
|
|
726,831
|
|
|
Income tax benefit
|
|
184,005
|
|
|
Other items
|
|
(2,550
|
)
|
|
Total adjustment to retained earnings
|
|
$
|
2,306,203
|
|
12.
|
Reflects the increase in net book value of property and equipment to the estimated fair value as of the Effective Date. The following table summarizes the components of property and equipment, net as of June 3, 2018, and the fair value as of the Effective Date (dollars in thousands):
|
|
Estimated Useful Life
|
|
Successor Company
|
|
|
Predecessor Company
|
||||
Land
|
N/A
|
|
$
|
159,464
|
|
|
|
$
|
86,287
|
|
Broadcasting and other equipment
|
3 to 30 years
|
|
58,369
|
|
|
|
248,607
|
|
||
Computer and capitalized software costs
|
1 to 3 years
|
|
11,791
|
|
|
|
34,924
|
|
||
Furniture and fixtures
|
5 years
|
|
4,432
|
|
|
|
15,571
|
|
||
Leasehold improvements
|
5 years
|
|
24,089
|
|
|
|
46,471
|
|
||
Buildings
|
9 to 20 years
|
|
26,964
|
|
|
|
51,994
|
|
||
Construction in progress
|
N/A
|
|
30,197
|
|
|
|
30,197
|
|
||
Property and equipment, gross
|
|
|
315,306
|
|
|
|
514,051
|
|
||
Less: accumulated depreciation
|
|
|
—
|
|
|
|
(320,477
|
)
|
||
Property and equipment, net
|
|
|
$
|
315,306
|
|
|
|
$
|
193,574
|
|
|
|
Successor Company
|
|
|
Predecessor Company
|
|
Difference
|
||||||
Broadcast licenses
|
|
$
|
918,500
|
|
|
|
$
|
1,203,809
|
|
|
$
|
(285,309
|
)
|
Other intangible assets
|
|
212,458
|
|
|
|
75,056
|
|
|
137,402
|
|
|||
Total
|
|
$
|
1,130,958
|
|
|
|
$
|
1,278,865
|
|
|
$
|
(147,907
|
)
|
a.
|
Broadcast licenses ($918.5 million as of June 4, 2018): The fair value of broadcast licenses was determined using the Greenfield approach, a derivation of the income approach that isolates the income that is properly attributable to the license alone. It is based upon modeling a hypothetical "Greenfield" build-up to a normalized enterprise that, by design, lacks inherent goodwill and has other assets that have essentially been paid for or added as part of the build-up process.
|
b.
|
Other intangible assets ($212.5 million as of June 4, 2018):
|
i.
|
Broadcasting, affiliate and producer relationships ($162.0 million as of June 4, 2018): The customer relationship intangibles including broadcasting and affiliate and producer relationships were valued utilizing the excess earning method, a derivation of the income approach that considers cash flows related to the customers after accounting for a fair return to the other supporting assets of the business.
|
ii.
|
Trademarks and trade names ($21.2 million as of June 4, 2018): In estimating the fair value of trademarks and trade names, management used the relief from royalty method, a derivation of the income approach, for analyzing the trade names.
|
iii.
|
Tower income contracts ($15.1 million as of June 4, 2018): The fair value of these were determined utilizing a discounted cash flow analysis.
|
iv.
|
Advertiser backlog ($12.0 million as of June 4, 2018): The fair value of advertiser backlog was analyzed using the multi-period excess earning method. Estimated duration of advertiser backlog as of the Effective Date was used as a point of recognition for net sales attributable to that backlog.
|
v.
|
Leasehold intangible asset, net ($2.2 million as of June 4, 2018): The fair value of leasehold interests was determined utilizing a discounted cash flow analysis, wherein leases for real property were assessed for favorable or unfavorable contract rental rates.
|
14.
|
Reflects the elimination of the Predecessor goodwill balance of $135.2 million.
|
15.
|
Reflects the elimination of the carrying value of short-term deferred rent to adjust accounts payable and accrued expenses to estimated fair value.
|
16.
|
Represents the fair value adjustment of the Term Loan including the elimination of debt issuance costs of $18.0 million incurred prior to and upon emergence from bankruptcy. The fair value of debt is comprised of $13.0 million of short-term debt and $1,287.0 million of long-term debt. The fair value of the Term Loan was determined based on a market approach utilizing market yields and was estimated to be 100% of par value.
|
17.
|
Represents the increase of a liability related to a failed sale leaseback transaction and elimination of the carrying value of long-term deferred rent in accordance with fresh start reporting to adjust net book value to estimated fair value.
|
18.
|
Reflects the impact of fresh start adjustments on deferred taxes.
