CUMULUS MEDIA Reports Operating Results for Fourth Quarter
and Full Year 2018
Reports Q4 Net Revenue Growth of 5.2% and Adjusted EBITDA Growth of 31.6%
Reports Full Year Revenue Growth of 0.4% and Adjusted EBITDA Growth of 7.6%
ATLANTA, GA — March 18, 2019: Cumulus Media Inc. (NASDAQ: CMLS) (the “Company,” “we,” “us,” or “our”) today announced operating results for the three months and year ended December 31, 2018. As described in more detail below, results for the full-year 2018 period reflect the combined results of the Successor and Predecessor Companies in connection with the Company's emergence from Chapter 11.
For the three months ended December 31, 2018, the Company reported net revenue of $309.2 million, up 5.2% from the three months ended December 31, 2017, net income of $43.7 million and Adjusted EBITDA of $65.6 million, up 31.6% from the three months ended December 31, 2017. For the year ended December 31, 2018, the Company reported net revenue of $1,140.4 million, an increase of 0.4% from the year ended December 31, 2017, net income of $757.6 million and Adjusted EBITDA of $234.3 million, an increase of 7.6% from the year ended December 31, 2017. Net income for the year ended December 31, 2018 included after-tax gains associated with the Company's emergence from Chapter 11 of $641.0 million.
The operating results herein are not adjusted to reflect the impact of the recently announced divestiture of six stations to Educational Media Foundation. If the stations subject to this transaction were excluded for the twelve months ended December 31, 2018, net revenue would have been lower by $23 to $25 million and Adjusted EBITDA would have been lower by $5 to $7 million.
Earlier today, the Company completed a prepayment of $25.4 million principal amount of the Term Loan for $25.0 million, a discount to par value of 1.50%. This transaction was funded with cash from operations and the availability on the Revolving Credit Agreement remained unchanged.
As previously disclosed, on November 29, 2017, the Company and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (“Chapter 11”) in the United States Bankruptcy Court for the Southern District of New York (the “Court”). On May 10, 2018, the Court entered an order confirming the Company’s Plan of Reorganization (the “Plan”). On June 4, 2018, the Plan became effective in accordance with its terms and the Company emerged from Chapter 11.
The Company's operating results and key operating performance measures on a consolidated basis, as well as within the Cumulus Radio Station Group and Westwood One, were not materially impacted by the reorganization. For the purposes of the analysis of the results presented herein, the Company is presenting the combined results of operations for the period June 4, 2018 to December 31, 2018 of the Successor Company with the period January 1, 2018 to June 3, 2018 of the Predecessor Company. Although this presentation is not in accordance with accounting principles generally accepted in the United States, the Company believes presenting and analyzing the combined results allows for a more meaningful comparison of results for the twelve-month period ended December 31, 2018 to the twelve month period ended December 31, 2017. For more information regarding the Predecessor and Successor Company results, please see the Company’s Form 10-K for the year ended December 31, 2018 to be filed with the Securities and Exchange Commission (the “SEC”).
1
Mary G. Berner, President and Chief Executive Officer of CUMULUS MEDIA said, “We are delighted by the Company’s strong 2018 performance. Despite the challenges presented by our bankruptcy in the first half of the year and industry headwinds throughout the year, Cumulus was able to deliver its first full year of revenue growth in four years fueled by digital growth of more than 60%, its eighth straight quarter of increased market revenue share, and its second consecutive year of EBITDA growth after years of declines. That EBITDA growth, in conjunction with our October 2018 $50 million voluntary debt prepayment, brought our net leverage down to 5.2x at year end. Additionally, as previously announced, we entered into two station transactions this quarter, which should further reduce net leverage when completed later this year. In combination, these results demonstrate our firm commitment to the execution of our strategic priorities - maximizing operating performance, growing our digital businesses, and optimizing our asset portfolio - and the achievement of our financial goals of annually generating up to $100 million of free cash flow, reducing our net leverage to below 4.0x, and reinvesting in meaningful growth opportunities. With the entire Cumulus team, I look forward to demonstrating continued progress against all these objectives in coming quarters.”
