Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 13, 2018 | |
Document Information [Line Items] | ||
Entity Registrant Name | CUMULUS MEDIA INC | |
Trading Symbol | CMLS | |
Entity Central Index Key | 1,058,623 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,613,356 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,743,447 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Restricted cash | $ 29,200,000 | $ 9,000,000 |
Property and equipment, net | 235,527,000 | 191,604,000 |
Successor Company | ||
Current assets: | ||
Cash and cash equivalents | 37,444,000 | |
Restricted cash | 29,226,000 | |
Accounts receivable, less allowance for doubtful accounts of $293 and $4,322 at June 30, 2018 and December 31, 2017, respectively | 231,765,000 | |
Trade receivable | 5,195,000 | |
Assets held for sale | 80,000,000 | |
Prepaid expenses and other current assets | 30,163,000 | |
Total current assets | 413,793,000 | |
Property and equipment, net | 235,527,000 | |
Broadcast licenses | 935,976,000 | |
Other intangible assets, net | 209,765,000 | |
Goodwill | 0 | |
Other assets | 18,173,000 | |
Total assets | 1,813,234,000 | |
Current liabilities: | ||
Accounts payable and accrued expenses | 112,836,000 | |
Trade payable | 3,267,000 | |
Current portion of term loan | 13,000,000 | |
Total current liabilities | 129,103,000 | |
Term loan | 1,287,000,000 | |
Other liabilities | 24,098,000 | |
Deferred income taxes | 42,401,000 | |
Liabilities subject to compromise | 0 | |
Total liabilities | 1,482,602,000 | |
Commitments and Contingencies (Note 14) | ||
Stockholders’ equity (deficit): | ||
Additional paid-in-capital | 325,652,000 | |
Predecessor accumulated deficit | 4,980,000 | |
Total stockholders’ equity (deficit) | 330,632,000 | |
Total liabilities and stockholders’ equity | 1,813,234,000 | |
Successor Company | Class A common stock | ||
Stockholders’ equity (deficit): | ||
Common stock | 0 | |
Successor Company | Class B common stock | ||
Stockholders’ equity (deficit): | ||
Common stock | $ 0 | |
Predecessor Company | ||
Current assets: | ||
Cash and cash equivalents | 102,891,000 | |
Restricted cash | 8,999,000 | |
Accounts receivable, less allowance for doubtful accounts of $293 and $4,322 at June 30, 2018 and December 31, 2017, respectively | 235,247,000 | |
Trade receivable | 4,224,000 | |
Assets held for sale | 0 | |
Prepaid expenses and other current assets | 42,259,000 | |
Total current assets | 393,620,000 | |
Property and equipment, net | 191,604,000 | |
Broadcast licenses | 1,203,809,000 | |
Other intangible assets, net | 82,994,000 | |
Goodwill | 135,214,000 | |
Other assets | 20,078,000 | |
Total assets | 2,027,319,000 | |
Current liabilities: | ||
Accounts payable and accrued expenses | 36,157,000 | |
Trade payable | 0 | |
Current portion of term loan | 0 | |
Total current liabilities | 36,157,000 | |
Term loan | 0 | |
Other liabilities | 54,000 | |
Deferred income taxes | 0 | |
Total liabilities not subject to compromise | 36,211,000 | |
Liabilities subject to compromise | 2,687,223,000 | |
Total liabilities | 2,723,434,000 | |
Commitments and Contingencies (Note 14) | ||
Stockholders’ equity (deficit): | ||
Predecessor treasury stock, at cost, 2,806,187 shares at December 31, 2017 | (229,310,000) | |
Additional paid-in-capital | 1,626,428,000 | |
Predecessor accumulated deficit | (2,093,554,000) | |
Total stockholders’ equity (deficit) | (696,115,000) | |
Total liabilities and stockholders’ equity | 2,027,319,000 | |
Predecessor Company | Class A common stock | ||
Stockholders’ equity (deficit): | ||
Common stock | 320,000 | |
Predecessor Company | Class C common stock | ||
Stockholders’ equity (deficit): | ||
Common stock | $ 1,000 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Successor Company | ||
Condensed Financial Statements, Captions [Line Items] | ||
Allowance for doubtful accounts | $ 293 | |
Common stock, shares outstanding | 16,305,384 | |
Successor Company | Class A common stock | ||
Condensed Financial Statements, Captions [Line Items] | ||
Common stock, par value (usd per share) | $ 0.00 | |
Common stock, shares authorized | 100,000,000 | |
Common stock, shares issued | 12,396,395 | |
Common stock, shares outstanding | 12,396,395 | |
Successor Company | Class B common stock | ||
Condensed Financial Statements, Captions [Line Items] | ||
Common stock, par value (usd per share) | $ 0.00 | |
Common stock, shares authorized | 100,000,000 | |
Common stock, shares issued | 3,908,989 | |
Common stock, shares outstanding | 3,908,989 | |
Predecessor Company | ||
Condensed Financial Statements, Captions [Line Items] | ||
Allowance for doubtful accounts | $ 4,322 | |
Treasury stock, shares | 2,806,187 | |
Predecessor Company | Class A common stock | ||
Condensed Financial Statements, Captions [Line Items] | ||
Common stock, par value (usd per share) | $ 0.01 | |
Common stock, shares authorized | 93,750,000 | |
Common stock, shares issued | 32,031,054 | |
Common stock, shares outstanding | 29,225,765 | |
Predecessor Company | Class C common stock | ||
Condensed Financial Statements, Captions [Line Items] | ||
Common stock, par value (usd per share) | $ 0.01 | |
Common stock, shares authorized | 80,609 | |
Common stock, shares issued | 80,609 | |
Common stock, shares outstanding | 80,609 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2017 | Jun. 03, 2018 | Jun. 30, 2018 | |
Successor Company | |||||
Net revenue | $ 95,004 | ||||
Operating expenses: | |||||
Content costs | 27,685 | ||||
Selling, general and administrative expenses | 38,719 | ||||
Depreciation and amortization | 4,379 | ||||
Local marketing agreement fees | 358 | ||||
Corporate expenses (including stock-based compensation expense of $652, $65 and $530, respectively) | 10,125 | ||||
Loss on sale or disposal of assets or stations | 0 | ||||
Total operating expenses | 81,266 | ||||
Operating income | 13,738 | ||||
Non-operating (expense) income: | |||||
Reorganization items, net | 0 | ||||
Interest expense | (6,176) | ||||
Interest income | 4 | ||||
Other income (expense), net | 20 | ||||
Total non-operating (expense) income, net | (6,152) | ||||
Income before income tax (expense) benefit | 7,586 | ||||
Income tax (expense) benefit | (2,606) | ||||
Net income | $ 4,980 | ||||
Basic and diluted earnings per common share (see Note 13, “Earnings (loss) Per Share”): | |||||
Basic: Earnings per share (USD per share) | $ 0.25 | ||||
Diluted: Earnings per share (USD per share) | $ 0.25 | ||||
Weighted average basic common shares outstanding (in shares) | 20,004,736 | ||||
Weighted average diluted common shares outstanding (in shares) | 20,300,025 | ||||
Predecessor Company | |||||
Net revenue | $ 95,004 | $ 190,245 | $ 290,531 | $ 453,924 | $ 554,561 |
Operating expenses: | |||||
Content costs | 59,117 | 93,289 | 159,681 | 195,069 | |
Selling, general and administrative expenses | 85,097 | 120,506 | 199,482 | 234,896 | |
Depreciation and amortization | 10,065 | 16,120 | 22,046 | 32,402 | |
Local marketing agreement fees | 702 | 2,713 | 1,809 | 5,420 | |
Corporate expenses (including stock-based compensation expense of $652, $65 and $530, respectively) | 6,682 | 10,473 | 17,169 | 21,428 | |
Loss on sale or disposal of assets or stations | 147 | 104 | 158 | (2,502) | |
Total operating expenses | 161,810 | 243,205 | 400,345 | 486,713 | |
Operating income | 28,435 | 47,326 | 53,579 | 67,848 | |
Non-operating (expense) income: | |||||
Reorganization items, net | 496,368 | 0 | 466,201 | 0 | |
Interest expense | (132) | (34,344) | (260) | (68,407) | |
Interest income | 21 | 35 | 50 | 72 | |
Other income (expense), net | (276) | (111) | (273) | (28) | |
Total non-operating (expense) income, net | 495,981 | (34,420) | 465,718 | (68,363) | |
Income before income tax (expense) benefit | 524,416 | 12,906 | 519,297 | (515) | |
Income tax (expense) benefit | 176,741 | (7,234) | 176,859 | (1,208) | |
Net income | $ 701,157 | $ 5,672 | $ 696,156 | $ (1,723) | |
Basic and diluted earnings per common share (see Note 13, “Earnings (loss) Per Share”): | |||||
Basic: Earnings per share (USD per share) | $ 23.90 | $ 0.19 | $ 23.73 | $ (0.06) | |
Diluted: Earnings per share (USD per share) | $ 23.90 | $ 0.19 | $ (0.06) | ||
Weighted average basic common shares outstanding (in shares) | 29,338,329 | 29,306,374 | 29,338,329 | 29,306,374 | |
Weighted average diluted common shares outstanding (in shares) | 29,338,329 | 29,306,374 | 29,338,329 | 29,306,374 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2018 | |
Stock-based compensation expense | $ 652 | ||||
Successor Company | |||||
Stock-based compensation expense | $ 652 | ||||
Predecessor Company | |||||
Stock-based compensation expense | $ 204 | $ 530 | $ 370 | $ 1,068 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY Statement - USD ($) $ in Thousands | Total | Common StockClass A common stock | Common StockClass B common stock | Common StockClass C common stock | Treasury Stock | Additional Paid-In Capital | (Accumulated Deficit) Retained Earnings |
Beginning balance (in shares) (Predecessor Company) at Dec. 31, 2017 | 32,031,054 | 0 | 80,609 | 2,806,187 | |||
Beginning balance (Predecessor Company) at Dec. 31, 2017 | $ (696,115) | $ 320 | $ 0 | $ 1 | $ (229,310) | $ 1,626,428 | $ (2,093,554) |
Net loss | Predecessor Company | (44,000) | (44,000) | |||||
Net income (loss) | Predecessor Company | 696,156 | ||||||
Other | Predecessor Company | 247 | 247 | |||||
Stock-based compensation expense | Predecessor Company | 231 | 231 | |||||
Ending balance (in shares) (Predecessor Company) at Jun. 03, 2018 | 32,031,054 | 0 | 80,609 | 2,806,187 | |||
Ending balance (Predecessor Company) at Jun. 03, 2018 | (739,637) | $ 320 | $ 0 | $ 1 | $ (229,310) | 1,626,906 | (2,137,554) |
Beginning balance (in shares) (Predecessor Company) at Dec. 31, 2017 | 32,031,054 | 0 | 80,609 | 2,806,187 | |||
Beginning balance (Predecessor Company) at Dec. 31, 2017 | (696,115) | $ 320 | $ 0 | $ 1 | $ (229,310) | 1,626,428 | (2,093,554) |
Net income (loss) | Predecessor Company | (1,723) | ||||||
Ending balance (in shares) (Successor Company) at Jun. 30, 2018 | 12,396,395 | 3,908,989 | 0 | 0 | |||
Ending balance (Successor Company) at Jun. 30, 2018 | 330,632 | $ 0 | $ 0 | $ 0 | $ 0 | 325,652 | 4,980 |
Beginning balance (in shares) (Predecessor Company) at Jun. 03, 2018 | 32,031,054 | 0 | 80,609 | 2,806,187 | |||
Beginning balance (Predecessor Company) at Jun. 03, 2018 | (739,637) | $ 320 | $ 0 | $ 1 | $ (229,310) | 1,626,906 | (2,137,554) |
Cancellation of Predecessor Common Stock (in shares) | Predecessor Company | (32,031,054) | (80,609) | (2,806,187) | ||||
Cancellation of Predecessor common stock | Predecessor Company | (1,397,917) | $ (320) | $ (1) | $ 229,310 | (1,626,906) | ||
Elimination of accumulated deficit | Predecessor Company | 2,137,554 | 2,137,554 | |||||
Issuance of Successor Company Common Stock (shares) | Successor Company | 11,052,211 | 5,218,209 | |||||
Issuance of Successor common stock | Successor Company | 264,394 | 264,394 | |||||
Net income | Successor Company | 60,606 | 60,606 | |||||
Ending balance (in shares) (Successor Company) at Jun. 04, 2018 | 11,052,211 | 5,218,209 | |||||
Ending balance (Successor Company) at Jun. 04, 2018 | 325,000 | 325,000 | |||||
Beginning balance (in shares) (Predecessor Company) at Jun. 03, 2018 | 32,031,054 | 0 | 80,609 | 2,806,187 | |||
Beginning balance (Predecessor Company) at Jun. 03, 2018 | (739,637) | $ 320 | $ 0 | $ 1 | $ (229,310) | 1,626,906 | (2,137,554) |
Net income (loss) | Successor Company | 4,980 | 4,980 | |||||
Stock-based compensation expense | Successor Company | 652 | 652 | |||||
Conversion of Class B Common Stock (in shares) | Successor Company | 1,344,184 | (1,344,184) | |||||
Exercise of warrants | Successor Company | 34,964 | ||||||
Ending balance (in shares) (Successor Company) at Jun. 30, 2018 | 12,396,395 | 3,908,989 | 0 | 0 | |||
Ending balance (Successor Company) at Jun. 30, 2018 | $ 330,632 | $ 0 | $ 0 | $ 0 | $ 0 | $ 325,652 | $ 4,980 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 1 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2017 | |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | |||
Non-cash reorganization items, net | $ 0 | $ 0 | |
Successor Company | |||
Cash flows from operating activities: | |||
Net income (loss) | 4,980 | ||
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | |||
Depreciation and amortization | 4,379 | ||
Amortization of debt issuance costs/discounts | 0 | ||
Provision for doubtful accounts | 322 | ||
Loss (gain) on sale or disposal of assets or stations | 0 | ||
Deferred income taxes | 2,606 | ||
Stock-based compensation expense | 652 | ||
Changes in assets and liabilities: | |||
Accounts receivable | (16,363) | ||
Trade receivable | 26 | ||
Prepaid expenses and other current assets | (241) | ||
Other assets | (156) | ||
Accounts payable and accrued expenses | 2,065 | ||
Trade payable | 13 | ||
Other liabilities | 5 | ||
Net cash (used in) provided by operating activities | (1,712) | ||
Cash flows from investing activities: | |||
Acquisition | (18,000) | ||
Proceeds from sale of assets or stations | 0 | ||
Capital expenditures | (1,969) | ||
Net cash used in investing activities | (19,969) | ||
Cash flows from financing activities: | |||
Adequate protection payments on term loan | 0 | ||
Deferred financing costs | 0 | ||
Net cash used in financing activities | 0 | ||
(Decrease) increase in cash and cash equivalents and restricted cash | (21,681) | ||
Cash and cash equivalents and restricted cash at end of period | 66,670 | ||
Predecessor Company | |||
Cash flows from operating activities: | |||
Net income (loss) | $ 696,156 | (1,723) | |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | |||
Depreciation and amortization | 22,046 | 32,402 | |
Amortization of debt issuance costs/discounts | 0 | 5,055 | |
Provision for doubtful accounts | 5,993 | 1,993 | |
Loss (gain) on sale or disposal of assets or stations | 158 | (2,502) | |
Non-cash reorganization items, net | (523,651) | ||
Deferred income taxes | (179,455) | 1,206 | |
Stock-based compensation expense | 231 | 1,068 | |
Changes in assets and liabilities: | |||
Accounts receivable | 12,697 | 3,078 | |
Trade receivable | (997) | (74) | |
Prepaid expenses and other current assets | (5,831) | (9,943) | |
Other assets | (436) | 281 | |
Accounts payable and accrued expenses | 7,777 | (11,075) | |
Trade payable | 190 | (333) | |
Other liabilities | (5,746) | (2,493) | |
Net cash (used in) provided by operating activities | 29,132 | 16,940 | |
Cash flows from investing activities: | |||
Acquisition | 0 | 0 | |
Proceeds from sale of assets or stations | 0 | 6,090 | |
Capital expenditures | (14,019) | (13,203) | |
Net cash used in investing activities | (14,019) | (7,113) | |
Cash flows from financing activities: | |||
Adequate protection payments on term loan | (37,802) | 0 | |
Deferred financing costs | (850) | (94) | |
Net cash used in financing activities | (38,652) | (94) | |
(Decrease) increase in cash and cash equivalents and restricted cash | (23,539) | 9,733 | |
Cash and cash equivalents and restricted cash at beginning of period | $ 88,351 | 111,890 | 139,284 |