|
Property and equipment fair value adjustment
|
|
$
|
121,732
|
|
|
Intangible assets fair value adjustment
|
(147,907
|
)
|
|
||
Goodwill adjustment
|
(135,214
|
)
|
|
||
Term Loan fair value adjustment
|
(18,017
|
)
|
|
||
Other assets and liabilities fair value adjustments
|
115
|
|
|
||
Net loss on fresh start adjustments
|
|
$
|
(179,291
|
)
|
|
Tax impact on fresh start adjustments
|
10,642
|
|
|
||
Net impact on retained earnings
|
|
$
|
(168,649
|
)
|
|
|
|
|
||
|
|
Period from January 1, 2018 through June 3, 2018
|
||
Gain on settlement of liabilities subject to compromise (a)
|
|
$
|
726,831
|
|
Fresh start adjustments (b)
|
|
(179,291
|
)
|
|
Professional fees (c)
|
|
(54,386
|
)
|
|
Non-cash claims adjustments (d)
|
|
(15,364
|
)
|
|
Rejected executory contracts (e)
|
|
(5,976
|
)
|
|
Other (f)
|
|
(5,613
|
)
|
|
Reorganization items, net
|
|
$
|
466,201
|
|
Assets Acquired
|
|
|
||
Broadcast licenses
|
|
$
|
20,790
|
|
Property and equipment, net
|
|
1,711
|
|
|
Total assets acquired
|
|
$
|
22,501
|
|
Assets Disposed
|
|
|
||
Broadcast licenses
|
|
$
|
(23,565
|
)
|
Property and equipment, net
|
|
(703
|
)
|
|
Other intangibles
|
|
(395
|
)
|
|
Total assets disposed
|
|
$
|
(24,663
|
)
|
Allocation
|
|
Amount
|
||
FCC licenses
|
|
$
|
17,476
|
|
Property and equipment
|
|
524
|
|
|
Total purchase price
|
|
$
|
18,000
|
|
|
Successor Company
|
|
|
Predecessor Company
|
||||||||
|
Year Ended December 31, 2019
|
|
Period from June 4, 2018 through December 31, 2018
|
|
|
Period from January 1, 2018 through June 3, 2018
|
||||||
Advertising revenues
|
$
|
1,096,705
|
|
|
$
|
674,069
|
|
|
|
$
|
445,019
|
|
Non-advertising revenues
|
16,740
|
|
|
12,367
|
|
|
|
8,905
|
|
|||
Total Revenue
|
$
|
1,113,445
|
|
|
$
|
686,436
|
|
|
|
$
|
453,924
|
|
|
Estimated Useful Life
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Land
|
N/A
|
|
$
|
73,261
|
|
|
$
|
79,670
|
|
Broadcasting and other equipment
|
3 to 30 years
|
|
92,083
|
|
|
77,812
|
|
||
Computer and capitalized software costs
|
1 to 3 years
|
|
22,859
|
|
|
17,681
|
|
||
Furniture and fixtures
|
5 years
|
|
5,977
|
|
|
5,269
|
|
||
Leasehold improvements
|
5 years
|
|
27,118
|
|
|
25,812
|
|
||
Buildings
|
9 to 20 years
|
|
29,935
|
|
|
28,689
|
|
||
Construction in progress
|
N/A
|
|
23,353
|
|
|
15,946
|
|
||
Property and equipment, gross
|
|
|
274,586
|
|
|
250,879
|
|
||
Less: accumulated depreciation
|
|
|
(41,652
|
)
|
|
(14,981
|
)
|
||
Property and equipment, net
|
|
|
$
|
232,934
|
|
|
$
|
235,898
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
WABC Sale
|
|
DC Land
|
|
Total
|
|
DC Land
|
||||||||
Property and equipment, net
|
|
$
|
7,054
|
|
|
$
|
75,000
|
|
|
82,054
|
|
|
$
|
80,000
|
|
|
FCC license
|
|
4,573
|
|
|
—
|
|
|
4,573
|
|
|
—
|
|
||||
Other intangibles, net
|
|
373
|
|
|
—
|
|
|
373
|
|
|
—
|
|
||||
Total
|
|
$
|
12,000
|
|
|
$
|
75,000
|
|
|
$
|
87,000
|
|
|
$
|
80,000
|
|
|
|
Total
|
|||
Balance as of January 1, 2018 (Predecessor Company)
|
|
|
|||
Goodwill
|
|
|
$
|
1,582,806
|
|
Accumulated impairment losses
|
|
(1,447,592
|
)
|
||
Balance as of January 1, 2018 (Predecessor Company)
|
|
|
$
|
135,214
|
|
Balance as of June 3, 2018 (Predecessor Company)
|
|
|
|||
Goodwill
|
|
|
$
|
1,582,806
|
|
Accumulated impairment losses
|
|
(1,447,592
|
)
|
||
Balance as of June 3, 2018 (Predecessor Company)
|
|
|
$
|
135,214
|
|
Impact of fresh start accounting
|
|
(135,214
|
)
|
||
Balance as of June 4, 2018 (Successor Company)
|
|
|
$
|
—
|
|
|
|
Indefinite-Lived
|
|
Definite-Lived
|
|
Total
|