Operating Summary (in thousands, except percentages and per share data):
Successor Company | Predecessor Company | ||||||||||
Three Months Ended December 31, 2018 | Three Months Ended December 31, 2017 | % Change | |||||||||
Net revenue | $ | 309,178 | $ | 293,861 | 5.2 | % | |||||
Net income (loss) | $ | 43,732 | $ | (206,116 | ) | N/A | |||||
Adjusted EBITDA (1) | $ | 65,615 | $ | 49,852 | 31.6 | % | |||||
Basic income (loss) per share | $ | 2.19 | $ | (7.03 | ) | N/A | |||||
Diluted income (loss) per share | $ | 2.18 | $ | (7.03 | ) | N/A | |||||
Successor Company | Predecessor Company | Non-GAAP - Successor and Predecessor Company | Predecessor Company | ||||||||||||||||
Period from June 4, 2018 through December 31, 2018 | Period January 1, 2018 through June 3, 2018 | Year Ended December 31, 2018 | Year Ended December 31, 2017 | % Change | |||||||||||||||
Net revenue | $ | 686,436 | $ | 453,924 | $ | 1,140,360 | $ | 1,135,662 | 0.4 | % | |||||||||
Net income (loss) | $ | 61,425 | $ | 696,156 | $ | 757,581 | $ | (206,565 | ) | N/A | |||||||||
Adjusted EBITDA (1) | $ | 153,835 | $ | 80,512 | $ | 234,347 | $ | 217,751 | 7.6 | % | |||||||||
Basic income (loss) per share | $ | 3.07 | $ | 23.73 | N/A | $ | (7.05 | ) | N/A | ||||||||||
Diluted income (loss) per share | $ | 3.05 | $ | 23.73 | N/A | $ | (7.05 | ) | N/A | ||||||||||
2
Successor Company | Predecessor Company | |||||||
December 31, 2018 | December 31, 2017 | |||||||
Cash and cash equivalents | $ | 27,584 | $ | 102,891 | ||||
Term loan | $ | 1,243,299 | $ | 1,722,209 | ||||
7.75% Senior Notes | — | 610,000 | ||||||
Total debt | $ | 1,243,299 | $ | 2,332,209 | ||||
Successor Company | Predecessor Company | |||||||||
Three Months Ended December 31, 2018 | Three Months Ended December 31, 2017 | % Change | ||||||||
Capital expenditures | $ | 7,818 | $ | 11,287 | (30.7 | )% | ||||
(1) | Adjusted EBITDA is not a financial measure calculated or presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). For additional information, see “Non-GAAP Financial Measure”. |
Successor Company | Predecessor Company | Non-GAAP - Successor and Predecessor Company | Predecessor Company | ||||||||||||||||
Period from June 4, 2018 through December 31, 2018 | Period from January 1, 2018 through June 3, 2018 | Year ended December 31, 2018 | Year ended December 31, 2017 | % Change | |||||||||||||||
Capital expenditures | $ | 15,684 | $ | 14,019 | $ | 29,703 | $ | 31,932 | (7.0 | )% | |||||||||
Results for Three Months Ended December 31, 2018
Net Revenue
The Company operates in 2 reportable segments, the Cumulus Radio Station Group and Westwood One. Cumulus Radio Station Group revenue is derived primarily from the sale of broadcasting time on our owned or operated stations to local, regional and national advertisers. Westwood One revenue is generated primarily through network advertising on our owned or operated stations and on its approximately 8,000 affiliate stations.
Corporate and Other includes overall executive, administrative and support functions for both the Company’s reportable segments, including accounting, finance, legal, human resources, information technology and programming functions.