Cash and cash equivalents and restricted cash at end of period | $ 88,351 | $ 149,017 |
Nature of Business, Interim Fin
Nature of Business, Interim Financial Data and Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business, Interim Financial Data and Basis of Presentation | Nature of Business, Interim Financial Data and Basis of Presentation: Cumulus Media Inc. (and its consolidated subsidiaries, except as the context may otherwise require, “CUMULUS MEDIA,” “we,” “us,” “our,” or the “Company”) is a Delaware corporation, organized in 2018, and successor to a Delaware corporation with the same name that had been organized in 2002. Nature of Business 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 441 owned-and-operated stations broadcasting in 90 U.S. 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 partners 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. Basis of Presentation As previously disclosed, on November 29, 2017 (the “Petition Date”), CM Wind Down Topco Inc. (formerly known as Cumulus Media Inc.), a Delaware corporation (“Old Cumulus”) and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Petitions”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors’ chapter 11 cases (the "Chapter 11 Cases") were jointly administered under the caption In re Cumulus Media Inc., et al, Case No. 17-13381. On May 10, 2018, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law and Order Confirming the Debtors’ First Amended Joint Chapter 11 Plan of Reorganization [Docket No. 769] (the “Confirmation Order”), which confirmed the First Amended Joint Plan of Reorganization of Cumulus Media Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 446] (the “Plan”), as modified by the Confirmation Order. On June 4, 2018 (the “Effective Date”), Old Cumulus satisfied the conditions to effectiveness set forth in the Confirmation Order and in the Plan, the Plan was substantially consummated, and Old Cumulus and the other Debtors emerged from Chapter 11. On June 29, 2018, the Bankruptcy Court entered an order closing the Chapter 11 Cases of all of the Debtors other than Old Cumulus, whose case will remain open for purposes of fully administering its estate, including reconciling claims subject to compromise under the Plan. Although Old Cumulus emerged from Chapter 11 on the Effective Date, the Old Cumulus Chapter 11 Case will remain open until its estate has been fully administered and the Bankruptcy Court enters an order closing its case. In connection with its emergence, Old Cumulus implemented a series of internal reorganization transactions authorized by the Plan pursuant to which it transferred substantially all of its remaining assets to an indirectly wholly owned subsidiary of reorganized Cumulus Media Inc. (formerly known as CM Emergence Newco Inc.), a Delaware corporation (“CUMULUS MEDIA” or the “Company”), prior to winding down its business. References to “Successor” or “Successor Company” relate to the balance sheet and results of operations of CUMULUS MEDIA on and subsequent to June 4, 2018. References to “Predecessor”, “Predecessor Company” or “Old Cumulus” refer to the balance sheet and results of operations of Old Cumulus prior to June 4, 2018. Upon emergence from Chapter 11 on the Effective Date, the Company has applied Accounting Standards Codification (“ASC”) 852 - Reorganizations (“ASC 852”) in preparing its consolidated financial statements (see Note 2, “Emergence from Chapter 11” and Note 3 “Fresh Start Accounting”). As a result of the application of fresh start accounting and the effects of the implementation of the Plan, a new entity for financial reporting purposes was created, and as such the consolidated financial statements on and after June 4, 2018 are not comparable to the consolidated financial statements prior to that date. Refer to Note 3, “Fresh Start Accounting” for additional information. Subsequent to the Petition Date and before the Effective Date, all expenses, gains and losses directly associated with the reorganization proceedings are reported as Reorganization items, net, in the accompanying Condensed Consolidated Statements of Operations. In addition, liabilities subject to compromise during the pendency of the Chapter 11 Cases are distinguished from liabilities of the Company that are not expected to be compromised, including post-petition liabilities, in the accompanying Condensed Consolidated Balance Sheets. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Interim Financial Data In the opinion of management, all adjustments, other than bankruptcy related adjustments as described in Note 3, "Fresh Start Accounting", consist of normal, recurring adjustments, necessary for a fair statement of the Company’s results of operations for, and financial condition as of the end of, the interim periods have been made. The results of operations and cash flows of the Successor for the period from June 4, 2018 through June 30, 2018 and of the Predecessor for the period from April 1, 2018 through June 3, 2018 and the Company’s financial condition as of June 30, 2018, are not necessarily indicative of the results of operations or cash flows that can be expected for, or the Company’s financial condition that can be expected as of the end of, any other interim period or for the fiscal year ending December 31, 2018. These consolidated interim financial statements should be read in conjunction with CUMULUS MEDIA’s Annual Report on Form 10-K for the year ended December 31, 2017. Going Concern In accordance with the requirements of Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40), and ASC 205-40, the Company has the responsibility to evaluate at each reporting period, including interim periods, whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations. In its evaluation for this report, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due within one year following the date of issuance of this Quarterly Report on Form 10-Q. During the pendency of the Chapter 11 Cases, the Company’s ability to continue as a going concern was contingent upon a variety of factors, including the Bankruptcy Court’s approval of the Plan and the Company’s ability to successfully implement the Plan. As a result of the effectiveness of the Plan, the Company believes it has the ability to meet its obligations for at least one year from the date of issuance of this Form 10-Q. Assets Held for Sale During the year ended December 31, 2015, the Company entered into an agreement to sell certain land in the Company's Washington, DC market to a third party. The closing of the transaction is subject to various conditions and approvals which remain pending. The asset was classified as held for sale in the Consolidated Balance Sheet at December 31, 2016. At December 31, 2017, the sale of this asset was subject to Bankruptcy Court approval, and consequently, the asset no longer met the definition of held for sale and was classified on the Consolidated Balance Sheet as Property and Equipment, net. As a result of the Company's emergence from Chapter 11, as of June 30, 2018, the asset again met the criteria to be classified as held for sale. Supplemental Cash Flow Information The following summarizes supplemental cash flow information to be read in conjunction with the Condensed Consolidated Statements of Cash Flows for the Period from June 4, 2018 through June 30, 2018 (Successor), Period from January 1, 2018 through June 3, 2018 (Predecessor) and the Six Months Ended June 30, 2017 (Predecessor): Successor Company Predecessor Company Period from June 4, 2018 through June 30, Period from January 1, 2018 through June 3, Six Months Ended June 30, 2018 2018 2017 Supplemental disclosures of cash flow information: Interest paid $ 5,878 $ — $ 62,609 Income taxes paid 2,847 1,992 2,790 Supplemental disclosures of non-cash flow information: Trade revenue $ 3,297 $ 18,973 $ 20,253 Trade expense 3,246 17,964 19,485 Transfer of deposit from escrow - WKQX acquisition 4,750 — — Supplemental disclosures of non-cash reorganization items: 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 ) — Long-term debt (994,407 ) Stockholders' equity — 324,620 — Reconciliation of cash and cash equivalents and restricted cash to the Condensed Consolidated Balance Sheet: Cash and cash equivalents $ 37,444 $ 50,046 $ 141,195 Restricted cash 29,226 38,305 7,822 Total cash and cash equivalents and restricted cash $ 66,670 $ 88,351 $ 149,017 Recent Accounting Standards Updates ASU 2016-02 - Leases (“ASU 2016-02”) . In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, which provides updated guidance for the accounting for leases. This update requires lessees to recognize assets and liabilities for the rights and obligations created by leases with a term longer than one year. Leases will be classified as either finance or operating, thereby impacting the pattern of expense recognition in the statement of operations. ASU 2016-02 will be effective for fiscal years beginning after December 15, 2018, and interim periods thereafter. Early adoption is permitted. The Company is currently assessing the impact that ASU 2016-02 will have on its consolidated financial statements and plans to adopt the new standard effective January 1, 2019. Adoption of New Accounting Standards ASU 2014-09 and related updates - Revenue from Contracts with Customers ("ASU 2014-09") or ("ASC 606") . On January 1, 2018, the Company adopted ASC 606, which is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services and satisfaction of performance obligations to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company applied the modified retrospective method to contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018, are presented under ASC 606, while prior period amounts have not been adjusted and continue to be reported under the previous accounting standards. There was not a material impact to revenues as a result of the recognition of revenue in accordance with ASC 606 for the three and six months ended June 30, 2018, and there have not been significant changes to the Company's business processes, systems, or internal controls as a result of implementing the standard. See Note 4, "Revenues" for further details. ASU 2016-01 - Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01") . In January 2016, the FASB issued ASU 2016-01 which enhances the reporting model for financial instruments including aspects of recognition, measurement, presentation and disclosure. This ASU revises the accounting requirements related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. This ASU also changes certain disclosure requirements associated with the fair value of financial instruments. These changes require an entity to measure, at fair value, investments in equity securities and other ownership interests in an entity - including investments in partnerships, unincorporated joint ventures and limited liability companies that do not result in consolidation and are not accounted for under the equity method - and recognize the changes in fair value within net income. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. In February 2018, the FASB issued ASU 2018-03 - Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2018-03") which provides an option for a company to "un-elect" the measurement alternative and elect to account for the investment at fair value through current earnings for certain equity investments that do not have readily determinable fair values. However, once a company makes this election for a particular investment, it must apply the fair value through current earnings model to all identical investments and/or similar investments from the same issuer. Further, a company cannot elect the measurement alternative for future purchases of identical or similar investments of the same issuer. The Company adopted ASU 2016-01 as of January 1, 2018 on a prospective basis. The Company un-elected the measurement alternative and will continue to value joint venture investments at fair value through current earnings. As such, there was no impact to the Condensed Consolidated Financial Statements. ASU 2016-15 - Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). In August 2016, the FASB issued ASU 2016-15 which provides guidance for several new and/or revised disclosures pertaining to the classification of certain cash receipts and cash payments on the statement of cash flows, including contingent consideration payments made after a business acquisition. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. The Company adopted ASU 2016-15 as of January 1, 2018 and there was no impact to the Condensed Consolidated Financial Statements. ASU 2016-18 - Restricted Cash ("ASU 2016-18"). In November 2016, the FASB issued ASU 2016-18 which provides guidance for the accounting for the disclosure of restricted cash on the statement of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. The Company adopted ASU 2016-18 as of January 1, 2018. Upon adoption of ASU 2016-18 on January 1, 2018, restricted cash balances were included along with cash and cash equivalents as of the end of the period and beginning of the period, respectively, in the Company's Condensed Consolidated Cash Flows for all periods presented. Additionally, separate line items showing changes in restricted cash balances have been eliminated from the Condensed Consolidated Statement of Cash Flows. ASU 2017-01 - Clarifying the Definition of a Business ("ASU 2017-01") . In January 2017, the FASB issued guidance that clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The new standard is effective for fiscal years, and interim periods within fiscal years, beginning after December 15, 2017. The Company adopted ASU 2017-01 as of January 1, 2018 on a prospective basis and there was no material impact to the Condensed Consolidated Financial Statements. ASU 2017-09 - Scope of Modification Accounting ("ASU 2017-09") . In May 2017, the FASB issued an update to guidance on Topic 718, Compensation—Stock Compensation that clarifies when changes to the terms or conditions of a share-based award must be accounted for as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award, as equity or liability, changes as a result of the change in terms or conditions. ASU 2017-09 is effective for annual periods, and interim periods within annual periods, beginning after December 15, 2017. The Company adopted ASU 2017-09 as of January 1, 2018 on a prospective basis and there was no material impact to the consolidated financial statements. |
Emergence from Chapter 11
Emergence from Chapter 11 | 6 Months Ended |
Jun. 30, 2018 | |
Reorganizations [Abstract] | |