||||||||||||||||||||||
Gross Carrying Amount
|
|
FCC licenses
|
|
Trademarks
|
|
Affiliate and producer relationships
|
|
Broadcast advertising
|
|
Tower income contracts
|
|
Other
|
|
|
||||||||||||||
Balance as of January 1, 2018 (Predecessor Company)
|
|
$
|
1,203,809
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
82,994
|
|
|
$
|
1,286,803
|
|
Dispositions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance as of June 3, 2018 (Predecessor Company)
|
|
$
|
1,203,809
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
82,994
|
|
|
$
|
1,286,803
|
|
Impact of fresh start accounting
|
|
(285,309
|
)
|
|
21,200
|
|
|
130,000
|
|
|
32,000
|
|
|
15,000
|
|
|
(68,736
|
)
|
|
(155,845
|
)
|
|||||||
Balance as of June 4, 2018 (Successor Company)
|
|
$
|
918,500
|
|
|
$
|
21,200
|
|
|
$
|
130,000
|
|
|
$
|
32,000
|
|
|
$
|
15,000
|
|
|
$
|
14,258
|
|
|
$
|
1,130,958
|
|
Dispositions
|
|
(324
|
)
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(5
|
)
|
|
(362
|
)
|
|||||||
Acquisitions (See Note 4)
|
|
17,476
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,476
|
|
|||||||
Balance as of December 31, 2018 (Successor Company)
|
|
$
|
935,652
|
|
|
$
|
21,184
|
|
|
$
|
130,000
|
|
|
$
|
32,000
|
|
|
$
|
14,983
|
|
|
$
|
14,253
|
|
|
$
|
1,148,072
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance as of June 3, 2018 (Predecessor Company)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,938
|
)
|
|
$
|
(7,938
|
)
|
Impact of fresh start accounting
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,938
|
|
|
7,938
|
|
|||||||
Balance as of June 4, 2018 (Successor Company)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Amortization expense
|
|
—
|
|
|
—
|
|
|
(6,894
|
)
|
|
(3,733
|
)
|
|
(971
|
)
|
|
(7,287
|
)
|
|
(18,885
|
)
|
|||||||
Balance as of December 31, 2018 (Successor Company)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6,894
|
)
|
|
$
|
(3,733
|
)
|
|
$
|
(971
|
)
|
|
$
|
(7,287
|
)
|
|
$
|
(18,885
|
)
|
Net Book Value as of December 31, 2018 (Successor Company)
|
|
$
|
935,652
|
|
|
$
|
21,184
|
|
|
$
|
123,106
|
|
|
$
|
28,267
|
|
|
$
|
14,012
|
|
|
$
|
6,966
|
|
|
$
|
1,129,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indefinite-Lived
|
|
Definite-Lived
|
|
Total
|
||||||||||||||||||||||
Gross Carrying Amount
|
|
FCC licenses |
|
Trademarks
|
|
Affiliate and producer relationships
|
|
Broadcast advertising
|
|
Tower income contracts
|
|
Other
|
|
|
||||||||||||||
Balance as of December 31, 2018 (Successor Company)
|
|
$
|
935,652
|
|
|
$
|
21,184
|
|
|
$
|
130,000
|
|
|
$
|
32,000
|
|
|
$
|
14,983
|
|
|
$
|
14,253
|
|
|
$
|
1,148,072
|
|
Acquisitions (See Note 4)
|
|
24,111
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,111
|
|
|||||||
Dispositions
|
|
(107,973
|
)
|
|
(1,065
|
)
|
|
—
|
|
|
—
|
|
|
(1,065
|
)
|
|
(710
|
)
|
|
(110,813
|
)
|
|||||||
Assets held for sale (See Note 7)
|
|
(5,737
|
)
|
|
(198
|
)
|
|
—
|
|
|
—
|
|
|
(197
|
)
|
|
(132
|
)
|
|
(6,264
|
)
|
|||||||
Impairment charges
|
|
(15,563
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,563
|
)
|
|||||||
Other (a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,220
|
)
|
|
(2,220
|
)
|
|||||||
Balance as of December 31, 2019 (Successor Company)
|
|
$
|
830,490
|
|
|
$
|
19,921
|
|
|
$
|
130,000
|
|
|
$
|
32,000
|
|
|
$
|
13,721
|
|
|
$
|
11,191
|
|
|
$
|
1,037,323
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Accumulated Amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance as of December 31, 2018 (Successor Company)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6,894
