Delaware
|
|
000-24525
|
|
82-5134717
|
|
|||
(State or other jurisdiction
of incorporation) |
|
(Commission File Number)
|
|
(IRS employer
Identification No.) |
|
|||
|
|
|
|
|
|
|
||
3280 Peachtree Road, N.W., Suite 2200
|
Atlanta
|
GA
|
|
30305
|
|
|
||
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
||||
|
|
|
|
|
||||
Registrant’s telephone number, including area code
|
(404)
|
949-0700
|
|
|
|
|||
|
||||||||
n/a
|
||||||||
(Former name or former address, if changed since last report)
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Class A common stock
|
CMLS
|
Nasdaq Global Market
|
Class A common stock purchase rights
|
N/A
|
Nasdaq Global Market
|
Number
|
|
Exhibit
|
|
|
|
|
Press release, dated August 10, 2020
|
|
|
|
|
|
|
|
CUMULUS MEDIA INC.
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ Francisco J. Lopez-Balboa
|
|
|
|
|
Name: Francisco J. Lopez-Balboa
|
|
|
|
|
Title: Executive Vice President, Chief Financial Officer
|
Date:
|
August 10, 2020
|
|
|
|
•
|
Meaningfully mitigated pandemic’s Q2 impacts through significant fixed cost expense reductions
|
◦
|
Nearly $36 million realized in Q2
|
◦
|
Total reductions of more than $85 million expected in 2020
|
•
|
Delivered sequential monthly revenue and EBITDA improvement through the quarter
|
◦
|
Continued to deliver profitable growth in digital
|
◦
|
Posted positive EBITDA in June
|
•
|
Substantially increased liquidity and strengthened balance sheet
|
◦
|
Grew cash balance to $197 million, up $91 million from Q1
|
◦
|
Achieved net debt reduction of approximately 10% since March
|
◦
|
Generated $28 million of cash from operations and netted $66 million of additional cash from completion of the sale of land in Bethesda, MD in Q2
|
◦
|
Maintained balance sheet flexibility with no funded debt maturity prior to 2026 or financial maintenance covenants
|
•
|
Executed agreement to monetize tower portfolio and related assets for $213 million
|
◦
|
Expect funds from deal completion to permit substantial debt paydown and provide additional liquidity
|
◦
|
Anticipate first closing for 85% or more of proceeds in Q4
|
As Reported
|
Three Months Ended June 30, 2020
|
|
Three Months Ended June 30, 2019
|
|
% Change
|
|||||
Net revenue
|
$
|
146,022
|
|
|
$
|
279,673
|
|
|
(47.8
|
)%
|
Net (loss) income
|
$
|
(36,316
|
)
|
|
$
|
42,861
|
|
|
N/A
|
|
Adjusted EBITDA (1)
|
$
|
(6,375
|
)
|
|
$
|
61,819
|
|
|
N/A
|
|
Basic (loss) income per share
|
$
|
(1.79
|
)
|
|
2.13
|
|
|
N/A
|
|
|
Diluted (loss) income per share
|
$
|
(1.79
|
)
|
|
2.11
|
|
|
N/A
|
|
Same Station (2)
|
Three Months Ended June 30, 2020
|
|
Three Months Ended June 30, 2019
|
|
% Change
|
|||||
Net revenue
|
$
|
146,012
|
|
|
$
|
273,451
|
|
|
(46.6
|
)%
|
Adjusted EBITDA (1)
|
$
|
(6,274
|
)
|
|
$
|
62,496
|
|
|
N/A
|
|
As Reported
|
Six Months Ended June 30, 2020
|
|
Six Months Ended June 30, 2019
|
|
% Change
|
|||||
Net revenue
|
$
|
373,936
|
|
|
$
|
547,169
|
|
|
(31.7
|
)%
|
Net (loss) income
|
$
|
(43,667
|
)
|
|
$
|
43,312
|
|
|
N/A
|
|
Adjusted EBITDA (1)
|
$
|
21,350
|