Emergence from Chapter 11 | Emergence from Chapter 11 On May 10, 2018, the Bankruptcy Court entered the Confirmation Order confirming the Plan. On the Effective Date, the Plan became effective and the Debtors emerged from Chapter 11. Plan of Reorganization A plan of reorganization determines the rights and satisfaction of claims of various creditors and security holders, but the ultimate settlement of certain claims is subject to the uncertain outcome of any litigation, negotiations and bankruptcy court decisions for a period of time after a plan of reorganization is confirmed. Cancellation of Certain Prepetition Obligations In connection with the effectiveness of and pursuant to the terms of the Plan, on the Effective Date, the obligations of Old Cumulus and its subsidiaries under the following agreements were satisfied and discharged: • 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 (“ 7.75% Senior Notes”), pursuant to which Old Cumulus had outstanding senior notes with a face value of $610.0 million ; 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”). Additional Matters Contemplated by the Plan • 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 11, “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 8, “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 11, “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. The foregoing description of certain matters effected pursuant to the Plan, and the transactions related to and contemplated thereunder, is not intended to be a complete description of, or a substitute for, a full and complete reading of the Plan. Fresh Start Accounting In connection with the Company’s emergence from Chapter 11 on the Effective Date, the Company qualified for fresh start accounting under ASC 852 as (i) the holders of voting shares of the Predecessor Company received less than 50% of the voting shares of the Successor Company and (ii) the reorganization value of the Company’s assets immediately prior to confirmation of the Plan was less than the post-petition liabilities and allowed claims. ASC 852 requires that fresh start accounting be applied when the Bankruptcy Court enters a confirmation order confirming a plan of reorganization, or as of a later date when all material conditions precedent to the effectiveness of a plan of reorganization are resolved, which for CUMULUS MEDIA was June 4, 2018. The Company has applied fresh start accounting as of the Effective Date. Upon the application of fresh start accounting, CUMULUS MEDIA allocated the reorganization value to its individual assets based on their estimated fair values in conformity with ASC 805, Business Combinations (“ASC 805”). Reorganization value represents the fair value of the Successor Company’s assets before considering liabilities. Liabilities existing as of the Effective Date, other than deferred taxes, were recorded at the present value of amounts expected to be paid using appropriate risk adjusted interest rates. Deferred taxes were determined in conformity with applicable accounting standards. Predecessor Company accumulated depreciation, accumulated amortization, and accumulated deficit were eliminated. As a result of the application of fresh start accounting and the effects of the implementation of the Plan, the Company’s consolidated financial statements after June 3, 2018 are not comparable to the Company’s consolidated financial statements as of or prior to that date. Reorganization Value As set forth in the Plan, the enterprise value of the Successor Company was estimated to be between $1.5 billion and $1.7 billion . Based on the estimates and assumptions discussed below, CUMULUS MEDIA estimated the enterprise value to be $1.675 billion , which was confirmed by the Bankruptcy Court. Management estimated the enterprise value of the Successor Company utilizing the guideline public company method and discounted cash flow method (“DCF”). The use of each approach provides corroboration for the other approach. To estimate enterprise value utilizing the guideline public company method, management applied valuation multiples, derived from the operating data of publicly-traded benchmark companies, to the same operating data of CUMULUS MEDIA. The guideline public company analysis identified a group of comparable companies giving consideration to lines of business and markets served, size and geography. The valuation multiples were derived based on projected financial measures of revenue and earnings before interest, taxes, depreciation and amortization and applied to projected operating data of CUMULUS MEDIA. To estimate enterprise value utilizing the discounted cash flow method, management established an estimate of future cash flows for the period 2018 to 2024 with a terminal value and discounted the estimated future cash flows to present value. The expected cash flows for the period 2018 to 2024 with a terminal value were based upon certain financial projections and assumptions provided to the Bankruptcy Court. The expected cash flows for the period 2018 to 2024 were derived from earnings forecasts and assumptions regarding growth and margin projections, as applicable. A terminal value was included, calculated using the constant growth method, based on the cash flows of the final year of the forecast period. The Company’s enterprise value represents the fair value of its interest-bearing debt and equity capital, while the reorganization value is derived from the enterprise value by adding back non-interest-bearing liabilities. The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date (dollars in thousands): 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 (1) Difference in the estimated cash balance in the reorganization value versus the actual cash on hand as of June 3, 2018. (2) Difference in the assumed effect of deferred taxes in the reorganization value versus the actual deferred taxes as of June 3, 2018. Unaudited Condensed Consolidated Balance Sheet The adjustments set forth in the following unaudited Condensed Consolidated Balance Sheet reflect the consummation of the transactions contemplated by the Plan (reflected in the column “Reorganization Adjustments”) as well as fair value adjustments as a result of the adoption of fresh start accounting (reflected in the column “Fresh Start Adjustments”). The explanatory notes highlight methods used to determine fair values or other amounts of the assets and liabilities as well as significant assumptions or inputs (dollars in thousands). Predecessor Company Reorganization Adjustments Fresh Start Adjustments Successor Company 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 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 Stockholder's (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’ equity (deficit) $ 2,018,722 $ (53,839 ) $ (161,389 ) $ 1,803,494 Reorganization adjustments 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 have been, or will be settled as follows in accordance with the Plan (dollars in thousands): 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 Refer to Note 11, “Stockholders’ Equity” for the determination of fair value of equity issued to unsecured creditors. 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 cancelled. 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 Fresh Start adjustments 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 4, 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 30,197 315,306 514,051 Less: accumulated depreciation — (320,477 ) Property and equipment, net $ 315,306 $ 193,574 To estimate the fair value of personal property such as broadcasting and other equipment, the Company utilized a combination of the cost approach and market approach. The Company recognized the contributory value associated with the necessary installation, engineering, and set-up costs related to the installed complement of equipment by using the cost approach. The market approach was used for assets where a viable, transparent secondary market existed, such as motor vehicle assets. To estimate the fair value of real property, the Company considered the cost approach and sales comparison approach. Buildings were primarily valued using the cost approach, under which the Company developed a replacement cost new for the improvements and applied deductions for physical depreciation based on the age of the assets. Land was valued under the sales comparison approach, whereby the Company researched transactions involving comparable parcels to provide an indication of the fair value of the various subject parcels. 13. The Company recorded an adjustment to intangible assets of $147.9 million as follows (dollars in thousands): Successor Company Predecessor Company Difference Broadcast licenses $ 918,500 $ 1,203,809 $ (285,309 ) Other intangible assets 212,458 75,056 137,402 $ 1,130,958 $ 1,278,865 $ (147,907 ) The fair values of broadcasting licenses and other intangible assets were determined as follows: 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. 19. Reflects the cumulative impact of the fresh start accounting adjustments discussed above on accumulated deficit as follows (dollars in thousands): 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 ) Reorganization Items, Net Reorganization items incurred as a result of the Chapter 11 Cases are presented separately in the accompanying Condensed Consolidated Statement of Operations as follows (dollars in thousands): Predecessor Company Period from April 1, 2018 through June 3, 2018 Three Months Ended June 30, 2017 Period from January 1, 2018 through June 3, 2018 Gain on settlement of Liabilities subject to compromise (a) $ 726,831 $ — $ 726,831 Fresh start adjustments (b) (179,291 ) — (179,291 ) Professional fees (c) (29,560 ) — (54,386 ) Non-cash claims adjustments (d) (15,364 ) — (15,364 ) Rejected executory contracts (e) (2,936 ) — (5,976 ) Other (f) (3,312 ) — (5,613 ) Reorganization items, net $ 496,368 $ — $ 466,201 (a) Liabilities subject to compromise have been, or will be settled in accordance with the Plan. (b) Revaluation of certain assets and liabilities upon the adoption of fresh start accounting. (c) Legal, financial advisory and other professional costs directly associated with the reorganization process. (d) The carrying value of certain claims were adjusted to the estimated value of the claim that will be allowed by the Bankruptcy Court. (e) Non-cash expenses to record estimated allowed claim amounts related to rejected executory contracts. (f) Federal Communications Commission filing and United States Trustee fees directly associated with the reorganization process and the write-off of Predecessor director and officer insurance policies. |
Fresh Start Accounting
Fresh Start Accounting | 6 Months Ended |
Jun. 30, 2018 | |
Reorganizations [Abstract] | |
Fresh Start Accounting | Emergence from Chapter 11 On May 10, 2018, the Bankruptcy Court entered the Confirmation Order confirming the Plan. On the Effective Date, the Plan became effective and the Debtors emerged from Chapter 11. Plan of Reorganization A plan of reorganization determines the rights and satisfaction of claims of various creditors and security holders, but the ultimate settlement of certain claims is subject to the uncertain outcome of any litigation, negotiations and bankruptcy court decisions for a period of time after a plan of reorganization is confirmed. Cancellation of Certain Prepetition Obligations In connection with the effectiveness of and pursuant to the terms of the Plan, on the Effective Date, the obligations of Old Cumulus and its subsidiaries under the following agreements were satisfied and discharged: • 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 (“ 7.75% Senior Notes”), pursuant to which Old Cumulus had outstanding senior notes with a face value of $610.0 million ; 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”). Additional Matters Contemplated by the Plan • 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 11, “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 8, “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 11, “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. The foregoing description of certain matters effected pursuant to the Plan, and the transactions related to and contemplated thereunder, is not intended to be a complete description of, or a substitute for, a full and complete reading of the Plan. Fresh Start Accounting In connection with the Company’s emergence from Chapter 11 on the Effective Date, the Company qualified for fresh start accounting under ASC 852 as (i) the holders of voting shares of the Predecessor Company received less than 50% of the voting shares of the Successor Company and (ii) the reorganization value of the Company’s assets immediately prior to confirmation of the Plan was less than the post-petition liabilities and allowed claims. ASC 852 requires that fresh start accounting be applied when the Bankruptcy Court enters a confirmation order confirming a plan of reorganization, or as of a later date when all material conditions precedent to the effectiveness of a plan of reorganization are resolved, which for CUMULUS MEDIA was June 4, 2018. The Company has applied fresh start accounting as of the Effective Date. Upon the application of fresh start accounting, CUMULUS MEDIA allocated the reorganization value to its individual assets based on their estimated fair values in conformity with ASC 805, Business Combinations (“ASC 805”). Reorganization value represents the fair value of the Successor Company’s assets before considering liabilities. Liabilities existing as of the Effective Date, other than deferred taxes, were recorded at the present value of amounts expected to be paid using appropriate risk adjusted interest rates. Deferred taxes were determined in conformity with applicable accounting standards. Predecessor Company accumulated depreciation, accumulated amortization, and accumulated deficit were eliminated. As a result of the application of fresh start accounting and the effects of the implementation of the Plan, the Company’s consolidated financial statements after June 3, 2018 are not comparable to the Company’s consolidated financial statements as of or prior to that date. Reorganization Value As set forth in the Plan, the enterprise value of the Successor Company was estimated to be between $1.5 billion and $1.7 billion . Based on the estimates and assumptions discussed below, CUMULUS MEDIA estimated the enterprise value to be $1.675 billion , which was confirmed by the Bankruptcy Court. Management estimated the enterprise value of the Successor Company utilizing the guideline public company method and discounted cash flow method (“DCF”). The use of each approach provides corroboration for the other approach. To estimate enterprise value utilizing the guideline public company method, management applied valuation multiples, derived from the operating data of publicly-traded benchmark companies, to the same operating data of CUMULUS MEDIA. The guideline public company analysis identified a group of comparable companies giving consideration to lines of business and markets served, size and geography. The valuation multiples were derived based on projected financial measures of revenue and earnings before interest, taxes, depreciation and amortization and applied to projected operating data of CUMULUS MEDIA. To estimate enterprise value utilizing the discounted cash flow method, management established an estimate of future cash flows for the period 2018 to 2024 with a terminal value and