|
)
|
|
$
|
(3,733
|
)
|
|
$
|
(971
|
)
|
|
$
|
(7,287
|
)
|
|
$
|
(18,885
|
)
|
Amortization Expense
|
|
—
|
|
|
—
|
|
|
(11,818
|
)
|
|
(6,400
|
)
|
|
(1,558
|
)
|
|
(4,881
|
)
|
|
(24,657
|
)
|
|||||||
Dispositions
|
|
|
|
|
|
—
|
|
|
—
|
|
|
115
|
|
|
691
|
|
|
806
|
|
|||||||||
Other (a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
286
|
|
|
286
|
|
|||||||
Balance as of December 31, 2019 (Successor Company)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(18,712
|
)
|
|
$
|
(10,133
|
)
|
|
$
|
(2,414
|
)
|
|
$
|
(11,191
|
)
|
|
$
|
(42,450
|
)
|
Net Book Value as of December 31, 2019 (Successor Company)
|
|
$
|
830,490
|
|
|
$
|
19,921
|
|
|
$
|
111,288
|
|
|
$
|
21,867
|
|
|
$
|
11,307
|
|
|
$
|
—
|
|
|
$
|
994,873
|
|
2020
|
$
|
19,743
|
|
2021
|
19,743
|
|
|
2022
|
19,743
|
|
|
2023
|
16,009
|
|
|
2024
|
13,343
|
|
|
Thereafter
|
55,881
|
|
|
Total definite-lived intangibles, net
|
$
|
144,462
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||
Discount rate
|
|
8.0
|
%
|
|
9.0
|
%
|
Long-term revenue growth rate
|
|
(0.75
|
)%
|
|
(0.75
|
)%
|
Mature operating profit margin for average stations in the markets where the Company operates
|
|
20% – 30%
|
|
|
26% – 28%
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Accrued employee costs
|
$
|
26,417
|
|
|
$
|
23,599
|
|
Accrued third party content costs
|
31,006
|
|
|
28,963
|
|
||
Accounts payable
|
861
|
|
|
11,695
|
|
||
Accrued other
|
39,243
|
|
|
37,063
|
|
||
Total accounts payable and accrued expenses
|
$
|
97,527
|
|
|
$
|
101,320
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Term Loan due 2022
|
$
|
—
|
|
|
$
|
1,243,299
|
|
Less: current portion of Term Loan due 2022
|
—
|
|
|
(13,000
|
)
|
||
Term Loan due 2026
|
523,688
|
|
|
—
|
|
||
Less: current portion of Term Loan due 2026
|
(5,250
|
)
|
|
—
|
|
||
6.75% Senior Notes
|
500,000
|
|
|
—
|
|
||
Less: current portion of 6.75% Senior Notes
|
—
|
|
|
—
|
|
||
Less: Total unamortized debt issuance costs
|
$
|
(11,945
|
)
|
|
—
|
|
|
Total long-term debt, net, excluding current maturities
|
$
|
1,006,493
|
|
|
$
|
1,230,299
|
|
2020
|
$
|
5,250
|
|
2021
|
5,250
|
|
|
2022
|
5,250
|
|
|
2023
|
5,250
|
|
|
2024
|
5,250
|
|
|
Thereafter
|
997,438
|
|
|
Total
|
$
|
1,023,688
|
|
Year
|
|
Price
|
|
2022
|
|
103.7500
|
%
|
2023
|
|
101.6875
|
%
|
2024 and thereafter
|
|
100.0000
|
%
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Term Loan due 2022:
|
|
|
|
||||
Gross value
|
$
|
—
|
|
|
$
|
1,243,299
|
|
Fair value - Level 2
|
—
|
|
|
1,182,688
|
|
||
Term Loan due 2026:
|
|
|
|
||||
Gross value
|
$
|
523,688
|
|
|
$
|
—
|
|
Fair value - Level 2
|
528,684
|
|
|
—
|
|
||
6.75% Senior Notes:
|
|
|
|
||||
Gross value
|
$
|
500,000
|
|
|
$
|
—
|
|
Fair value - Level 2
|
533,250
|
|
|
—
|
|
a.
|
the retention or dismissal of outside auditors by the Company;
|
b.
|
any dividends or distributions to the stockholders of the Company;
|
c.
|
any material sale of assets, recapitalization, merger, business combination, consolidation, exchange of stock or other similar reorganization involving the Company or any of its subsidiaries;
|
d.
|
the adoption of any new or amended charter;
|
e.
|
other than in connection with any management equity or similar plan adopted by the Board, any authorization or issuance of equity interests, or any security or instrument convertible into or exchangeable for equity interests, in the Company or any of its subsidiaries; and
|
f.
|
the liquidation of the Company or any of its subsidiaries.