|
|
$
|
103,623
|
|
|
(79.4
|
)%
|
Basic (loss) income per share
|
$
|
(2.15
|
)
|
|
2.16
|
|
|
N/A
|
|
|
Diluted (loss) income per share
|
$
|
(2.15
|
)
|
|
2.14
|
|
|
N/A
|
|
Same Station (2)
|
Six Months Ended June 30, 2020
|
|
Six Months Ended June 30, 2019
|
|
% Change
|
|||||
Net revenue
|
$
|
372,485
|
|
|
$
|
528,511
|
|
|
(29.5
|
)%
|
Adjusted EBITDA (1)
|
$
|
22,155
|
|
|
$
|
102,266
|
|
|
(78.3
|
)%
|
As Reported
|
Three Months Ended June 30, 2020
|
|
Three Months Ended June 30, 2019
|
|
% Change
|
|||||
Broadcast radio revenue:
|
|
|
|
|
|
|||||
Spot
|
$
|
72,437
|
|
|
$
|
163,111
|
|
|
(55.6
|
)%
|
Network
|
41,767
|
|
|
72,877
|
|
|
(42.7
|
)%
|
||
Total broadcast radio revenue
|
114,204
|
|
|
235,988
|
|
|
(51.6
|
)%
|
||
Digital
|
20,341
|
|
|
20,208
|
|
|
0.7
|
%
|
||
Other
|
11,477
|
|
|
23,477
|
|
|
(51.1
|
)%
|
||
Net revenue
|
$
|
146,022
|
|
|
$
|
279,673
|
|
|
(47.8
|
)%
|
Same Station (2)
|
Three Months Ended June 30, 2020
|
|
Three Months Ended June 30, 2019
|
|
% Change
|
|||||
Broadcast radio revenue:
|
|
|
|
|
|
|||||
Spot
|
$
|
72,466
|
|
|
$
|
158,741
|
|
|
(54.3
|
)%
|
Network
|
41,767
|
|
|
72,504
|
|
|
(42.4
|
)%
|
||
Total broadcast radio revenue
|
114,233
|
|
|
231,245
|
|
|
(50.6
|
)%
|
||
Digital
|
20,341
|
|
|
19,636
|
|
|
3.6
|
%
|
||
Other
|
11,438
|
|
|
22,570
|
|
|
(49.3
|
)%
|
||
Net revenue
|
$
|
146,012
|
|
|
$
|
273,451
|
|
|
(46.6
|
)%
|
As Reported
|
Six Months Ended June 30, 2020
|
|
Six Months Ended June 30, 2019
|
|
% Change
|
|||||
Broadcast radio revenue:
|
|
|
|
|
|
|||||
Spot
|
$
|
194,380
|
|
|
$
|
302,690
|
|
|
(35.8
|
)%
|
Network
|
107,450
|
|
|
158,041
|
|
|
(32.0
|
)%
|
||
Total broadcast radio revenue
|
301,830
|
|
|
460,731
|
|
|
(34.5
|
)%
|
||
Digital
|
42,227
|
|
|
37,049
|
|
|
14.0
|
%
|
||
Other
|
29,879
|
|
|
49,389
|
|
|
(39.5
|
)%
|
||
Net revenue
|
$
|
373,936
|
|
|
$
|
547,169
|
|
|
(31.7
|
)%
|
Same Station (2)
|
Six Months Ended June 30, 2020
|
|
Six Months Ended June 30, 2019
|
|
% Change
|
|||||
Broadcast radio revenue:
|
|
|
|
|
|
|||||
Spot
|
$
|
193,280
|
|
|
$
|
289,565
|
|
|
(33.3
|
)%
|
Network
|
107,450
|
|
|
156,800
|
|
|
(31.5
|
)%
|
||
Total broadcast radio revenue
|
300,730
|
|
|
446,365
|
|
|
(32.6
|
)%
|
||
Digital
|
42,156
|
|
|
35,703
|
|
|
18.1
|
%
|
||
Other
|
29,599
|
|
|
46,443
|
|
|
(36.3
|
)%
|
||
Net revenue
|
$
|
372,485
|
|
|
$
|
528,511
|
|
|
(29.5
|
)%
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Cash and cash equivalents
|
|
$
|
196,914
|
|
|
$
|
15,142
|
|
Term loan due 2026 (3)
|
|
$
|
521,063
|
|
|
$
|
523,688
|
|
6.75% Senior notes (3)
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
2020 Revolving credit facility
|
|
$
|
60,000
|
|
|
$
|
—
|
|
|
Six Months Ended June 30, 2020
|
|
Six Months Ended June 30, 2019
|
||||
Capital expenditures
|
$
|
5,575
|
|
|
$
|
10,715
|
|
(1)
|
Adjusted EBITDA is not a financial measure calculated or presented in accordance with GAAP. For additional information, see “Non-GAAP Financial Measures.”
|
(2)
|
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.”