discounted the estimated future cash flows to present value. The expected cash flows for the period 2018 to 2024 with a terminal value were based upon certain financial projections and assumptions provided to the Bankruptcy Court. The expected cash flows for the period 2018 to 2024 were derived from earnings forecasts and assumptions regarding growth and margin projections, as applicable. A terminal value was included, calculated using the constant growth method, based on the cash flows of the final year of the forecast period. The Company’s enterprise value represents the fair value of its interest-bearing debt and equity capital, while the reorganization value is derived from the enterprise value by adding back non-interest-bearing liabilities. The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date (dollars in thousands): 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 (1) Difference in the estimated cash balance in the reorganization value versus the actual cash on hand as of June 3, 2018. (2) Difference in the assumed effect of deferred taxes in the reorganization value versus the actual deferred taxes as of June 3, 2018. Unaudited Condensed Consolidated Balance Sheet The adjustments set forth in the following unaudited Condensed Consolidated Balance Sheet reflect the consummation of the transactions contemplated by the Plan (reflected in the column “Reorganization Adjustments”) as well as fair value adjustments as a result of the adoption of fresh start accounting (reflected in the column “Fresh Start Adjustments”). The explanatory notes highlight methods used to determine fair values or other amounts of the assets and liabilities as well as significant assumptions or inputs (dollars in thousands). Predecessor Company Reorganization Adjustments Fresh Start Adjustments Successor Company 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 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 Stockholder's (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’ equity (deficit) $ 2,018,722 $ (53,839 ) $ (161,389 ) $ 1,803,494 Reorganization adjustments 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 have been, or will be settled as follows in accordance with the Plan (dollars in thousands): 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 Refer to Note 11, “Stockholders’ Equity” for the determination of fair value of equity issued to unsecured creditors. 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 cancelled. 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 Fresh Start adjustments 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 4, 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 30,197 315,306 514,051 Less: accumulated depreciation — (320,477 ) Property and equipment, net $ 315,306 $ 193,574 To estimate the fair value of personal property such as broadcasting and other equipment, the Company utilized a combination of the cost approach and market approach. The Company recognized the contributory value associated with the necessary installation, engineering, and set-up costs related to the installed complement of equipment by using the cost approach. The market approach was used for assets where a viable, transparent secondary market existed, such as motor vehicle assets. To estimate the fair value of real property, the Company considered the cost approach and sales comparison approach. Buildings were primarily valued using the cost approach, under which the Company developed a replacement cost new for the improvements and applied deductions for physical depreciation based on the age of the assets. Land was valued under the sales comparison approach, whereby the Company researched transactions involving comparable parcels to provide an indication of the fair value of the various subject parcels. 13. The Company recorded an adjustment to intangible assets of $147.9 million as follows (dollars in thousands): Successor Company Predecessor Company Difference Broadcast licenses $ 918,500 $ 1,203,809 $ (285,309 ) Other intangible assets 212,458 75,056 137,402 $ 1,130,958 $ 1,278,865 $ (147,907 ) The fair values of broadcasting licenses and other intangible assets were determined as follows: 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. 19. Reflects the cumulative impact of the fresh start accounting adjustments discussed above on accumulated deficit as follows (dollars in thousands): 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 ) Reorganization Items, Net Reorganization items incurred as a result of the Chapter 11 Cases are presented separately in the accompanying Condensed Consolidated Statement of Operations as follows (dollars in thousands): Predecessor Company Period from April 1, 2018 through June 3, 2018 Three Months Ended June 30, 2017 Period from January 1, 2018 through June 3, 2018 Gain on settlement of Liabilities subject to compromise (a) $ 726,831 $ — $ 726,831 Fresh start adjustments (b) (179,291 ) — (179,291 ) Professional fees (c) (29,560 ) — (54,386 ) Non-cash claims adjustments (d) (15,364 ) — (15,364 ) Rejected executory contracts (e) (2,936 ) — (5,976 ) Other (f) (3,312 ) — (5,613 ) Reorganization items, net $ 496,368 $ — $ 466,201 (a) Liabilities subject to compromise have been, or will be settled in accordance with the Plan. (b) Revaluation of certain assets and liabilities upon the adoption of fresh start accounting. (c) Legal, financial advisory and other professional costs directly associated with the reorganization process. (d) The carrying value of certain claims were adjusted to the estimated value of the claim that will be allowed by the Bankruptcy Court. (e) Non-cash expenses to record estimated allowed claim amounts related to rejected executory contracts. (f) Federal Communications Commission filing and United States Trustee fees directly associated with the reorganization process and the write-off of Predecessor director and officer insurance policies. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Adoption of ASC Topic 606 - Revenue from Contracts with Customers On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method. Results for reporting periods beginning after January 1, 2018 are presented in accordance with ASC 606, while prior period amounts have not been adjusted and continue to be reported in accordance with the Company's historic accounting under ASC 605 - Revenue Recognition ("ASC 605"). Revenue Recognition Under current and prior revenue guidance, revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following table presents revenues disaggregated by revenue source (dollars in thousands): Successor Company Predecessor Company Period from June 4, 2018 through June 30, 2018 Period from April 1, 2018 through June 3, 2018 Three Months Ended June 30, 2017 Cumulus Radio Station Group Advertising revenues (broadcast, digital, non-traditional revenue (“NTR”) and trade) $ 67,958 $ 134,477 $ 207,778 Non-advertising revenues (tower rental and other) 399 616 818 Total Cumulus Radio Station Group revenue $ 68,357 $ 135,093 $ 208,596 Westwood One Advertising revenues (broadcast, digital and trade) $ 24,986 $ 52,684 $ 76,617 Non-advertising revenues (license fees and other) 1,370 2,240 4,617 Total Westwood One revenue $ 26,356 $ 54,924 $ 81,234 Other (1) $ 291 $ 228 $ 701 Total Revenue $ 95,004 $ 190,245 $ 290,531 Successor Company Predecessor Company Period from June 4, 2018 through June 30, Period from January 1, 2018 through June 3, 2018 Six Months Ended June 30, 2017 Cumulus Radio Station Group Advertising revenues (broadcast, digital, NTR and trade) $ 67,958 $ 301,804 $ 380,502 Non-advertising revenues (tower rental and other) 399 1,513 1,695 Total Cumulus Radio Station Group revenue $ 68,357 $ 303,317 $ 382,197 Westwood One Advertising revenues (broadcast, digital and trade) $ 24,986 $ 143,215 $ 162,262 Non-advertising revenues (license fees and other) 1,370 6,500 8,828 Total Westwood One revenue $ 26,356 $ 149,715 $ 171,090 Other (1) $ 291 $ 892 $ 1,274 Total Revenue $ 95,004 $ 453,924 $ 554,561 (1) Other is comprised of revenue from certain digital commerce and broadcast software sales and services. Advertising Revenues Substantially all of the Company’s revenues are from advertising, primarily generated through the sale of broadcast radio advertising time, sale of advertising and promotional opportunities across digital audio networks to local, regional, and national advertisers and remote/event revenue. The Company considers each advertising element a separate contract, and thus a separate performance obligation, as a result of both the customer’s and the Cumulus Radio Station Group or Westwood One’s respective ability to stop transferring promised goods or services during the contract term without notice or penalty. Thus, revenue associated with these contracts is recognized at the time advertising or other services, for example hosting an event, is delivered. In assessing performance obligations at the Radio Station Group, each advertisement, banner, etc. is considered to be a separate contract and thus a separate performance obligation. In assessing performance obligations at Westwood One, each element of a campaign is considered to be a separate contract and thus a separate performance obligation. The Company’s payment terms vary by the type and location of customer and the products or services offered. The term between invoicing and when payment is due is not significant. There are no further obligations for returns, refunds or similar obligations related to the contracts. The Company records deferred revenues when cash payments are received in advance of performance, including amounts which are refundable. Non-Advertising Revenues Non-advertising revenue does not constitute a material portion of the Company’s revenue and primarily consists of licensing content and tower rental agreements, and to a lesser degree, sublease income, and satellite rental income. Rental agreements typically range from one to five years with renewal clauses. Such agreements typically contain a stated recurring monthly amount due, which is recognized upon delivery of services or passage of time. These agreements contain a single performance obligation. Trade and Barter Transactions The Company provides advertising time in exchange for goods or services such as products, supplies, or services. Trade revenue totaled $3.3 million, $7.7 million and $19.0 million for the period from June 4, 2018 through June 30, 2018, April 1, 2018 through June 3, 2018 and for the period from January 1, 2018 through June 3, 2018. Trade revenue of approximately $8.9 million and $20.3 million was recognized for the three and six month periods ended June 30, 2017, respectively. Programming barter revenue is derived from an exchange of programming content, to be broadcast on the Company’s airwaves, for commercial inventory, usually in the form of commercial placements inside of the show exchanged. The revenue is recognized as the commercial spots are aired, in the same pattern as the Company’s normal cash spot revenue is recognized. Trade and barter value is based upon management’s estimate of the fair value of the products, supplies or services received. Variable Consideration Certain customers may receive cash-based incentives or credits, which are accounted for as variable consideration. The Company estimates these amounts based on the expected amount to be provided to customers and reduces revenue recognized accordingly. The Company has not had, nor does it believe that there will be, significant changes to its estimates of variable consideration. In addition, variable consideration has not historically been material to the Company’s financial statements. Customer Options that Provide a Material Right ASC 606 requires the allocation of a portion of a transaction price of a contract to additional goods or services transferred to a customer that are considered to be a separate performance obligation and provide a material right to the customer. To satisfy the requirement of accounting for the material right, the Company considers both the transaction price associated with each spot as well as the timing of revenue recognition for the spots. Campaigns often include bonus spots, which are radio advertising spots, free of charge, explicitly within the contract terms or implicitly agreed upon with the customer consistent with industry standard practices. The Company typically runs these bonus spots related to a particular campaign concurrently with the paid spots from the same campaign. As the delivery and revenue recognition for both paid and bonus spots generally occur within the same period, the time of delivery and recognition of revenue is insignificant. Principal versus Agent Considerations In those instances in which the Company functions as the principal in the transaction, the revenue and associated operating costs are presented on a gross basis. In those instances where the Company functions solely as an agent or sales representative, the Company’s effective commission is presented as revenue on a net basis with no corresponding operating expenses. The Company evaluated all revenue streams and contracts to which principal versus agent considerations applied. Using guidance from ASC 606, the Company determined that broadcast advertising revenue at both the Cumulus Radio Station Group and Westwood One should be recorded net of agency commissions and should be recognized when the programs and commercial announcements are broadcast. Additionally, Westwood One maintains revenue sharing agreements and inventory representation agreements with various radio companies. For all revenue sharing and inventory representation agreements, the Company performs an analysis in accordance with ASC 606 to determine if the amounts should be recorded on a gross or net basis. Consistent with the prior revenue recognition guidance, Westwood One continues to record all revenue sharing agreements on a gross basis with the shared revenue amount recorded within Content costs in the Consolidated Statements of Operations and inventory representation agreements on a net basis. Practical Expedients The Company applied the completed contract practical expedient guidance under ASC 606 to contracts that were not considered completed as of January 1, 2018. The Company capitalizes certain incremental costs of obtaining contracts with customers which it expects to recover. For contracts with a client whose customer life covers a year or less, companies may use a practical expedient that allows the option to expense commissions as they are incurred. For contracts where the new and renewal commission rates are commensurate, the amortization period assessed by management was the contract life. As such, the Company will continue to expense commissions as incurred for the revenue streams where the new and renewal commission rates are commensurate and the contract life is less than one year. These costs are recorded within Sales, General and Administrative expense. The Company does not apply the practical expedient option to new local direct contracts, as the commission rates for new and renewal contracts is not commensurate and the customer life is typically in excess of one year. As of June 30, 2018, the Company recorded an asset of approximately $3.5 million related to the unamortized portion of commission expense on new local direct revenue. Under ASC 605, commission expense on new local direct revenue would have been expensed as incurred. Under certain practical expedients elected, the Company did not disclose the amount of consideration allocated to the remaining performance obligations or an explanation of when the Company expects to recognize that amount as revenue for reporting periods presented before January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under the amended accounting guidance, while prior period amounts have not been adjusted and continue to be reported in accordance with the Company’s historic accounting guidance. The Company has elected to apply the practical expedient which allows it to not disclose information about remaining performance obligations that have original expected durations of one year or less. The Company has contracts with customers which the Company believes will produce revenue beyond one year. From these contracts, the Company estimates it will recognize approximately $6.2 million of revenue in 2019. |