The following tables present our net revenue by segment (dollars in thousands):
3
Three Months Ended December 31, 2018 (Successor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
Net revenue | $ | 212,404 | $ | 96,119 | $ | 655 | $ | 309,178 | ||||||||
% of total revenue | 68.7 | % | 31.1 | % | 0.2 | % | 100.0 | % | ||||||||
$ change from three months ended December 31, 2017 | $ | 10,491 | $ | 4,821 | $ | 5 | $ | 15,317 | ||||||||
% change from three months ended December 31, 2017 | 5.2 | % | 5.3 | % | 0.8 | % | 5.2 | % | ||||||||
Three Months Ended December 31, 2017 (Predecessor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
Net revenue | $ | 201,913 | $ | 91,298 | $ | 650 | $ | 293,861 | ||||||||
% of total revenue | 68.7 | % | 31.1 | % | 0.2 | % | 100.0 | % | ||||||||
Net income (loss)
The following tables present our net income (loss) by segment (dollars in thousands):
Three Months Ended December 31, 2018 (Successor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
Net income (loss) | $ | 51,662 | $ | 5,818 | $ | (13,748 | ) | $ | 43,732 | |||||||
$ change from three months ended December 31, 2017 | $ | 350,151 | $ | 3,463 | $ | (103,766 | ) | $ | 249,848 | |||||||
% change from three months ended December 31, 2017 | N/A | N/A | N/A | N/A | ||||||||||||
Three Months Ended December 31, 2017 (Predecessor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
Net (loss) income | $ | (298,489 | ) | $ | 2,355 | $ | 90,018 | $ | (206,116 | ) | ||||||
4
Adjusted EBITDA
The following tables present our Adjusted EBITDA by segment (dollars in thousands):
Three Months Ended December 31, 2018 (Successor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
Adjusted EBITDA | $ | 60,249 | $ | 12,896 | $ | (7,530 | ) | $ | 65,615 | |||||||
$ change from three months ended December 31, 2017 | $ | 11,267 | $ | 3,787 | $ | 709 | $ | 15,763 | ||||||||
% change from three months ended December 31, 2017 | 23.0 | % | 41.6 | % | 8.6 | % | 31.6 | % | ||||||||
Three Months Ended December 31, 2017 (Predecessor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
Adjusted EBITDA | $ | 48,982 | $ | 9,109 | $ | (8,239 | ) | $ | 49,852 | |||||||
Results for Year Ended December 31, 2018
Net Revenue
The following tables present our net revenue by segment (dollars in thousands):
Period from June 4, 2018 through December 31, 2018 (Successor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
Net revenue | $ | 477,118 | $ | 207,702 | $ | 1,616 | $ | 686,436 | ||||||||
Period from January 1, 2018 through June 3, 2018 (Predecessor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
Net revenue | $ | 303,317 | $ | 149,715 | $ | 892 | $ | 453,924 | ||||||||
Year Ended December 31, 2018 (Non-GAAP - Combined Predecessor and Successor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
Net revenue | $ | 780,435 | $ | 357,417 | $ | 2,508 | $ | 1,140,360 | ||||||||
% of total revenue | 68.4 | % | 31.4 | % | 0.2 | % | 100.0 | % | ||||||||
$ change from year ended December 31, 2017 | $ | (6,528 | ) | $ | 11,252 | $ | (26 | ) | $ | 4,698 | ||||||
% change from year ended December 31, 2017 | (0.8 | )% | 3.3 | % | (1.0 | )% | 0.4 | % | ||||||||
5
Year Ended December 31, 2017 (Predecessor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
Net revenue | $ | 786,963 | $ | 346,165 | $ | 2,534 | $ | 1,135,662 | ||||||||
% of total revenue | 69.3 | % | 30.5 | % | 0.2 | % | 100.0 | % | ||||||||
Net income (loss)
The following tables present our net income (loss) by segment (dollars in thousands):
Period from June 4, 2018 through December 31, 2018 (Successor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
Net income (loss) | $ | 112,385 | $ | 24,713 | $ | (75,673 | ) | $ | 61,425 | |||||||
Period from January 1, 2018 through June 3, 2018 (Predecessor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
Net (loss) income | $ | (477,966 | ) | $ | 259,441 | $ | 914,681 | $ | 696,156 | |||||||
Year Ended December 31, 2018 (Non-GAAP - Combined Predecessor and Successor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
Net (loss) income | $ | (365,581 | ) | $ | 284,154 | $ | 839,008 | $ | 757,581 | |||||||
$ change from year ended December 31, 2017 | $ | (180,358 | ) | $ | 255,293 | $ | 889,211 | $ | 964,146 | |||||||
% change from year ended December 31, 2017 | N/A | N/A | N/A | N/A | ||||||||||||
Year Ended December 31, 2017 (Predecessor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
Net (loss) income | $ | (185,223 | ) | $ | 28,861 | $ | (50,203 | ) | $ | (206,565 | ) | |||||
6
Adjusted EBITDA
The following tables present our Adjusted EBITDA by segment (dollars in thousands):
Period from June 4, 2018 through December 31, 2018 (Successor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
Adjusted EBITDA | $ | 131,509 | $ | 39,743 | $ | (17,417 | ) | $ | 153,835 | |||||||
Period from January 1, 2018 through June 3, 2018 (Predecessor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
Adjusted EBITDA | $ | 76,009 | $ | 19,210 | $ | (14,707 | ) | $ | 80,512 | |||||||
Year Ended December 31, 2018 (Non-GAAP - Combined Predecessor and Successor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