|
i.
|
93,750,000 shares designated as Class A common stock;
|
ii.
|
75,000,000 shares designated as Class B common stock;
|
iii.
|
80,609 shares designated as Class C common stock, and
|
iv.
|
100,000,000 shares of preferred stock.
|
•
|
stock options (including incentive options and nonstatutory options);
|
•
|
restricted stock;
|
•
|
stock appreciation rights;
|
•
|
dividend equivalents;
|
•
|
other stock-based awards;
|
•
|
performance awards; and
|
•
|
cash awards.
|
|
|
Options Outstanding
|
|||||
|
|
Outstanding Stock Options
|
|
Weighted-Average Exercise Price
|
|||
Outstanding as of June 4, 2018
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
581,124
|
|
|
25.47
|
|
|
Exercised
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Expired
|
|
—
|
|
|
—
|
|
|
Outstanding as of December 31, 2018
|
|
581,124
|
|
|
$
|
25.47
|
|
Exercisable as of December 31, 2018
|
|
14,180
|
|
|
$
|
18.75
|
|
Vested and expected to vest as of December 31, 2018
|
|
581,124
|
|
|
$
|
25.47
|
|
|
|
Period from June 4, 2018 through December 31, 2018
|
|
Expected term (in years)
|
|
5.0
|
|
Risk-free interest rate
|
|
2.44
|
%
|
Expected volatility
|
|
75
|
%
|
Expected dividend yield
|
|
0
|
%
|
|
|
Number of RSUs
|
|
Weighted-Average Grant Date Fair Value
|
|||
Nonvested as of June 4, 2018
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
600,031
|
|
|
15.00
|
|
|
Vested
|
|
(122,063
|
)
|
|
15.00
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Nonvested as of December 31, 2018
|
|
477,968
|
|
|
$
|
15.00
|
|
Granted
|
|
248,155
|
|
|
14.16
|
|
|
Vested
|
|
(239,053
|
)
|
|
15.22
|
|
|
Forfeited
|
|
(12,352
|
)
|
|
14.84
|
|
|
Nonvested as of December 31, 2019
|
|
474,718
|
|
|
$
|
14.46
|
|
Expected to vest as of December 31, 2019
|
|
474,718
|
|
|
$
|
14.46
|
|
|
Year Ended
December 31, 2019
|
|
Period from June 4, 2018 through December 31, 2018
|
||||
Stock option grants
|
$
|
1,326
|
|
|
$
|
853
|
|
Restricted stock unit grants
|
3,975
|
|
|
2,551
|
|
||
Total expense
|
$
|
5,301
|
|
|
$
|
3,404
|
|
|
Successor Company
|
|
Predecessor Company
|
|||||||||
|
Year Ended December 31, 2019
|
|
Period from June 4, 2018 through December 31, 2018
|
|
|
Period from January 1, 2018 through June 3, 2018
|
||||||
Current income tax expense
|
|
|
|
|
|
|
||||||
Federal
|
$
|
10,952
|
|
|
$
|
6,170
|
|
|
|
$
|
(1,430
|
)
|
State and local
|
2,656
|
|
|
8,888
|
|
|
|
4,026
|
|
|||
Total current income tax expense
|
$
|
13,608
|
|
|
$
|
15,058
|
|
|
|
$
|
2,596
|
|
|
|
|
|
|
|
|
||||||
Deferred income tax expense (benefit)
|
|
|
|
|
|
|
||||||
Federal
|
$
|
6,999
|
|
|
$
|
(20,641
|
)
|
|
|
$
|
(138,311
|
)
|
State and local
|
1,656
|
|
|
(6,770
|
)
|
|
|
(41,144
|
)
|
|||
Total deferred tax
|
8,655
|
|
|
(27,411
|
)
|
|
|
(179,455
|
)
|
|||
Total income tax expense (benefit)
|
$
|
22,263
|
|
|
$
|
(12,353
|
)
|
|
|
$
|
(176,859
|
)
|
|
Successor Company
|
|
|
Predecessor Company
|
||||||||
|
Year Ended December 31, 2019
|
|
Period from June 4, 2018 through December 31, 2018
|
|
|
Period from January 1, 2018 through June 3, 2018
|
||||||
Computed income tax expense at federal statutory rate on pre-tax income
|
$
|
17,539
|
|
|
$
|
10,284
|
|
|
|
$
|
109,052
|
|
State income tax expense, net of federal tax benefit
|
4,415
|
|
|
7,493
|
|
|
|
(25,288
|
)
|