Restricted Cash
Restricted Cash | 6 Months Ended |
Jun. 30, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted Cash As of June 30, 2018 and December 31, 2017 , the Condensed Consolidated Balance Sheets included approximately $29.2 million and $9.0 million, respectively, in restricted cash. Restricted cash is used primarily for collateralizing standby letters of credit for certain leases and insurance policies, securing certain transactions as dictated by the financial institutions used by the Company and reserving for professional fees related to the Company’s Chapter 11 Cases. |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Successor Company Predecessor Company (dollars in thousands) Estimated Useful Life As of June 30, 2018 As of December 31, 2017 Land N/A $ 79,464 $ 86,308 Broadcasting and other equipment 3 to 30 years 59,815 240,740 Computer and capitalized software costs 1 to 3 years 11,914 29,793 Furniture and fixtures 5 years 4,474 15,278 Leasehold improvements 5 years 24,144 42,504 Buildings 9 to 20 years 27,189 51,549 Construction in progress N/A 30,214 32,463 237,214 498,635 Less: accumulated depreciation (1,687 ) (307,031 ) Property and equipment, net $ 235,527 $ 191,604 In connection with the application of fresh start accounting on June 3, 2018, the Company recorded fair value adjustments disclosed in Note 3, “Fresh Start Accounting.” Accumulated depreciation was therefore eliminated as of that date. The table presented above does not reflect certain land in the Company's Washington, DC market which has been classified as held for sale in the accompanying unaudited Condensed Consolidated Balance Sheet at June 30, 2018 as disclosed in Note 1, "Nature of Business, Interim Financial Data and Basis of Presentation". |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill The carrying value of goodwill by reportable segments is as follows (dollars in thousands): Cumulus Radio Station Group Westwood One Consolidated Balance as of January 1, 2018 (Predecessor Company) Goodwill $ 1,278,526 $ 304,280 $ 1,582,806 Accumulated impairment losses (1,278,526 ) (169,066 ) (1,447,592 ) Balance as of January 1, 2018 (Predecessor Company) $ — $ 135,214 $ 135,214 Balance as of June 3, 2018 (Predecessor Company) Goodwill $ 1,278,526 $ 304,280 $ 1,582,806 Accumulated impairment losses (1,278,526 ) (169,066 ) (1,447,592 ) Balance as of June 3, 2018 (Predecessor Company) $ — $ 135,214 $ 135,214 Impact of fresh start accounting — (135,214 ) (135,214 ) Balance as of June 4, 2018 (Successor Company) $ — $ — $ — Prior to the application of fresh start accounting, goodwill represented the excess of the amount paid to acquire businesses over the fair value of their net assets at the date of the acquisition. The Company eliminated goodwill upon application of fresh start accounting (see Note 3, “Fresh Start Accounting”). Intangible Assets In connection with the Company’s adoption of fresh start accounting on the Effective Date, intangible assets and related accumulated amortization of the Predecessor Company were eliminated. Intangible assets of the Successor Company were identified and valued at their fair value, as determined by valuation specialists. The Company’s intangible assets are as follows (dollars in thousands): Intangible Assets: FCC Licenses Definite-Lived Total Balance as of January 1, 2018 (Predecessor Company) $ 1,203,809 $ 82,994 $ 1,286,803 Dispositions — — — Amortization — (7,938 ) (7,938 ) Balance as of June 3, 2018 (Predecessor Company) $ 1,203,809 $ 75,056 $ 1,278,865 Impact of fresh start accounting (285,309 ) 137,402 (147,907 ) Balance as of June 4, 2018 (Successor Company) $ 918,500 $ 212,458 $ 1,130,958 Amortization — (2,693 ) (2,693 ) Acquisitions 17,476 — 17,476 Balance as of June 30, 2018 (Successor Company) $ 935,976 $ 209,765 $ 1,145,741 As part of fresh start accounting, the Company removed existing intangibles and accumulated amortization and recorded an adjustment of $147.9 million to reflect the fair value of intangibles. (See Note 3, “Fresh Start Accounting"). The Company performs impairment testing of its Federal Communications Commission (“FCC”) licenses and goodwill annually as of December 31 of each year and on an interim basis if events or circumstances indicate that FCC licenses or goodwill may be impaired. The Company reviews the carrying value of its definite-lived intangible assets, primarily broadcast advertising and affiliate relationships for recoverability prior to its annual impairment test of goodwill and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Events and circumstances did not necessitate any interim impairment tests during the period ended June 30, 2018, nor did the Company have goodwill as of the period ended June 30, 2018. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt The Company’s long-term debt consisted of the following as of June 30, 2018 and December 31, 2017 (dollars in thousands): Successor Company Predecessor Company June 30, 2018 December 31, 2017 Predecessor Term Loan $ — $ 1,722,209 7.75% Senior Notes: — 610,000 Long-term debt, net subject to compromise $ — $ 2,332,209 Less: Amounts reclassified to Liabilities subject to compromise — (2,332,209 ) Term Loan $ 1,300,000 $ — Less: Current portion 13,000 — Long-term debt, net $ 1,287,000 $ — In connection with the filing of the Bankruptcy Petitions, all amounts outstanding under the Predecessor Term Loan and the 7.75% Senior Notes had been reclassified to Liabilities subject to compromise in the Condensed Consolidated Balance Sheet as of December 31, 2017 . Credit Agreement On the Effective Date, Cumulus Media New Holdings Inc., a Delaware corporation (“Holdings”) and an indirectly wholly-owned subsidiary of the Company, and certain of the Company’s other subsidiaries, entered into the Credit Agreement with the holders of claims with respect to the Predecessor Term Loan under the Canceled Credit Agreement, as term loan lenders. Pursuant to the Credit Agreement, the lenders party thereto were deemed to have provided Holdings and its subsidiaries that are party thereto as co-borrowers with a $1.3 billion senior secured Term Loan. Amounts outstanding under the Credit Agreement bear interest at a per annum rate equal to (i) the Alternative Base Rate (as defined below) plus an applicable margin of 3.50% , subject to an Alternative Base Rate floor of 2.00% , or (ii) the London Inter-bank Offered Rate (“LIBOR”) plus an applicable margin of 4.50% , subject to a LIBOR floor of 1.00% . The Alternative Base Rate is defined, for any day, as the per annum rate equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1.0%, (ii) the rate identified as the “Prime Rate” and normally published in the Money Rates section of the Wall Street Journal, and (iii) one-month LIBOR plus 1.0% . At June 30, 2018, the Term Loan bore interest at 6.6% per annum. Amounts outstanding under the Term Loan amortize in equal quarterly installments of 0.25% of the original principal amount of the Term Loan with the balance payable on the maturity date. The maturity date of the Term Loan is May 15, 2022. The Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Events of default in the Credit Agreement include, among others: (a) the failure to pay when due the obligations owing thereunder; (b) the failure to perform (and not timely remedy, if applicable) certain covenants; (c) certain defaults and accelerations under other indebtedness; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against Holdings or any of its subsidiaries; (f) the loss, revocation or suspension of, or any material impairment in the ability to use, any one or more of, any material FCC licenses; (g) any representation or warranty made, or report, certificate or financial statement delivered, to the lenders subsequently proven to have been incorrect in any material respect; and (h) the occurrence of a Change in Control (as defined in Credit Agreement). Upon the occurrence of an event of default, the Agent may, with the consent of, or upon the request of, the required lenders, accelerate the Term Loan and exercise any of its rights as a secured party under the Credit Agreement and the ancillary loan documents provided, that in the case of certain bankruptcy or insolvency events with respect to a borrower, the Term Loan will automatically accelerate. The Credit Agreement does not contain any financial maintenance covenants. The Credit Agreement provides that Holdings will be permitted to enter into either a revolving credit facility or receivables facility providing commitments of up to $50.0 million , subject to certain conditions. For additional information see Note 16, “Subsequent Event." The borrowers may elect, at their option, to prepay amounts outstanding under the Credit Agreement without premium or penalty (except that any prepayment during the period of six months following the closing of the Credit Agreement would require a premium equal to 1.00% of the prepaid principal amount). The borrowers may be required to make mandatory prepayments of the Term Loan upon the occurrence of specified events as set forth in the Credit Agreement, including upon the sale of certain assets and from Excess Cash Flow (as defined in the Credit Agreement). Amounts outstanding under the Credit Agreement are guaranteed by Cumulus Media Intermediate Inc. (“Intermediate Holdings”), which is a subsidiary of the Company, and the present and future wholly-owned subsidiaries of Holdings that are not borrowers thereunder, subject to certain exceptions as set forth in the Credit Agreement (the “Guarantors”) and secured by a security interest in substantially all of the assets of Holdings, the subsidiaries of Holdings party to the Credit Agreement as borrowers, and the Guarantors. For additional information on our liquidity considerations, see "Emergence from Chapter 11; Liquidity and Going Concern Considerations" in Management's Discussion and Analysis. Canceled Credit Agreement The Canceled Credit Agreement consisted of a term loan with a stated maturity date in December 2020. At December 31, 2017, there was $1.7 billion outstanding under the Predecessor Term Loan. Amounts outstanding under the Predecessor Term Loan amortized at a rate of 1.0% per annum of the original principal amount of the Predecessor Term Loan, payable quarterly, with the balance payable on the maturity date. Borrowings under the Predecessor Term Loan bore interest based on the Base Rate (as defined below) or LIBOR, plus 3.25% on LIBOR-based borrowings and 2.25% on Base Rate-based borrowings. LIBOR-based borrowings are subject to a LIBOR floor of 1.0% . Base Rate-based borrowings were subject to a Base Rate floor of 2.0% . Base Rate was defined, for any day, as the rate per annum equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 0.5% , (ii) the prime commercial lending rate of JPMorgan Chase Bank, N.A., as established from time to time, and (iii) 30 day LIBOR plus 1.0% . As a result of the filing of the Bankruptcy Petitions, Old Cumulus was required to make adequate protection payments on the Predecessor Term Loan. The amounts of these payments were calculated under the same terms as the interest and at the rates described above. During the pendency of Bankruptcy Petitions, ASC 852 required Old Cumulus to recognize the adequate protection payments as reductions in the principal balance of the Predecessor Term Loan. As a result, Old Cumulus applied adequate protection payments of approximately $37.8 million to the principal balance of the Predecessor Term Loan for the period from January 1, 2018 through June 3, 2018, which in turn, caused interest expense to be lower by approximately $37.1 million than it would have been absent the filing of the Bankruptcy Petitions. On the Effective Date, the Predecessor Term Loan was canceled and all liabilities thereunder were discharged. 7.75% Senior Notes On May 13, 2011, Old Cumulus issued the 7.75% Senior Notes. On September 16, 2011, Old Cumulus and one of its subsidiaries entered into a supplemental indenture with the trustee under the indenture governing the 7.75% Senior Notes which provided for, among other things, the (i) assumption by such subsidiary of all obligations of Old Cumulus related to the 7.75% Senior Notes; (ii) substitution of that subsidiary for Old Cumulus as issuer; (iii) release of Old Cumulus from all obligations as original issuer; and (iv) guarantee by Old Cumulus of all of the subsidiary issuer's obligations, in each case under the indenture and the 7.75% Senior Notes. Interest on the 7.75% Senior Notes was payable on each May 1 and November 1 of each year. The 7.75% Senior Notes were scheduled to mature on May 1, 2019. While under bankruptcy protection, Old Cumulus did not make interest payments or recognize interest expense on the 7.75% Senior Notes. As a result, Old Cumulus's interest expense for the period from January 1, 2018 through June 3, 2018, was approximately $22.1 million lower than it would have been absent the filing of the voluntary petitions for reorganization. On the Effective Date, the 7.75% Senior Notes were canceled and all liabilities thereunder were discharged. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table shows the gross amount and fair value of the Term Loan, the Predecessor Term Loan and 7.75% Senior Notes (dollars in thousands): Successor Company Predecessor Company June 30, 2018 December 31, 2017 Term Loan: Gross value $ 1,300,000 $ — Fair value - Level 2 $ 1,300,000 $ — Predecessor Term Loan: Gross value $ — $ 1,722,209 Fair value - Level 2 $ — $ 1,481,100 7.75% Senior Notes: Gross value $ — $ 610,000 Fair value - Level 2 $ — $ 105,988 As of June 30, 2018 , the Company compared the implied credit spread from an assumed par issuance price to market data to calculate the fair value of the Term Loan. As of December 31, 2017 , Old Cumulus used the closing trading prices from a third party of 86.0% to calculate the fair value of the Predecessor Term Loan and 17.4% to calculate the fair value of the 7.75% Senior Notes. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s income tax provision (benefit) and effective tax rate were as follows: Successor Company Predecessor Company Predecessor Company (in thousands, except percentages) Period from June 4, 2018 through June 30, 2018 Period from April 1, 2018 through June 3, 2018 Three Months Ended June 30, 2017 Period from January 1, 2018 through June 3, 2018 Six Months Ended June 30, 2017 Income (loss) before income taxes $ 7,586 $ 524,416 $ 12,906 $ 519,297 $ (515 ) Effective tax rate 34.4 % (33.7 )% 56.1 % (34.1 )% (234.6 )% Provision (benefit) for income taxes $ 2,606 $ (176,741 ) $ 7,234 $ (176,859 ) $ 1,208 Provision (benefit) for income taxes at 21% or 35% $ 1,593 $ 110,127 $ 4,517 $ 109,052 $ (180 ) Difference between tax at effective versus statutory rate $ 1,013 $ (286,868 ) $ 2,717 $ (285,911 ) $ 1,388 The difference between the effective tax rate and the federal statutory rate of 21.0% for the Predecessor Company period from January 1, 2018 to June 3, 2018 and the period from April 1, 2018 to June 3, 2018 relates to the income tax exclusion of cancellation of indebtedness income ("CODI") arising from the effectiveness of the Plan, the Company's elections to increase the tax basis in certain assets, statutory state and local income taxes, the impact of non-deductible expenses and changes to the valuation allowance. Under the Plan, a substantial portion of the Predecessor Company’s prepetition debt securities and other obligations were extinguished and the Company recognized CODI. The Internal Revenue Code of 1986, as amended (“IRC”), provides that a debtor in a bankruptcy case may exclude CODI from taxable income but must reduce certain of its tax attributes by the amount of any CODI realized by the debtor company as a result of the consummation of a plan of reorganization. Substantially all of the Company’s tax attributes are expected to be reduced when the statutory reduction occurs on the first day of the Company’s tax year subsequent to the date of emergence which is expected to be January 1, 2019. IRC Sections 382 and 383 provide an annual limitation with respect to the ability of a corporation to utilize its tax attributes, as well as certain built-in losses, against future U.S. taxable income in the event of a change in ownership. The Debtors’ emergence from chapter 11 bankruptcy proceedings is considered a change in ownership for purposes of IRC Section 382, with the limitation based on the value of the corporation as of the emergence date. The ownership changes and resulting annual limitation may result in the expiration of net operating losses or other tax attributes otherwise available, with a corresponding decrease in the Company’s valuation allowance. In conjunction with the Plan, the Company implemented a series of internal reorganization transactions through which it transferred the assets of Old Cumulus to an indirectly wholly-owned subsidiary of the reorganized Cumulus Media Inc. (see Note 1, “Nature of Business, Interim Financial Data and Basis of Presentation”). The transfer of assets for income tax purposes results in a taxable sale of assets and stock, whereby the Company receives a step up in the tax basis of a significant portion of the underlying assets transferred, resulting in a future tax benefit. The application of fresh start accounting on June 4, 2018 resulted in the re-measurement of deferred income taxes associated with the revaluation of the Company’s assets and liabilities (see Note 3, “Fresh Start Accounting”). As a result, net deferred income tax liabilities decreased $10.6 million. The Company continues to consider whether its deferred income tax assets are more likely than not to be realized based on its ability to generate sufficient taxable income in future years. At this time, the Company has determined that any tax attribute carryovers in existence prior to the date of reorganization or generated as a result of the reorganization are not more likely than not to be realized, as a result of attribute reductions, statutory limitations on utilization, and lack of future income at Old Cumulus. The difference between the Company’s effective tax rate and the statutory rate of 21% for the Successor Company period June 4, 2018 through June 30, 2018 is attributable to statutory state and local income taxes, the tax effect of certain statutory non-deductible expenses, changes in valuation allowance, and the tax effect of certain changes in uncertain tax positions. The difference between the 56.1% effective tax rate and the federal statutory rate of 35.0% for the Predecessor Company for the three months ended June 30, 2017 primarily relates to statutory state and local income taxes and the tax effect of certain statutory non-deductible items. The primary driver of the income tax expense for the Predecessor Company six months ended June 30, 2017 was the tax effect of certain stock option terminations and forfeitures resulting from the adoption of the 2017 incentive plan. The Company continually reviews the adequacy of the valuation allowance and recognizes the benefits of deferred tax assets only as a reassessment indicates that it is more likely than not that the deferred tax assets will be recognized in accordance with ASC Topic 740, Income Taxes (“ASC 740”). As of June 30, 2018, the Company continues to maintain a full valuation allowance on loss carryforwards for which the Company does not believe it will be able to meet the more likely than not recognition standard for recovery. The valuation of deferred tax assets requires judgment about future profitability as well as the assessment of the likely future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Successor Common Stock Pursuant to the Company’s amended and restated certificate of incorporation (the “Charter”), the Company is authorized to issue an aggregate of 300,000,000 shares of stock divided into three classes consisting of: (i) 100,000,000 shares of new Class A common stock; (ii) 100,000,000 shares of new Class B common stock; and (iii) 100,000,000 shares of preferred stock. Each share of new Class A common stock is entitled to one vote per share on each matter submitted to a vote of the Company’s stockholders. Except as provided below and as otherwise required by the Charter, the Company’s bylaws or by applicable law, the holders of new Class A common stock shall vote together as one class on all matters submitted to a vote of stockholders generally (or if any holders of shares of preferred stock are entitled to vote together with the holders of common stock, as a single class with such holders of shares of preferred stock). Holders of new Class B common stock are generally not entitled to vote such shares on matters submitted to a vote of the Company’s stockholders. Notwithstanding the foregoing, holders of new Class B common stock are entitled to one vote per share of new Class B common stock, voting as a separate class, on any proposed amendment or modification of any specific rights or obligations that affect holders of new Class B common stock and that do not similarly affect the rights or obligations of the holders of new Class A common stock. In addition, holders of new Class B common stock are entitled to one vote per share of new Class B common stock, voting together with the holders of new Class A common stock, on each of the following matters, if and only if any such matter is submitted to a vote of the stockholders (provided that the Company may take action on any of the following without a vote of the stockholders to the extent permitted by law): 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. The Charter and bylaws do not provide for cumulative voting. The holders of a plurality of the shares of new common stock entitled to vote and present in person or represented by proxy at any meeting at which a quorum is present called for the purpose of electing directors will be entitled to elect the directors of the Company. The holders of a majority of the shares of new common stock issued and outstanding and entitled to vote, and present in person or represented by proxy, will constitute a quorum for the transaction of business at all meetings of the stockholders. Subject to the preferences applicable to any preferred stock outstanding at any time, if any, the holders of shares of new common stock shall be entitled to receive such dividends and other distributions in cash, property or shares of stock as may be declared thereon by the Board from time to time out of the assets or funds legally available; except that in the case of dividends or other distributions payable on the new Class A common stock or new Class B common stock in shares of such stock, including distributions pursuant to stock splits or dividends, only new Class A common stock will be distributed with respect to new Class A common stock and only new Class B common stock will be distributed with respect to new Class B common stock. In no event will any of the new Class A common stock or new Class B common stock be split, divided or combined unless each other class is proportionately split, divided or combined. As of the date hereof, no shares of preferred stock are outstanding. The Charter provides that the Board may, by resolution, establish one or more classes or series of preferred stock having the number of shares and relative voting rights, designations and other rights, preferences, and limitations as may be fixed by them without further stockholder approval. The holders of any such preferred stock may be entitled to preferences over holders of common stock with respect to dividends, or upon a liquidation, dissolution, or the Company’s winding up, in such amounts as are established by the resolutions of the Board approving the issuance of such shares. The new Class B common stock is convertible at any time, or from time to time, at the option of the holders (provided that the prior consent of any governmental authority required to make such conversion lawful shall have been obtained and a determination by the Company has been made that the applicable holder does not have an attributable interest in another entity that would cause the Company to violate applicable law) into new Class A common stock on a share-for-share basis. No holder of new common stock has any preemptive right to subscribe for any shares of the Company’s capital stock issuable in the future. If the Company is liquidated (either partially or completely), dissolved or wound up, whether voluntarily or involuntarily, the holders of new common stock shall be entitled to share ratably in the Company’s net assets remaining after payment of all liquidation preferences, if any, applicable to any outstanding preferred stock. In connection with the Company’s emergence from Chapter 11 and in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 1145 of the Bankruptcy Code, the Company issued a total of 11,052,211 shares of new Class A common stock, 5,218,209 shares of new Class B common stock, 3,016,853 Series 1 warrants and issued or will issue 712,736 Series 2 warrants to holders of certain claims against the Predecessor Company. The holders of claims with respect to the Predecessor Term Loan received 83.5% of the new common stock and warrants issued. The holders of unsecured claims, including claims arising from the 7.75% Senior Notes, received, in the aggregate, 16.5% of the new common stock and warrants issued. During the period from June 4, 2018 to June 30, 2018, certain holders of new Class B common stock elected to exchange 1,344,184 shares of new Class B common stock for an equal number of shares of new Class A common stock. As of June 30, 2018, the Successor Company had 16,305,384 aggregate issued and outstanding shares of new common stock consisting of: (i) 12,396,395 shares designated as Class A common stock; (ii) 3,908,989 shares designated as Class B common stock Successor Stock Purchase Warrants On the Effective Date, the Company entered into a warrant agreement (the “Warrant Agreement”) with Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent. In accordance with the Plan and pursuant to the Warrant Agreement, on the Effective Date, the Company (i) issued 3,016,853 Series 1 warrants to purchase shares of new Class A common stock or new Class B common stock, on a one-for-one basis with an exercise price of $0.0000001 per share, to certain claimants with claims against the Predecessor Company and (ii) issued or will issue 712,736 Series 2 warrants to purchase shares of new Class A common stock or new Class B common stock on a one-for-one basis with an exercise price of $0.0000001 per share, to other claimants. The Warrants expire on June 4, 2038. The number of shares of new common stock for which a Warrant is exercisable is subject to adjustment from time to time upon the occurrence of specified events, including: (1) the subdivision or combination of the new common stock into a greater or lesser number of shares (2) upon a reclassification or recapitalization of the Company in which holders of new common stock are entitled to receive cash, stock or securities in exchange for new common stock and (3) a Change of Control (as defined in the Warrant Agreement). The Communications Act of 1934, as amended (the “Communications Act”) restricts the Company from having more than 25% of its capital stock owned or voted by non-U.S. persons, foreign governments or non-U.S. corporations. The Company applied for a declaratory ruling from the FCC to increase the level of foreign ownership of the Company greater than that permitted under the Communications Act. Pursuant to the Warrant Agreement, upon receipt of the declaratory ruling from the FCC, the Company is required to exchange new common stock for outstanding Warrants to the extent permitted by the declaratory ruling, subject to proration among the holders of Warrants as set forth therein. If the declaratory ruling will not allow the Company to exchange for new common stock for all of the outstanding Warrants, then, in addition to proration among holders, all remaining Series 2 warrants will be mandatorily exchanged for Series 1 warrants. Predecessor Common Stock The Predecessor Company was authorized to issue an aggregate of 268,830,609 shares of stock divided into four classes consisting of: (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. In accordance with the Plan, each share of old common stock outstanding prior to the Effective Date, including all 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. Predecessor Warrants 2009 Warrants In June 2009, in connection with the execution of an amendment to Old Cumulus's then-existing credit agreement, the Predecessor Company issued warrants to the lenders thereunder that allowed them to acquire up to 156,250 shares of old Class A common stock at an exercise price of $1.17 per share (the “2009 Warrants”). None of the 2009 warrants were converted during the period from December 31, 2017 to June 3, 2018, and as of such date there were 40,057 of the 2009 Warrants outstanding. The Predecessor 2009 Warrants were canceled in their entirety as of the Effective Date. Citadel Warrants As a component of Old Cumulus’s September 16, 2011 acquisition of Citadel Broadcasting Corporation (the “Citadel Merger”) and the related financing transactions, the Predecessor Company issued warrants to purchase an aggregate of 9.0 million shares of old Class A common stock (the “Citadel Warrants”) under a warrant agreement dated September 16, 2011. The Citadel Warrants were exercisable at any time prior to June 3, 2030 at an exercise price of $0.01 per share with each Citadel warrant providing the right to purchase one share. As of June 3, 2018, 31,955 Citadel Warrants remained outstanding. The Citadel Warrants were canceled in their entirety as of the Effective Date. Crestview Warrants Also on September 16, 2011, but pursuant to a separate warrant agreement, Old Cumulus issued warrants to purchase 1.0 million shares of Class A common stock with an exercise price, as adjusted, of $34.56 per share (the “Crestview Warrants”). As of June 3, 2018, all 1.0 million Crestview Warrants remained outstanding. The Crestview Warrants were canceled in their entirety as of the Effective Date. |