Adjusted EBITDA | $ | 207,518 | $ | 58,953 | $ | (32,124 | ) | $ | 234,347 | |||||||
$ change from year ended December 31, 2017 | $ | 9,743 | $ | 4,693 | $ | 2,160 | $ | 16,596 | ||||||||
% change from year ended December 31, 2017 | 4.9 | % | 8.6 | % | 6.3 | % | 7.6 | % | ||||||||
Year Ended December 31, 2017 (Predecessor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
Adjusted EBITDA | $ | 197,775 | $ | 54,260 | $ | (34,284 | ) | $ | 217,751 | |||||||
7
Earnings Conference Call Details
The Company will host a conference call today at 4:30 PM EDT to discuss its fourth quarter and full year 2018 operating results. A link to the webcast of the conference call will be available on the investor section of the Company’s website (www.cumulusmedia.com/investors/). The conference call dial-in number for domestic callers is 877-830-7699, and international callers should dial 248-847-2515 for call access. If prompted, the conference ID number is 4160518. Please call five to ten minutes in advance to ensure that you are connected prior to the call. Following completion, a telephonic replay can be accessed until 11:59 PM EDT on April 17, 2019, by dialing 855-859-2056 or 404-537-3406 and using the replay code 4160518.
Forward-Looking Statements
Certain statements in this release may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such statements are statements other than historical fact and relate to our intent, belief or current expectations primarily with respect to our future operating, financial, and strategic performance. Any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ from those contained in or implied by the forward-looking statements as a result of various factors including, but not limited to, risks and uncertainties related to our recently completed financial restructuring and other risk factors described from time to time in our filings with the Securities and Exchange Commission. Many of these risks and uncertainties are beyond our control, and the unexpected occurrence or failure to occur of any such events or matters could significantly alter our actual results of operations or financial condition. CUMULUS MEDIA assumes no responsibility to update any forward-looking statement as a result of new information, future events or otherwise.
About CUMULUS MEDIA
A leader in the radio broadcasting industry, CUMULUS MEDIA combines high-quality local programming with iconic, nationally syndicated media, sports and entertainment brands to deliver premium content choices to the 245 million people reached each week through its 433 owned-and-operated stations broadcasting in 88 US media markets (including eight of the top 10), approximately 8,000 broadcast radio stations affiliated with its Westwood One network and numerous digital channels. Together, the Cumulus Radio Station Group and Westwood One platforms make CUMULUS MEDIA one of the few media companies that can provide advertisers with national reach and local impact. The Cumulus Radio Station Group and Westwood One are the exclusive radio broadcast partner to some of the largest brands in sports, entertainment, news, and talk, including the NFL, the NCAA, the Masters, the Olympics, the GRAMMYs, the Academy of Country Music Awards, the American Music Awards, the Billboard Music Awards, and more. Additionally, the Company is the nation's leading provider of country music and lifestyle content through its NASH brand, which serves country fans nationwide through radio programming, exclusive digital content, and live events.
For further information, please contact:
Cumulus Media Inc.
Investor Relations Department
IR@cumulus.com
404-260-6600
8
CUMULUS MEDIA INC.
Unaudited Condensed Consolidated Statements of Operations
(Dollars in thousands)
Successor Company | Predecessor Company | |||||||
Period from June 4, 2018 through December 31, 2018 | Period from January 1, 2018 through June 3 ,2018 | |||||||
Net revenue | $ | 686,436 | $ | 453,924 | ||||
Operating expenses: | ||||||||
Content costs | 238,888 | 163,885 | ||||||
Selling, general and administrative expenses | 276,551 | 195,278 | ||||||
Depreciation and amortization | 34,060 | 22,046 | ||||||
Local marketing agreement fees | 2,471 | 1,809 | ||||||
Corporate expenses | 17,116 | 14,483 | ||||||
Stock-based compensation expense | 3,404 | 231 | ||||||
Acquisition-related restructuring costs | 11,194 | 2,455 | ||||||
Loss on sale of assets or stations | 103 | 158 | ||||||
Total operating expenses | 583,787 | 400,345 | ||||||
Operating income | 102,649 | 53,579 | ||||||
Non-operating (expense) income: | ||||||||
Reorganization items, net | — | 466,201 | ||||||
Interest expense | (50,718 | ) | (260 | ) | ||||
Interest income | 36 | 50 | ||||||
Gain on early extinguishment of debt | 201 | — | ||||||
Other expense, net | (3,096 | ) | (273 | ) | ||||
Total non-operating (expense) income, net | (53,577 | ) | 465,718 | |||||
Income before income tax benefit | 49,072 | 519,297 | ||||||
Income tax benefit | 12,353 | 176,859 | ||||||
Net income | $ | 61,425 | $ | 696,156 | ||||
9
CUMULUS MEDIA INC.