|
(3)
|
Excludes unamortized debt issuance costs.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30, 2020
|
|
June 30, 2019
|
|
June 30, 2020
|
|
June 30, 2019
|
||||||||
Net revenue
|
|
$
|
146,022
|
|
|
$
|
279,673
|
|
|
$
|
373,936
|
|
|
$
|
547,169
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Content costs
|
|
65,725
|
|
|
93,844
|
|
|
154,291
|
|
|
197,596
|
|
||||
Selling, general & administrative expenses
|
|
79,904
|
|
|
115,817
|
|
|
183,531
|
|
|
229,320
|
|
||||
Depreciation and amortization
|
|
13,122
|
|
|
13,545
|
|
|
25,912
|
|
|
28,135
|
|
||||
Local marketing agreement fees
|
|
1,006
|
|
|
438
|
|
|
2,053
|
|
|
1,481
|
|
||||
Corporate expenses
|
|
7,003
|
|
|
8,545
|
|
|
15,172
|
|
|
17,077
|
|
||||
Stock-based compensation expense
|
|
985
|
|
|
1,106
|
|
|
1,704
|
|
|
2,314
|
|
||||
Restructuring costs
|
|
2,343
|
|
|
13,024
|
|
|
5,263
|
|
|
15,801
|
|
||||
Loss (gain) on sale of assets or stations
|
|
3,767
|
|
|
(47,750
|
)
|
|
5,583
|
|
|
(47,724
|
)
|
||||
Impairment of intangible assets
|
|
4,509
|
|
|
—
|
|
|
4,509
|
|
|
—
|
|
||||
Total operating expenses
|
|
178,364
|
|
|
198,569
|
|
|
398,018
|
|
|
444,000
|
|
||||
Operating (loss) income
|
|
(32,342
|
)
|
|
81,104
|
|
|
(24,082
|
)
|
|
103,169
|
|
||||
Non-operating expense:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(15,888
|
)
|
|
(21,191
|
)
|
|
(33,047
|
)
|
|
(43,347
|
)
|
||||
Interest income
|
|
2
|
|
|
8
|
|
|
4
|
|
|
12
|
|
||||
Gain on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
381
|
|
||||
Other expense, net
|
|
(61
|
)
|
|
(34
|
)
|
|
(64
|
)
|
|
(62
|
)
|
||||
Total non-operating expense, net
|
|
(15,947
|
)
|
|
(21,217
|
)
|
|
(33,107
|
)
|
|
(43,016
|
)
|
||||
(Loss) income before income taxes
|
|
(48,289
|
)
|
|
59,887
|
|
|
(57,189
|
)
|
|
60,153
|
|
||||
Income tax benefit (expense)
|
|
11,973
|
|
|
(17,026
|
)
|
|
13,522
|
|
|
(16,841
|
)
|
||||
Net (loss) income
|
|
$
|
(36,316
|
)
|
|
$
|
42,861
|
|
|
$
|
(43,667
|
)
|
|
$
|
43,312
|
|
As Reported
|
|
Three Months Ended June 30, 2020
|
|
Three Months Ended June 30, 2019
|
||||
GAAP net (loss) income
|
|
$
|
(36,316
|
)
|
|
$
|
42,861
|
|
Income tax (benefit) expense
|
|
(11,973
|
)
|
|
17,026
|
|
||
Non-operating expense, including net interest expense
|
|
15,947
|
|
|
21,217
|
|
||
Local marketing agreement fees
|
|
1,006
|
|
|
438
|
|
||
Depreciation and amortization
|
|
13,122
|
|
|
13,545
|
|
||
Stock-based compensation expense
|
|
985
|
|
|
1,106
|
|
||
Loss (gain) on sale of assets or stations
|
|
3,767
|
|
|
(47,750
|
)
|
||
Impairment of intangible assets
|
|
4,509
|
|
|
—
|
|
||
Restructuring costs
|
|
2,343
|
|
|
13,024
|
|
||
Franchise taxes
|
|
235
|
|
|
352
|
|
||
Adjusted EBITDA
|
|
$
|
(6,375
|
)
|
|
$
|
61,819
|
|
Same Station (1)
|
|
Three Months Ended June 30, 2020
|
|
Three Months Ended June 30, 2019
|
||||
Net (loss) income
|
|
$
|
(36,454
|
)
|
|
$
|
45,703
|
|
Income tax (benefit) expense
|
|
(11,973
|
)
|
|
17,026
|
|
||
Non-operating expense, including net interest expense
|
|
15,947
|
|
|
21,217
|
|
||
Local marketing agreement fees
|
|
1,006
|
|
|
438
|
|
||
Depreciation and amortization
|
|
13,108
|
|
|
13,471
|
|
||
Stock-based compensation expense
|
|
985
|
|
|
1,106
|
|
||
Loss (gain) on sale of assets or stations
|
|
4,076
|
|
|
(49,841
|
)
|
||
Impairment of intangible assets
|
|
4,509
|
|
|
—
|
|
||
Restructuring costs
|
|
2,287
|
|
|
13,024
|
|
||
