Delaware
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000-24525
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82-5134717
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(State or other jurisdiction
of incorporation) |
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(Commission File Number)
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(IRS employer
Identification No.) |
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3280 Peachtree Road, N.W., Suite 2200, Atlanta GA
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30305
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (404) 949-0700
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n/a
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(Former name or former address, if changed since last report)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Number
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Exhibit
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Press release, dated May 11, 2020
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CUMULUS MEDIA INC.
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By:
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/s/ Francisco J. Lopez-Balboa
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Name: Francisco J. Lopez-Balboa
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Title: Executive Vice President, Chief Financial Officer
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Date:
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May 11, 2020
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•
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Quick and substantial actions to address COVID-19 pandemic
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◦
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Fixed cost reductions of nearly $60 million expected to be realized in 2020
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◦
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Curtailment of anticipated 2020 capital expenditures by 40%
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◦
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Anticipated significant tax benefits from CARES Act
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◦
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Increased cash from active working capital management
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•
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Strong and flexible balance sheet
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◦
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Cash balance of $106 million as of March 31, 2020
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◦
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No funded debt maturity prior to 2026 - no maintenance covenants
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◦
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New $100 million ABL revolving credit facility with 2025 maturity ($60 million drawn)
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◦
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Stated commitment to, and history of, de-leveraging (over $275 million of debt paydown from June 2018 to December 2019)
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•
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Consistent operating and management performance (1)
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◦
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Meaningful track record of success, including multiple years of revenue and Adjusted EBITDA growth and significant free cash flow generation
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◦
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Delivery of top-line and bottom-line growth in 2020 through February
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◦
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Continued profitable digital growth of 30.0% in Q1 2020 (+35.8% on a same station basis)
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As Reported
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Three Months Ended March 31, 2020
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Three Months Ended March 31, 2019
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% Change
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Net revenue
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$
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227,914
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$
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267,496
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(14.8
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)%
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Net (loss) income
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$
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(7,351
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)
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$
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451
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N/A
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Adjusted EBITDA (2)
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$
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27,725
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$
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41,804
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(33.7
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)%
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Basic (loss) income per share
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$
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(0.36
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)
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0.02
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N/A
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Diluted (loss) income per share
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$
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(0.36
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)
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0.02
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N/A
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Same Station (1)
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Three Months Ended March 31, 2020
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Three Months Ended March 31, 2019
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% Change
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Net revenue
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$
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226,474
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$
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255,060
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(11.2
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)%
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Adjusted EBITDA (2)
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$
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28,429
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$
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39,770
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(28.5
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)%
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As Reported
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Three Months Ended March 31, 2020
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Three Months Ended March 31, 2019
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% Change
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Broadcast radio revenue:
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Spot
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$
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121,943
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$
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139,579
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(12.6
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)%
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Network
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65,683
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85,164
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(22.9
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)%
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Total broadcast radio revenue
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187,626
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224,743
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(16.5
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)%
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Digital
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21,886
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16,841
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30.0
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%
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Other
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18,402
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25,912
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(29.0
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)%
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Net revenue
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$
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227,914
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$
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267,496
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(14.8
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)%
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Same Station (1)
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Three Months Ended March 31, 2020
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Three Months Ended March 31, 2019
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% Change
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Broadcast radio revenue:
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Spot
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$
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120,814
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$
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130,824
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(7.7
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)%
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Network
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65,683
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84,297
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(22.1
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)%
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Total broadcast radio revenue
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186,497
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215,121
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(13.3
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)%
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Digital
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21,815
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16,067
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35.8
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%
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Other
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18,162
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23,872
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(23.9
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)%
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Net revenue
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$
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226,474
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$
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255,060
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(11.2
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)%
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March 31, 2020
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December 31, 2019
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Cash and cash equivalents
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$
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105,728
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$
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15,142
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Term loan due 2026 (3)
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$
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522,375
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$
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523,688
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6.75% Senior notes (3)
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$
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500,000
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$
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500,000
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2020 Revolving credit facility
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$
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60,000
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$
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—
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Three Months Ended March 31, 2020
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Three Months Ended March 31, 2019
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Capital expenditures
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$
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3,108
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$
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5,126
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(1)
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Adjusted for all merger and acquisition activity occurring in 2019 and 2020 as if such activity had occurred as of January 1, 2019. Same Station financial measures are not financial measures calculated or presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). For additional information, see “Non-GAAP Financial Measures.”