Unaudited Condensed Consolidated Statements of Operations
(Dollars in thousands)
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Successor Company | Predecessor Company | Non-GAAP Combined Predecessor and Successor Company | Predecessor Company | |||||||||||||
Net revenue | $ | 309,178 | $ | 293,861 | $ | 1,140,360 | $ | 1,135,662 | ||||||||
Operating expenses: | ||||||||||||||||
Content costs | 111,424 | 114,110 | 402,773 | 409,213 | ||||||||||||
Selling, general & administrative expenses | 124,772 | 120,824 | 471,829 | 471,300 | ||||||||||||
Depreciation and amortization | 15,539 | 14,629 | 56,106 | 62,239 | ||||||||||||
Local marketing agreement fees | 1,106 | 2,747 | 4,280 | 10,884 | ||||||||||||
Corporate expenses | 7,571 | 9,215 | 31,599 | 37,956 | ||||||||||||
Stock-based compensation expense | 1,620 | 191 | 3,635 | 1,614 | ||||||||||||
Acquisition-related and restructuring costs | 1,514 | 17,375 | 13,649 | 19,492 | ||||||||||||
Loss (gain) on sale of assets or stations | 69 | 86 | 261 | (2,499 | ) | |||||||||||
Impairment of intangible assets and goodwill | — | 335,909 | — | 335,909 | ||||||||||||
Total operating expenses | 263,615 | 615,086 | 984,132 | 1,346,108 | ||||||||||||
Operating income (loss) | 45,563 | (321,225 | ) | 156,228 | (210,446 | ) | ||||||||||
Non-operating (expense) income: | ||||||||||||||||
Reorganization items, net | — | (31,603 | ) | 466,201 | (31,603 | ) | ||||||||||
Interest expense | (22,138 | ) | (23,210 | ) | (50,978 | ) | (126,952 | ) | ||||||||
Interest income | 16 | 30 | 86 | 136 | ||||||||||||
Gain (loss) on early extinguishment of debt | 201 | — | 201 | (1,063 | ) | |||||||||||
Other income (expense), net | 53 | (299 | ) | (3,369 | ) | (363 | ) | |||||||||
Total non-operating (expense) income, net | (21,868 | ) | (55,082 | ) | 412,141 | (159,845 | ) | |||||||||
Income (loss) before income taxes | 23,695 | (376,307 | ) | 568,369 | (370,291 | ) | ||||||||||
Income tax benefit | 20,037 | 170,191 | 189,212 | 163,726 | ||||||||||||
Net Income (loss) | $ | 43,732 | $ | (206,116 | ) | $ | 757,581 | $ | (206,565 | ) | ||||||
10
Non-GAAP Financial Measure
From time to time we utilize certain financial measures that are not prepared or calculated in accordance with GAAP to assess our financial performance and profitability. Consolidated adjusted earnings before interest, taxes, depreciation, and amortization ("Adjusted EBITDA") and segment Adjusted EBITDA are the financial metrics by which management and the chief operating decision maker allocate resources of the Company and analyze the performance of the Company as a whole and each of our reportable segments. Management also uses this measure to determine the contribution of our core operations to the funding of our corporate resources utilized to manage our operations and our non-operating expenses including debt service and acquisitions. In addition, consolidated Adjusted EBITDA is a key metric for purposes of calculating and determining our compliance with certain covenants in our credit agreement.
In determining Adjusted EBITDA, the Company excludes from net income items not related to core operations and those that are non-cash including: interest, taxes, depreciation, amortization, stock-based compensation expense, gain or loss on the exchange, sale, or disposal of any assets or stations, early extinguishment of debt, local marketing agreement fees, expenses relating to acquisitions, divestitures, restructuring costs, reorganization items and non-cash impairments of assets, if any.