|||
Bankruptcy costs
|
446
|
|
|
(19,088
|
)
|
|
|
12,286
|
|
|||
Change in state tax rates
|
—
|
|
|
(819
|
)
|
|
|
78
|
|
|||
Section 162 disallowance
|
936
|
|
|
472
|
|
|
|
187
|
|
|||
Change in valuation allowance
|
—
|
|
|
(104,629
|
)
|
|
|
29,188
|
|
|||
Worthless stock loss
|
—
|
|
|
—
|
|
|
|
(115,439
|
)
|
|||
Tax effect of sale of assets
|
—
|
|
|
72,797
|
|
|
|
(73,205
|
)
|
|||
Cancellation of debt income
|
—
|
|
|
22,087
|
|
|
|
(152,099
|
)
|
|||
Other reorganization charges
|
—
|
|
|
—
|
|
|
|
35,331
|
|
|||
Change in uncertain tax positions
|
—
|
|
|
(2,733
|
)
|
|
|
—
|
|
|||
Provision to return
|
(1,564
|
)
|
|
1,244
|
|
|
|
—
|
|
|||
Other adjustments
|
491
|
|
|
539
|
|
|
|
3,050
|
|
|||
Net income tax expense (benefit)
|
$
|
22,263
|
|
|
$
|
(12,353
|
)
|
|
|
$
|
(176,859
|
)
|
|
2019
|
|
2018
|
||||
Deferred income tax assets:
|
|
|
|
||||
Accounts receivable
|
$
|
1,332
|
|
|
$
|
962
|
|
Leases
|
42,374
|
|
|
—
|
|
||
Other liabilities
|
4,980
|
|
|
7,076
|
|
||
Debt costs
|
841
|
|
|
—
|
|
||
Interest limitation
|
3,966
|
|
|
1,335
|
|
||
Tax credits
|
—
|
|
|
41
|
|
||
Net operating loss
|
—
|
|
|
8,304
|
|
||
Total deferred income tax assets before valuation allowance
|
53,493
|
|
|
17,718
|
|
||
Less: valuation allowance
|
—
|
|
|
—
|
|
||
Total deferred tax assets
|
$
|
53,493
|
|
|
$
|
17,718
|
|
Deferred income tax liabilities:
|
|
|
|
||||
Intangible assets
|
$
|
12,992
|
|
|
$
|
6,610
|
|
Property and equipment
|
22,465
|
|
|
23,492
|
|
||
Leases
|
36,666
|
|
|
—
|
|
||
Other
|
2,408
|
|
|
—
|
|
||
Total deferred income tax liabilities
|
$
|
74,531
|
|
|
$
|
30,102
|
|
Total net deferred income tax liabilities
|
$
|
21,038
|
|
|
$
|
12,384
|
|
|
Successor Company
|
|
|
Predecessor Company
|
||||||||
|
Year Ended December 31, 2019
|
|
Period from June 4, 2018 through December 31, 2018
|
|
|
Period from January 1, 2018 through June 3, 2018
|
||||||
Balance at beginning of period
|
$
|
5,787
|
|
|
$
|
8,466
|
|
|
|
$
|
8,587
|
|
Increases for prior year tax positions
|
—
|
|
|
—
|
|
|
|
176
|
|
|||
Decreases for prior year tax positions
|
(120
|
)
|
|
(834
|
)
|
|
|
(297
|
)
|
|||
Decreases relating to settlements with taxing authorities and other
|
(16
|
)
|
|
(73
|
)
|
|
|
—
|
|
|||
Decreases due to lapse of statute of limitations
|
—
|
|
|
(1,772
|
)
|
|
|
—
|
|
|||
Balance at end of period
|
$
|
5,651
|
|
|
$
|
5,787
|
|
|
|
$
|
8,466
|
|
|
Successor Company
|
|
|
Predecessor Company
|
||||||||||||||
|
Year Ended December 31, 2019
|
|
Period from June 4, 2018 through December 31, 2018
|
|
|
Period from January 1, 2018 through June 3, 2018
|
||||||||||||
Basic Earnings Per Share
|
|
|
|
|
|
|
||||||||||||
Numerator:
|
|
|
|
|
|
|
||||||||||||
Undistributed net income from operations
|
$
|
61,257
|
|
|
|
$
|
61,425
|
|
|
|
|
|
$
|
696,156
|
|
|
||
Basic net income attributable to common shares
|
$
|
61,257
|
|
|
|
$
|
61,425
|
|
|
|
|
|
$
|
696,156
|
|
|
||
Denominator:
|
|
|
|
|
|
|
||||||||||||
Basic weighted average shares outstanding
|
20,131
|
|
|
20,028
|
|
|
|
|
29,338
|
|
|
|||||||
Basic undistributed net income per share attributable to common shares
|
$
|
3.04
|
|
|
|
$
|
3.07
|
|
|
|
|
|
$
|
23.73
|
|
|
||
|
|
|
|
|
|
|
||||||||||||
Diluted Earnings Per Share
|
|
|
|
|
|
|
||||||||||||
Numerator:
|
|