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(2)
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Adjusted EBITDA is not a financial measure calculated or presented in accordance with GAAP. For additional information, see “Non-GAAP Financial Measures.”
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(3)
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Excludes unamortized debt issuance costs.
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Three Months Ended March 31, 2020
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Three Months Ended March 31, 2019
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Net revenue
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$
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227,914
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$
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267,496
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Operating expenses:
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Content costs
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88,566
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103,752
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Selling, general & administrative expenses
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103,627
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113,503
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Depreciation and amortization
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12,790
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14,590
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Local marketing agreement fees
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1,047
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1,043
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Corporate expenses
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8,170
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8,532
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Stock-based compensation expense
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719
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1,208
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Restructuring costs
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2,920
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2,777
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Loss on sale of assets or stations
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1,816
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26
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Total operating expenses
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219,655
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245,431
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Operating income
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8,259
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22,065
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Non-operating expense:
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Interest expense
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(17,159
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)
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(22,156
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)
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Interest income
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2
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4
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Gain on early extinguishment of debt
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—
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381
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Other expense, net
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(2
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)
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(28
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)
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Total non-operating expense, net
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(17,159
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)
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(21,799
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)
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(Loss) income before income taxes
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(8,900
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)
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266
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Income tax benefit
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1,549
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185
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Net (loss) income
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$
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(7,351
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)
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$
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451
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As Reported
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Three Months Ended March 31, 2020
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Three Months Ended March 31, 2019
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GAAP net (loss) income
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$
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(7,351
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)
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$
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451
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Income tax benefit
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(1,549
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)
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(185
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)
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Non-operating expense, including net interest expense
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17,159
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22,180
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Local marketing agreement fees
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1,047
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1,043
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Depreciation and amortization
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12,790
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14,590
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Stock-based compensation expense
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719
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1,208
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Loss on sale of assets or stations
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1,816
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26
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Restructuring costs
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2,920
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2,777
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Franchise taxes
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174
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95
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Gain on early extinguishment of debt
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—
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(381
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)
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Adjusted EBITDA
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$
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27,725
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$
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41,804
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Same Station (1)
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Three Months Ended March 31, 2020
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Three Months Ended March 31, 2019
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Net loss
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$
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(5,252
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)
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$
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(1,421
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)
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Income tax benefit
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(1,549
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)
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(185
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)
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Non-operating expense, including net interest expense
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17,159
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22,180
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Local marketing agreement fees
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1,047
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1,043
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Depreciation and amortization
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12,630
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14,428
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Stock-based compensation expense
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719
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1,208
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Loss on sale of assets or stations
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614
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26
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Restructuring costs
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2,887
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2,777
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Franchise taxes
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174
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95
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Gain on early extinguishment of debt
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—
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(381
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)
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Adjusted EBITDA
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$
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28,429
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$
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39,770
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Three Months Ended March 31, 2020
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Three Months Ended March 31, 2019
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As reported net revenue
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$
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227,914
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$
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267,496
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Station dispositions and swaps
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(1,440
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)
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(12,436
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)
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Same station net revenue
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$
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226,474
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$
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255,060
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Political revenue
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(4,926
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)
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(883
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)
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Same station net revenue, excluding impact of political revenue
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$
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221,548
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$
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254,177
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Three Months Ended March 31, 2020
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Three Months Ended March 31, 2019
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As reported Adjusted EBITDA
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$
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27,725
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$
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41,804
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Station dispositions and swaps
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704
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(2,034
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)
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Same station Adjusted EBITDA
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$
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28,429
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$
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39,770
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Political EBITDA
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(4,433
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)
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(795
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)
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Same station Adjusted EBITDA, excluding impact of political EBITDA
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$
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23,996
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$
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38,975
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