Management believes that Adjusted EBITDA, although not a measure that is calculated in accordance with GAAP, is commonly employed by the investment community as a measure for determining the market value of a media company and comparing the operational and financial performance among media companies. Management has also observed that Adjusted EBITDA is routinely utilized to evaluate and negotiate the potential purchase price for media companies. Given the relevance to our overall value, management believes that investors consider the metric to be extremely useful.
Adjusted EBITDA should not be considered in isolation or as a substitute for net income (loss), operating income, cash flows from operating activities or any other measure for determining the Company’s operating performance or liquidity that is calculated in accordance with GAAP. In addition, Adjusted EBITDA may be defined or calculated differently by other companies, and comparability may be limited.
11
The following tables reconcile net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to segment and consolidated Adjusted EBITDA for the period from June 4, 2018 through December 31, 2018, the period from January 1, 2018 through June 3, 2018 and the three and twelve months ended December 31, 2018 and 2017 (dollars in thousands):
Three Months Ended December 31, 2018 (Successor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
GAAP net income (loss) | $ | 51,662 | $ | 5,818 | $ | (13,748 | ) | $ | 43,732 | |||||||
Income tax benefit | — | — | (20,037 | ) | (20,037 | ) | ||||||||||
Non-operating (income) expense, including net interest (income) expense | (1 | ) | 247 | 21,823 | 22,069 | |||||||||||
Local marketing agreement fees | 1,037 | — | 69 | 1,106 | ||||||||||||
Depreciation and amortization | 7,475 | 6,801 | 1,263 | 15,539 | ||||||||||||
Stock-based compensation expense | — | — | 1,620 | 1,620 | ||||||||||||
Loss on sale of assets or stations | 70 | (1 | ) | — | 69 | |||||||||||
Acquisition-related and restructuring costs | 5 | 33 | 1,476 | 1,514 | ||||||||||||
Franchise and state taxes | 1 | (2 | ) | 205 | 204 | |||||||||||
Gain on early extinguishment of debt | — | — | (201 | ) | (201 | ) | ||||||||||
Adjusted EBITDA | $ | 60,249 | $ | 12,896 | $ | (7,530 | ) | $ | 65,615 | |||||||
Three Months Ended December 31, 2017 (Predecessor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
GAAP net (loss) income | $ | (298,489 | ) | $ | 2,355 | $ | 90,018 | $ | (206,116 | ) | ||||||
Income tax benefit | — | — | (170,191 | ) | (170,191 | ) | ||||||||||
Non-operating (income) expense, including net interest (income) expense | (1 | ) | 130 | 23,350 | 23,479 | |||||||||||
Local marketing agreement fees | 2,747 | — | — | 2,747 | ||||||||||||
Depreciation and amortization | 8,730 | 5,490 | 409 | 14,629 | ||||||||||||
Stock-based compensation expense | — | — | 191 | 191 | ||||||||||||
Loss on sale of assets or stations | 86 | — | — | 86 | ||||||||||||
Reorganization items, net | — | — | 31,603 | 31,603 | ||||||||||||
Impairment of intangible assets and goodwill | 335,909 | — | — | 335,909 | ||||||||||||
Franchise and state taxes | — | — | 140 | 140 | ||||||||||||
Acquisition-related and restructuring costs | — | 1,134 | 16,241 | 17,375 | ||||||||||||
Adjusted EBITDA | $ | 48,982 | $ | 9,109 | $ | (8,239 | ) | $ | 49,852 | |||||||
12
Period from June 4, 2018 through December 31, 2018 (Successor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
GAAP net income (loss) | $ | 112,385 | $ | 24,713 | $ | (75,673 | ) | $ | 61,425 | |||||||
Income tax benefit | — | — | (12,353 | ) | (12,353 | ) | ||||||||||
Non-operating (income) expense, including net interest (income) expense | (6 | ) | 500 | 53,283 | 53,777 | |||||||||||
Local marketing agreement fees | 2,402 | — | 69 | 2,471 | ||||||||||||
Depreciation and amortization | 16,619 | 14,595 | 2,846 | 34,060 | ||||||||||||