|
|
|
|
|
||||||||||||
Undistributed net income from operations
|
$
|
61,257
|
|
|
|
$
|
61,425
|
|
|
|
|
|
$
|
696,156
|
|
|
||
Diluted net income attributable to common shares
|
$
|
61,257
|
|
|
|
$
|
61,425
|
|
|
|
|
|
$
|
696,156
|
|
|
||
Denominator:
|
|
|
|
|
|
|
||||||||||||
Basic weighted average shares outstanding
|
20,131
|
|
|
20,028
|
|
|
|
|
29,338
|
|
|
|||||||
Effect of dilutive options and restricted stock units
|
153
|
|
|
136
|
|
|
|
|
—
|
|
|
|||||||
Diluted weighted average shares outstanding
|
20,284
|
|
|
20,164
|
|
|
|
|
29,338
|
|
|
|||||||
Diluted undistributed net income per share attributable to common shares
|
$
|
3.02
|
|
|
$
|
3.05
|
|
|
|
|
$
|
23.73
|
|
|
|
|
Balance Sheet Location
|
|
December 31, 2019
|
||
Right-of-Use Assets
|
|
|
|
|
||
Operating
|
|
Operating lease right-of-use assets
|
|
$
|
143,436
|
|
Finance, net of accumulated amortization of $352
|
|
Other assets
|
|
380
|
|
|
Total Assets
|
|
|
|
$
|
143,816
|
|
|
|
|
|
|
||
Lease Liabilities
|
|
|
|
|
||
Current
|
|
|
|
|
||
Operating
|
|
Current portion of operating lease liabilities
|
|
$
|
34,462
|
|
Finance
|
|
Accounts payable and accrued liabilities
|
|
234
|
|
|
Noncurrent
|
|
|
|
|
||
Operating
|
|
Operating lease liabilities
|
|
111,184
|
|
|
Finance
|
|
Other liabilities
|
|
146
|
|
|
Total Liabilities
|
|
|
|
$
|
146,026
|
|
|
|
Statement of Operations Location
|
|
|
||
Operating Lease Cost
|
|
Selling, general and administrative expenses; Corporate expenses
|
|
$
|
37,750
|
|
Finance Lease Cost
|
|
|
|
|
||
Amortization of right-of-use assets
|
|
Depreciation and amortization
|
|
414
|
|
|
Interest on lease liabilities
|
|
Interest expense
|
|
42
|
|
|
Total Lease Cost
|
|
|
|
$
|
38,206
|
|
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
2020
|
|
$
|
32,772
|
|
|
$
|
233
|
|
|
$
|
33,005
|
|
2021
|
|
26,704
|
|
|
112
|
|
|
26,816
|
|
|||
2022
|
|
24,536
|
|
|
49
|
|
|
24,585
|
|
|||
2023
|
|
22,773
|
|
|
14
|
|
|
22,787
|
|
|||
2024
|
|
18,673
|
|
|
3
|
|
|
18,676
|
|
|||
Thereafter
|
|
70,804
|
|
|
—
|
|
|
70,804
|
|
|||
Total lease payments
|
|
$
|
196,262
|
|
|
$
|
411
|
|
|
$
|
196,673
|
|
Less: imputed interest
|
|
(50,616
|
)
|
|
(31
|
)
|
|
(50,647
|
)
|
|||
Total
|
|
$
|
145,646
|
|
|
$
|
380
|
|
|
$
|
146,026
|
|
Year Ending December 31:
|
|
Future Minimum Rent Under Operating Leases
|
|
Future Minimum Sublease Income
|
|
Future Minimum Commitments Under Failed Sale Leaseback Agreement
|
|
Net Commitments
|
||||||||
2019
|
|
$
|
34,356
|
|
|
$
|
(1,719
|
)
|
|
$
|
1,193
|
|
|
$
|
33,830
|
|
2020
|
|
29,242
|
|
|
(1,719
|
)
|
|
1,557
|
|
|
29,080
|
|
||||
2021
|
|
22,717
|
|
|
—
|
|
|
1,603
|
|
|
24,320
|
|
||||
2022
|
|
19,885
|
|
|
—
|
|
|
1,650
|
|
|
21,535
|
|
||||
2023
|
|
16,280
|
|
|
—
|
|
|
1,701
|
|
|
17,981
|
|
||||
Thereafter
|
|
45,959
|
|
|
—
|
|
|
2,052
|
|
|
48,011
|
|
||||
|
|
$
|
168,439
|
|
|
$
|
(3,438
|
)
|
|
$
|
9,756
|
|
|
$
|
174,757
|
|
|
|
Total
|
||
2020
|
|
$
|
1,557
|
|
2021
|
|
1,603
|
|
|
2022
|
|
1,650
|
|
|
2023
|
|
1,701
|
|
|
2024
|
|
1,751
|
|
|
Thereafter
|
|
301
|
|
|
Total lease payments
|
|
$
|
8,563
|
|
|
|
Operating Leases
|
||
2020
|
|
$
|
2,998
|
|
2021
|
|
2,442
|
|
|
2022
|
|
2,129
|
|
|
2023
|
|
1,681
|
|
|
2024
|
|
959
|
|
|
Thereafter
|
|
1,783
|
|
|
Total lease receivables
|
|