Franchise taxes
|
|
235
|
|
|
352
|
|
||
Adjusted EBITDA
|
|
$
|
(6,274
|
)
|
|
$
|
62,496
|
|
As Reported
|
|
Six Months Ended June 30, 2020
|
|
Six Months Ended June 30, 2019
|
||||
GAAP net loss
|
|
$
|
(43,667
|
)
|
|
$
|
43,312
|
|
Income tax (benefit) expense
|
|
(13,522
|
)
|
|
16,841
|
|
||
Non-operating expense, including net interest expense
|
|
33,107
|
|
|
43,397
|
|
||
Local marketing agreement fees
|
|
2,053
|
|
|
1,481
|
|
||
Depreciation and amortization
|
|
25,912
|
|
|
28,135
|
|
||
Stock-based compensation expense
|
|
1,704
|
|
|
2,314
|
|
||
Loss (gain) on sale of assets or stations
|
|
5,583
|
|
|
(47,724
|
)
|
||
Impairment of intangible assets
|
|
4,509
|
|
|
—
|
|
||
Restructuring costs
|
|
5,263
|
|
|
15,801
|
|
||
Franchise taxes
|
|
408
|
|
|
447
|
|
||
Gain on early extinguishment of debt
|
|
—
|
|
|
(381
|
)
|
||
Adjusted EBITDA
|
|
$
|
21,350
|
|
|
$
|
103,623
|
|
Same Station (1)
|
|
Six Months Ended June 30, 2020
|
|
Six Months Ended June 30, 2019
|
||||
Net (loss) income
|
|
$
|
(41,706
|
)
|
|
$
|
44,361
|
|
Income tax (benefit) expense
|
|
(13,522
|
)
|
|
16,841
|
|
||
Non-operating expense, including net interest expense
|
|
33,107
|
|
|
43,397
|
|
||
Local marketing agreement fees
|
|
2,053
|
|
|
1,481
|
|
||
Depreciation and amortization
|
|
25,738
|
|
|
27,828
|
|
||
Stock-based compensation expense
|
|
1,704
|
|
|
2,314
|
|
||
Loss (gain) on sale of assets or stations
|
|
4,690
|
|
|
(49,823
|
)
|
||
Impairment of intangible assets
|
|
4,509
|
|
|
—
|
|
||
Restructuring costs
|
|
5,174
|
|
|
15,801
|
|
||
Franchise taxes
|
|
408
|
|
|
447
|
|
||
Gain on early extinguishment of debt
|
|
—
|
|
|
(381
|
)
|
||
Adjusted EBITDA
|
|
$
|
22,155
|
|
|
$
|
102,266
|
|
|
|
Three Months Ended June 30, 2020
|
|
Three Months Ended June 30, 2019
|
||||
As reported net revenue
|
|
$
|
146,022
|
|
|
$
|
279,673
|
|
Station dispositions and swaps
|
|
(10
|
)
|
|
(6,222
|
)
|
||
Same station net revenue
|
|
$
|
146,012
|
|
|
$
|
273,451
|
|
Political revenue
|
|
(1,183
|
)
|
|
(810
|
)
|
||
Same station net revenue, excluding impact of political revenue
|
|
$
|
144,829
|
|
|
$
|
272,641
|
|
|
|
Three Months Ended June 30, 2020
|
|
Three Months Ended June 30, 2019
|
||||
As reported Adjusted EBITDA
|
|
$
|
(6,375
|
)
|
|
$
|
61,819
|
|
Station dispositions and swaps
|
|
101
|
|
|
677
|
|
||
Same station Adjusted EBITDA
|
|
$
|
(6,274
|
)
|
|
$
|
62,496
|
|
Political EBITDA
|
|
(1,065
|
)
|
|
(729
|
)
|
||
Same station Adjusted EBITDA, excluding impact of political EBITDA
|
|
$
|
(7,339
|
)
|
|
$
|
61,767
|
|
|
|
Six Months Ended June 30, 2020
|
|
Six Months Ended June 30, 2019
|
||||
As reported net revenue
|
|
$
|
373,936
|
|
|
$
|
547,169
|
|
Station dispositions and swaps
|
|
(1,451
|
)
|
|
(18,658
|
)
|
||
Same station net revenue
|
|
$
|
372,485
|
|
|
$
|
528,511
|
|
Political revenue
|
|
(6,109
|
)
|
|
(1,693
|
)
|
||
Same station net revenue, excluding impact of political revenue
|
|
$
|
366,376
|
|
|
$
|
526,818
|
|
|
|
Six Months Ended June 30, 2020
|
|
Six Months Ended June 30, 2019
|
||||
As reported Adjusted EBITDA
|
|
$
|
21,350
|
|
|
$
|
103,623
|
|
Station dispositions and swaps
|
|
805
|
|
|
(1,357
|
)
|
||
Same station Adjusted EBITDA
|
|
$
|
22,155
|
|
|
$
|
102,266
|
|
Political EBITDA
|
|
(5,498
|
)
|
|
(1,524
|
)
|
||
Same station Adjusted EBITDA, excluding impact of political EBITDA
|
|
$
|
16,657
|
|
|
$
|
100,742
|
|