Stock-based compensation expense | — | — | 3,404 | 3,404 | ||||||||||||
Loss (gain) on sale or disposal of assets or stations | 104 | (1 | ) | — | 103 | |||||||||||
Gain on early extinguishment of debt | — | — | (201 | ) | (201 | ) | ||||||||||
Acquisition-related and restructuring costs | 5 | (64 | ) | 11,253 | 11,194 | |||||||||||
Franchise and state taxes | — | — | (45 | ) | (45 | ) | ||||||||||
Adjusted EBITDA | $ | 131,509 | $ | 39,743 | $ | (17,417 | ) | $ | 153,835 | |||||||
Period from January 1, 2018 through June 3, 2018 (Predecessor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
GAAP net (loss) income | $ | (477,966 | ) | $ | 259,441 | $ | 914,681 | $ | 696,156 | |||||||
Income tax benefit | — | — | (176,859 | ) | (176,859 | ) | ||||||||||
Non-operating (income) expense, including net interest (income) expense | (2 | ) | 204 | 281 | 483 | |||||||||||
Local marketing agreement fees | 1,809 | — | — | 1,809 | ||||||||||||
Depreciation and amortization | 10,251 | 9,965 | 1,830 | 22,046 | ||||||||||||
Stock-based compensation expense | — | — | 231 | 231 | ||||||||||||
Loss on sale or disposal of assets or stations | 14 | — | 144 | 158 | ||||||||||||
Reorganization items, net | 541,903 | (251,487 | ) | (756,617 | ) | (466,201 | ) | |||||||||
Acquisition-related and restructuring costs | — | 1,087 | 1,368 | 2,455 | ||||||||||||
Franchise and state taxes | — | — | 234 | 234 | ||||||||||||
Adjusted EBITDA | $ | 76,009 | $ | 19,210 | $ | (14,707 | ) | $ | 80,512 | |||||||
13
Year Ended December 31, 2018 (Non-GAAP - Combined Predecessor and Successor) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
GAAP net (loss) income | $ | (365,581 | ) | $ | 284,154 | $ | 839,008 | $ | 757,581 | |||||||
Income tax benefit | — | — | (189,212 | ) | (189,212 | ) | ||||||||||
Non-operating (income) expense, including net interest (income) expense | (8 | ) | 704 | 53,564 | 54,260 | |||||||||||
Local marketing agreement fees | 4,211 | — | 69 | 4,280 | ||||||||||||
Depreciation and amortization | 26,870 | 24,560 | 4,676 | 56,106 | ||||||||||||
Stock-based compensation expense | — | — | 3,635 | 3,635 | ||||||||||||
Loss (gain) on sale or disposal of assets or stations | 118 | (1 | ) | 144 | 261 | |||||||||||
Reorganization items, net | 541,903 | (251,487 | ) | (756,617 | ) | (466,201 | ) | |||||||||
Gain on early extinguishment of debt | — | — | (201 | ) | (201 | ) | ||||||||||
Acquisition-related and restructuring costs | 5 | 1,023 | 12,621 | 13,649 | ||||||||||||
Franchise and state taxes | — | — | 189 | 189 | ||||||||||||
Adjusted EBITDA | $ | 207,518 | $ | 58,953 | $ | (32,124 | ) | $ | 234,347 | |||||||
Year Ended December 31, 2017 (Predecessor Company) | ||||||||||||||||
Cumulus Radio Station Group | Westwood One | Corporate and Other | Consolidated | |||||||||||||
GAAP net (loss) income | $ | (185,223 | ) | $ | 28,861 | $ | (50,203 | ) | $ | (206,565 | ) | |||||
Income tax benefit | — | — | (163,726 | ) | (163,726 | ) | ||||||||||
Non-operating expense (income), including net interest (income) expense | (6 | ) | 537 | 126,648 | 127,179 | |||||||||||
Local marketing agreement fees | 10,884 | — | — | 10,884 | ||||||||||||
Depreciation and amortization | 38,734 | 21,836 | 1,669 | 62,239 | ||||||||||||
Stock-based compensation expense | — | — | 1,614 | 1,614 | ||||||||||||
(Gain) loss on sale of assets or stations | (2,523 | ) | — | 24 | (2,499 | ) | ||||||||||
Reorganization items, net | — | — | 31,603 | 31,603 | ||||||||||||
Impairment of intangible assets and goodwill | 335,909 | — | — | 335,909 | ||||||||||||
Acquisition-related and restructuring costs | — | 3,026 | 16,466 | 19,492 | ||||||||||||
Franchise and state taxes | — | — | 558 | 558 | ||||||||||||
Loss on early extinguishment of debt | — | — | 1,063 | 1,063 | ||||||||||||
Adjusted EBITDA | $ | 197,775 | $ | 54,260 | $ | (34,284 | ) | $ | 217,751 | |||||||
14