$
|
11,992
|
|
Fiscal Year
(Dollars in thousands)
|
|
Balance at
Beginning
of Period
|
|
Charged to Costs and Expenses
|
|
Additions/(Deductions)
|
|
Balance
at End
of Period
|
||||||||
Allowance for doubtful accounts
|
|
|
|
|
|
|
|
|
||||||||
2019 Successor Company
|
|
$
|
5,313
|
|
|
$
|
4,077
|
|
|
$
|
(4,193
|
)
|
|
$
|
5,197
|
|
2018 Successor Company (Period from June 4, 2018 through December 31, 2018)
|
|
$
|
—
|
|
|
$
|
5,313
|
|
|
$
|
—
|
|
|
$
|
5,313
|
|
2018 Predecessor Company (Period from Jan 1, 2018 through June 3, 2018)
|
|
$
|
4,322
|
|
|
$
|
5,993
|
|
|
$
|
(10,315
|
)
|
|
$
|
—
|
|
Valuation allowance on deferred taxes
|
|
|
|
|
|
|
|
|
||||||||
2019 Successor Company
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2018 Successor Company (Period from June 4, 2018 through December 31, 2018)
|
|
$
|
104,629
|
|
|
$
|
—
|
|
|
$
|
(104,629
|
)
|
|
$
|
—
|
|
2018 Predecessor Company (Period from Jan 1, 2018 through June 3, 2018)
|
|
$
|
75,460
|
|
|
$
|
29,169
|
|
|
$
|
—
|
|
|
$
|
104,629
|
|
a)
|
the retention or dismissal of outside auditors by the Company;
|
b)
|
any dividends or distributions to the stockholders of the Company;
|
c)
|
any material sale of assets, recapitalization, merger, business combination, consolidation, exchange of stock or other similar reorganization involving the Company or any of its subsidiaries;
|
d)
|
the adoption of any new or amended Charter;
|
e)
|
other than in connection with any management equity or similar plan adopted by the Board of Directors (the “Board”), any authorization or issuance of equity interests, or any security or instrument convertible into or exchangeable for equity interests, in the Company or any of its subsidiaries; and
|
f)
|
the liquidation of the Company or any of its subsidiaries.
|
2-L Corporation
|
Louisiana
|
Atlanta Radio, LLC
|
Delaware
|
Broadcast Software International LLC
|
Delaware
|
Catalyst Media, LLC
|
Delaware
|
Chicago FM Radio Assets, LLC
|
Delaware
|
Chicago Radio Assets, LLC
|
Delaware
|
CMI Receivables Funding LLC
|
Delaware
|
CMP Houston-KC, LLC
|
Delaware
|
CMP KC LLC
|
Delaware
|
CMP Susquehanna LLC
|
Delaware
|
CMP Susquehanna Radio Holdings LLC
|
Delaware
|
Consolidated IP Company LLC
|
Delaware
|
Cumulus Broadcasting LLC
|
Delaware
|
Cumulus Intermediate Holdings LLC
|
Delaware
|
Cumulus Licensing LLC
|
Delaware
|
Cumulus Media Intermediate Inc.
|
Delaware
|
Cumulus Media Investments LLC
|
Delaware
|
Cumulus Media New Holdings Inc
|
Delaware
|
Cumulus Network Holdings LLC
|
Delaware
|
Cumulus Radio LLC
|
Delaware
|
Detroit Radio, LLC
|
Delaware
|
Deer Power Tower Venture, LLC
|
Delaware
|
DC Radio Assets, LLC
|
Delaware
|
Dial Communications Global Media, LLC
|
Delaware
|
Incentrev-Radio Half Off, LLC
|
Delaware
|
IncentRev LLC
|
Delaware
|
222 JV Clear Channel
|
Delaware
|
KLIF Broadcasting, LLC
|
Delaware
|
KLIF Lico, LLC
|
Delaware
|
KLOS-FM Radio Assets, LLC
|
Delaware
|
KPLX Lico, LLC
|
Delaware
|
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, LLC
|
Delaware
|
Radio Networks, LLC
|
Delaware
|
San Francisco Radio Assets, 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:
|
February 21, 2020
|
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:
|
February 21, 2020
|
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
|