Stock-Based Compensation Expens
Stock-Based Compensation Expense | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Expense | Stock-Based Compensation Expense Successor Share-Based Compensation Upon adopting ASC 718 for awards with service conditions, the Successor Company made an election to recognize stock-based compensation expense on a straight-line basis over the requisite service period for the entire award. In addition, the Successor Company made an accounting policy election to recognize forfeitures of share-based awards as they occur in the period of forfeiture rather than estimating the number of awards expected to be forfeited at the grant date and subsequently adjusting the estimate when awards are actually forfeited. For stock options with service conditions only, the Company utilized the Black-Scholes option pricing model to estimate the fair value of options issued. The fair value of stock options is determined by the Company’s stock price, historical stock price volatility over the expected term of the awards, risk-free interest rates and expected dividends. If other assumptions are used, the resulting fair value could differ. For restricted stock awards the Company utilized the intrinsic value method. In accordance with the Plan and the approval of the Board, the Incentive Plan became effective as of the Effective Date. The Incentive Plan is intended to, among other things, help attract, motivate and retain key employees and directors and to reward them for making major contributions to the success of the Company. The Incentive Plan permits awards to be made to consultants or to employees, directors, or consultants of an affiliate of the Company. Unless otherwise determined by the Board, the Board’s compensation committee will administer the Incentive Plan. The Incentive Plan generally provides for the following types of awards: • stock options (including incentive options and nonstatutory options); • restricted stock; • stock appreciation rights; • dividend equivalents; • other stock-based awards; • performance awards; and • cash awards. The aggregate number of shares of new Class A common stock reserved for issuance pursuant to the Incentive Plan is 2,222,223 on a fully diluted basis. Awards can be made under the Incentive Plan for a period of ten years from June 4, 2018, subject to the right of the stockholders and the Board to terminate the Incentive Plan at any time. On or about the Effective Date and pursuant to the Plan, the Company granted 562,217 restricted stock units (“RSUs”) and 562,217 stock options (“Options”) under the Incentive Plan and the terms of the relevant restricted stock unit agreements (the “Restricted Stock Unit Agreements”) and stock option agreements (the “Option Agreements”), as applicable, to certain employees, including its executive officers (collectively, “Management”), representing an aggregate of 1,124,434 shares of new Class A common stock (collectively, the “Management Emergence Awards”). Fifty percent ( 50% ) of the RSUs granted to Management vest ratably on each of December 31, 2018, 2019 and 2020, subject to certain performance-based criteria. Of the remaining fifty percent ( 50% ) of the RSUs and one hundred percent ( 100% ) of the Options granted to Management, 30% will vest on each of the first two anniversaries of the Effective Date, and 20% will vest on each of the third and fourth anniversaries of the Effective Date. The vesting of each of the Management Emergence Awards is also subject to, among other things, each such employee’s continued employment with the Company. If an employee’s employment is terminated by the Company or its subsidiaries without Cause, by the employee for Good Reason (each, as defined in the award agreement) or by reason of death or Disability (as defined in the award agreement), such employee will become vested in an additional tranche of the unvested Management Emergence Awards as if the employee’s employment continued for one (1) additional year following the qualifying termination date; provided, that with respect to the Chief Executive Officer and Chief Financial Officer, (i) an amount equal to 50% of the unvested components of the Management Emergence Awards will accelerate and vest ( 75% if such termination occurs on or before the first (1st) anniversary of the Effective Date) and (ii) vested Options will remain outstanding until the expiration date of such Option. If an employee’s employment is terminated by the Company or its subsidiaries without Cause or by the employee for Good Reason, in either instance at any time within the three month period immediately preceding, or the twelve month period immediately following, a Change in Control (as defined in the award agreement), such employee will become vested in all unvested Management Emergence Awards. In addition, on or about the Effective Date and pursuant to the Plan, the Company granted each non-employee director certain RSUs and Options under the Incentive Plan and the terms of the relevant Restricted Stock Unit Agreements and Option Agreements, as applicable, representing an aggregate of 56,721 shares of new Class A common stock (the “Director Emergence Awards”). The RSUs and Options granted to each non-employee director vest in four equal installments on the last day of each calendar quarter, commencing on June 30, 2018. The vesting of each of the Director Emergence Awards is also subject to, among other things, each such non-employee director’s continued role as a director with the Company. Upon a Change in Control, all unvested Director Emergence Awards will fully vest. The total grants awarded during the period from June 4, 2018 through June 30, 2018 are presented in the table below: Successor Company Period from June 4, 2018 through June 30, 2018 Stock option grants 581,124 Restricted stock unit grants 600,031 Total grants in the successor period 1,181,155 The total share-based compensation expense included in “Corporate expenses” in the accompanying Condensed Consolidated Statements of Operations for the period from June 4, 2018 through June 30, 2018 was as follows (in thousands): Successor Company Period from June 4, 2018 through June 30, 2018 Stock option grants $ 315 Restricted stock unit grants 337 Total expense $ 652 Predecessor Share-Based Compensation Upon adopting ASC 718 for awards with service conditions, the Predecessor Company made an election to recognize stock-based compensation expense on a straight-line basis over the requisite service period for the entire award. In addition, the Predecessor Company made an accounting policy election to recognize forfeitures of share-based awards as they occur in the period of forfeiture rather than estimating the number of awards expected to be forfeited at the grant date and subsequently adjusting the estimate when awards are actually forfeited. For stock options with service conditions only, the Company utilized the Black-Scholes option pricing model to estimate the fair value of options issued. The fair value of stock options is determined by the Company’s stock price, historical stock price volatility over the expected term of the awards, risk-free interest rates and expected dividends. If other assumptions are used, the resulting fair value could differ. For restricted stock awards the Company utilized the intrinsic value method. The total grants awarded during the period from April 1, 2018 through June 3, 2018 and January 1, 2018 through June 30, 2018, and the three and six months ended June 30, 2017 are presented in the table below : Predecessor Company Period from April 1, 2018 through June 3, 2018 Three Months Ended June 30, 2017 Period from January 1, 2018 through June 3, 2018 Six Months Ended June 30, 2017 Stock option grants — — — 64,855 The total share-based compensation expense included in “Corporate expenses” in the accompanying Condensed Consolidated Statements of Operations for the period from April 1, 2018 through June 3, 2018 and January 1, 2018 through June 3, 2018 and the three and six months ended June 30, 2017 was as follows (in thousands): Predecessor Company Period from April 1, 2018 through June 3, 2018 Three Months Ended June 30, 2017 Period from January 1, 2018 through June 3, 2018 Six months Ended June 30, 2017 Stock option grants $ 65 $ 530 $ 231 $ 1,068 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share As discussed in Note 2, "Emergence from Chapter 11", on the Effective Date, the old common stock awards and warrants then outstanding under the Company’s prior equity compensation plans were extinguished without recovery. The Company calculates basic earnings (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding, excluding restricted shares. The Company calculates diluted earnings (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding plus the dilutive effect of outstanding share-based awards, including stock options and restricted stock awards. Warrants are included in basic and diluted shares outstanding because there is little or no consideration paid upon exercise of the Warrants. Antidilutive instruments are not considered in this calculation. The Company applies the two-class method to calculate earnings per share. Because both classes share the same rights in dividends and earnings, earnings per share (basic and diluted) are the same for both classes. The following table presents the reconciliation of basic to diluted weighted average common shares as well as the effect of anti-dilutive securities excluded from diluted weighted average common shares (in thousands): Successor Company Predecessor Company Period from June 4, 2018 through June 30, 2018 Period from April 1, 2018 through June 3, 2018 Three Months Ended June 30, 2017 Basic Earnings Per Share Numerator: Undistributed net income from operations $ 4,980 $ 701,157 $ 5,672 Less: Participation rights of certain warrants in undistributed earnings — — 6 Basic net income attributable to common shares $ 4,980 $ 701,157 $ 5,666 Denominator: Basic weighted average shares outstanding 20,005 29,338 $ 29,306 Basic undistributed net income per share attributable to common shares $ 0.25 $ 23.90 $ 0.19 Diluted Earnings Per Share Numerator: Undistributed net income from operations $ 4,980 $ 701,157 $ 5,672 Less: Participation rights of certain warrants in undistributed earnings — — 6 Diluted net income attributable to common shares $ 4,980 $ 701,157 $ 5,666 Denominator: Basic weighted average shares outstanding 20,005 29,338 29,306 Diluted weighted average shares outstanding 20,300 29,338 29,306 Diluted undistributed net income per share attributable to common shares $ 0.25 $ 23.90 $ 0.19 Successor Company Predecessor Company Period from June 4, 2018 through June 30, 2018 Period from January 1, 2018 through June 3, 2018 Six Months Ended June 30, 2017 Basic Earnings (Loss) Per Share Numerator: Undistributed net income (loss) from operations $ 4,980 696,156 (1,723 ) Basic net income (loss) attributable to common shares $ 4,980 $ 696,156 $ (1,723 ) Denominator: Basic weighted average shares outstanding 20,005 29,338 $ 29,306 Basic undistributed net income (loss) per share attributable to common shares $ 0.25 $ 23.73 $ (0.06 ) Diluted Earnings (Loss) Per Share Numerator: Undistributed net income (loss) from operations 4,980 696,156 (1,723 ) Diluted net income (loss) attributable to common shares $ 4,980 $ 696,156 $ (1,723 ) Denominator: Basic weighted average shares outstanding 20,005 29,338 29,306 Diluted weighted average shares outstanding 20,300 29,338 29,306 Diluted undistributed net income (loss) per share attributable to common shares $ 0.25 $ 23.73 $ (0.06 ) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Future Commitments The radio broadcast industry’s principal ratings service is Nielsen Audio (“Nielsen”), which publishes surveys for domestic radio markets. Certain of the Company’s subsidiaries have agreements with Nielsen under which they receive programming ratings information. The remaining aggregate obligation under the agreements with Nielsen is approximately $175.7 million , as of June 30, 2018 , and is expected to be paid in accordance with the agreements through December 2021. The Company engages Katz Media Group, Inc. (“Katz”) as its national advertising sales agent. The national advertising agency contract with Katz contains termination provisions that, if exercised by the Company during the term of the contract, would obligate the Company to pay a termination fee to Katz, based upon a formula set forth in the contract. The Company is committed under various contractual agreements to pay for broadcast rights that include sports and news services and to pay for talent, executives, research, weather information and other services. The Company from time to time enters into radio network contractual obligations to guarantee a minimum amount of revenue share to contractual counterparties on certain programming in future years. As of June 30, 2018, the Company believes that it will meet all such material minimum obligations. On February 1, 2018 and March 9, 2018, respectively, the Company and Merlin Media, LLC (“Merlin”) amended their Local Marketing Agreement (“LMA Agreement”) under which the Company programmed two FM radio stations owned by Merlin. The Company ceased programming one of the stations (“WLUP”) on March 9, 2018, but continued to program the other FM station (“WKQX”) under the amended LMA Agreement. On April 3, 2018, the Company entered into an asset purchase agreement with Merlin, pursuant to which it agreed to purchase WKQX and certain intellectual property for $18.0 million in cash. On April 10, 2018, the Court approved the purchase and the Company made a payment in escrow of $4.75 million . On June 15, 2018, the Company closed on the purchase of WKQX. The table below summarizes the preliminary purchase price allocation among the tangible and intangible assets acquired in the WKQX purchase (dollars in thousands): Allocation Amount Broadcast licenses $ 17,476 Property and equipment 524 Total purchase price $ 18,000 The above estimated fair values of assets acquired are preliminary and are based on the information that was available as of the acquisition date to estimate the fair value of assets acquired. The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired but the Company is waiting for additional information necessary to finalize the determination of fair value. Thus, the preliminary measurements of fair value reflected are subject to change. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable but no later than December 31, 2018. Legal Proceedings In August 2015, the Company was named as a defendant in two separate putative class action lawsuits relating to its use and public performance of certain sound recordings fixed prior to February 15, 1972 (the "Pre-1972 Recordings"). The first suit, ABS Entertainment, Inc., et. al. v, Cumulus Media Inc., was filed in the United States District Court for the Central District of California and alleged, among other things, copyright infringement under California state law, common law conversion, misappropriation and unfair business practices. On December 11, 2015, this suit was dismissed without prejudice. The second suit, ABS Entertainment, Inc., v. Cumulus Media Inc., was filed in the United States District Court for the Southern District of New York and claimed, among other things, common law copyright infringement and unfair competition. The New York lawsuit was stayed pending an appeal before the Second Circuit involving unrelated third parties over whether the owner of a Pre-1972 Recording holds an exclusive right to publicly perform that recording under New York common law. On December 20, 2016, the New York Court of Appeals held that New York common law does not recognize a right of public performance for owners of pre-1972 Recordings. As a result of that case (to which Cumulus Media Inc. was not a party) the New York case against Cumulus Media Inc., was voluntarily dismissed by the plaintiffs on April 3, 2017. The question of whether public performance rights exist for Pre-1972 recordings under state law is still being litigated in the Ninth Circuit as a result of a case filed in California. Cumulus is not a party to that case, and the Company is not yet able to determine what effect that proceeding will have, if any, on its financial position, results of operations or cash flows. The Company currently is, and expects that from time to time in the future it will be, party to, or a defendant in, various other claims or lawsuits that are generally incidental to its business. The Company expects that it will vigorously contest any such claims or lawsuits and believes that the ultimate resolution of any such known claim or lawsuit will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. |
Segment Data
Segment Data | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Data | Segment Data The Company operates in two reportable segments for which there is discrete financial information available and whose operating results are reviewed by the chief operating decision maker, the Cumulus Radio Station Group and Westwood One. Cumulus Radio Station Group revenue is derived primarily from the sale of broadcasting time to local, regional, and national advertisers. Westwood One revenue is generated primarily through network advertising. The Company also reports information for Corporate and Other. Corporate includes overall executive, administrative and support functions for both of the Company’s reportable segments, including accounting, finance, legal, human resources, information technology functions, and programming. The Company presents segment adjusted EBITDA (“Adjusted EBITDA”) as this is the financial metric by which management and the chief operating decision maker allocate resources of the Company and analyze the performance of the Company’s reportable segments. Management also uses this measure to determine the contribution of the Company's core operations to the funding of its corporate resources utilized to manage operations and non-operating expenses including debt service and acquisitions. In addition, Adjusted EBITDA is a key metric for purposes of calculating and determining compliance with certain covenants contained in the Company’s 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 (as such fees are excluded from the definition of such term for purposes of calculating covenant compliance under the credit agreement), expenses relating to acquisitions, 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. The Company’s financial data by segment is presented in the tables below (in thousands): Period from June 4, 2018 through June 30, 2018 (Successor Company) Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 68,357 $ 26,356 $ 291 $ 95,004 Period from April 1, 2018 through June 3, 2018 (Predecessor Company) Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 135,093 $ 54,924 $ 228 $ 190,245 Three Months Ended June 30, 2017 (Predecessor Company) Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 208,596 $ 81,234 $ 701 $ 290,531 Period from June 4, 2018 through June 30, 2018 (Successor Company) Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 68,357 $ 26,356 $ 291 $ 95,004 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 Six Months Ended June 30, 2017 (Predecessor Company) Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 382,197 $ 171,090 $ 1,274 $ 554,561 Successor Company Predecessor Company Period from June 4, 2018 through June 30, Period from April 1, 2018 through June 3, Three Months Ended June 30, 2018 2018 2017 Adjusted EBITDA by segment Cumulus Radio Station Group $ 20,860 $ 39,824 $ 59,870 Westwood One 7,690 6,554 16,942 Segment Adjusted EBITDA 28,550 46,378 76,812 Adjustments to reconcile to GAAP measure Corporate and other expense (2,435 ) (6,137 ) (9,412 ) Income tax (expense) benefit (2,606 ) 176,741 (7,234 ) Non-operating expense, including net interest expense (6,152 ) (387 ) (34,420 ) Local marketing agreement fees (358 ) (702 ) (2,713 ) Depreciation and amortization (4,379 ) (10,065 ) (16,120 ) Stock-based compensation expense (652 ) (65 ) (530 ) Loss on sale or disposal of assets or stations — (147 ) (104 ) Reorganization items, net — 496,368 — Acquisition-related and restructuring costs (6,941 ) (734 ) (467 ) Franchise and state taxes (47 ) (93 ) (140 ) Consolidated GAAP net income $ 4,980 $ 701,157 $ 5,672 Successor Company Predecessor Company Period from June 4, 2018 through June 30, Period from January 1, 2018 through June 3, Six Months Ended June 30, 2018 2018 2017 Adjusted EBITDA by segment Cumulus Radio Station Group $ 20,860 $ 76,009 $ 98,911 Westwood One 7,690 19,210 25,911 Segment Adjusted EBITDA 28,550 95,219 124,822 Adjustments to reconcile to GAAP measure Corporate and other expense (2,435 ) (14,707 ) (18,689 ) Income tax (expense) benefit (2,606 ) 176,859 (1,208 ) Non-operating expense, including net interest expense (6,152 ) (483 ) (68,363 ) Local marketing agreement fees (358 ) (1,809 ) (5,420 ) Depreciation and amortization (4,379 ) (22,046 ) (32,402 ) Stock-based compensation expense (652 ) (231 ) (1,068 ) (Loss) gain on sale or disposal of assets or stations — (158 ) 2,502 Reorganization items, net — 466,201 — Acquisition-related and restructuring costs (6,941 ) (2,455 ) (1,618 ) Franchise and state taxes (47 ) (234 ) (279 ) Consolidated GAAP net income (loss) $ 4,980 $ 696,156 $ (1,723 ) |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event On August 17, 2018, Holdings entered into a $50.0 million revolving credit facility (the “Revolving Credit Facility”) pursuant to a Credit Agreement (the “Revolving Credit Agreement”), dated as of August 17, 2018, with certain subsidiaries of Holdings, as borrowers, certain lenders, Intermediate Holdings, as a guarantor, and Deutsche Bank AG New York Branch, as a lender and Administrative Agent. The Revolving Credit Facility matures on August 17, 2023. Availability under the Revolving Credit Facility is tied to a borrowing base formula that is based on 85% of the accounts receivable of the borrowers and the guarantors, subject to customary reserves and eligibility criteria. Under the Revolving Credit Facility, up to $10.0 million of availability may be drawn in the form of letters of credit. Borrowings under the Revolving Credit Facility bear interest, at the option of Holdings, based on LIBOR plus a percentage spread (ranging from 1.25% to 1.75% ) based on the average daily excess availability under the Revolving Credit Facility or the Alternative Base Rate (as defined below) plus a percentage spread (ranging from 0.25% to 0.75% ) based on the average daily excess availability under the Revolving Credit Facility. The Alternative Base Rate is defined, for any day, as the per annum rate equal to the highest of (i) the federal funds rate plus 1/2 of 1.0%, (ii) the rate identified as the “Prime Rate” and normally published in the Money Rates section of the Wall Street Journal, and (iii) one-month LIBOR plus 1.0% . In addition, the unused portion of the Revolving Credit Facility will be subject to a commitment fee ranging from 0.250% to 0.375% based on the utilization of the facility. As of August 20, 2018, no amounts were outstanding under the Revolving Credit Facility. The Revolving Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Events of default in the Revolving Credit Agreement include, among others: (a) the failure to pay when due the obligations owing thereunder; (b) the failure to perform (and not timely remedy, if applicable) certain covenants; (c) certain defaults and accelerations under other indebtedness; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against Holdings or any of its subsidiaries; (f) the loss, revocation or suspension of, or any material impairment in the ability to use, any one or more of, any material Federal Communications Commission licenses; (g) any representation or warranty made, or report, certificate or financial statement delivered, to the lenders subsequently proven to have been incorrect in any material respect; and (h) the occurrence of a Change in Control (as defined in Credit Agreement). Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the Revolving Credit Agreement and the ancillary loan documents as a secured party. The Revolving Credit Agreement does not contain any financial maintenance covenants with which the Company must comply. However, if average excess availability under the Revolving Credit Facility is less than the greater of (a) 12.50% of the total commitments thereunder or (b) $5.0 million , the Company must comply with a fixed charge coverage ratio of not less than 1 .0:1.0. Amounts outstanding under the Revolving Credit Agreement are guaranteed by Intermediate Holdings and the present and future wholly-owned subsidiaries of Holdings that are not borrowers thereunder, subject to certain exceptions as set forth in the Revolving Credit Agreement (the “Revolver Guarantors”) and secured by a security interest in substantially all of the assets of Holdings, the subsidiaries of Holdings party to the Credit Agreement as borrowers, and the Revolver Guarantors. |
Nature of Business, Interim F24
Nature of Business, Interim Financial Data and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Cumulus Media Inc. (and its consolidated subsidiaries, except as the context may otherwise require, “CUMULUS MEDIA,” “we,” “us,” “our,” or the “Company”) is a Delaware corporation, organized in 2018, and successor to a Delaware corporation with the same name that had been organized in 2002. |
Basis of Presentation | Basis of Presentation As previously disclosed, on November 29, 2017 (the “Petition Date”), CM Wind Down Topco Inc. (formerly known as Cumulus Media Inc.), a Delaware corporation (“Old Cumulus”) and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Petitions”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors’ chapter 11 cases (the "Chapter 11 Cases") were jointly administered under the caption In re Cumulus Media Inc., et al, Case No. 17-13381. On May 10, 2018, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law and Order Confirming the Debtors’ First Amended Joint Chapter 11 Plan of Reorganization [Docket No. 769] (the “Confirmation Order”), which confirmed the First Amended Joint Plan of Reorganization of Cumulus Media Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 446] (the “Plan”), as modified by the Confirmation Order. On June 4, 2018 (the “Effective Date”), Old Cumulus satisfied the conditions to effectiveness set forth in the Confirmation Order and in the Plan, the Plan was substantially consummated, and Old Cumulus and the other Debtors emerged from Chapter 11. On June 29, 2018, the Bankruptcy Court entered an order closing the Chapter 11 Cases of all of the Debtors other than Old Cumulus, whose case will remain open for purposes of fully administering its estate, including reconciling claims subject to compromise under the Plan. Although Old Cumulus emerged from Chapter 11 on the Effective Date, the Old Cumulus Chapter 11 Case will remain open until its estate has been fully administered and the Bankruptcy Court enters an order closing its case. In connection with its emergence, Old Cumulus implemented a series of internal reorganization transactions authorized by the Plan pursuant to which it transferred substantially all of its remaining assets to an indirectly wholly owned subsidiary of reorganized Cumulus Media Inc. (formerly known as CM Emergence Newco Inc.), a Delaware corporation (“CUMULUS MEDIA” or the “Company”), prior to winding down its business. References to “Successor” or “Successor Company” relate to the balance sheet and results of operations of CUMULUS MEDIA on and subsequent to June 4, 2018. References to “Predecessor”, “Predecessor Company” or “Old Cumulus” refer to the balance sheet and results of operations of Old Cumulus prior to June 4, 2018. Upon emergence from Chapter 11 on the Effective Date, the Company has applied Accounting Standards Codification (“ASC”) 852 - Reorganizations (“ASC 852”) in preparing its consolidated financial statements (see Note 2, “Emergence from Chapter 11” and Note 3 “Fresh Start Accounting”). As a result of the application of fresh start accounting and the effects of the implementation of the Plan, a new entity for financial reporting purposes was created, and as such the consolidated financial statements on and after June 4, 2018 are not comparable to the consolidated financial statements prior to that date. Refer to Note 3, “Fresh Start Accounting” for additional information. Subsequent to the Petition Date and before the Effective Date, all expenses, gains and losses directly associated with the reorganization proceedings are reported as Reorganization items, net, in the accompanying Condensed Consolidated Statements of Operations. In addition, liabilities subject to compromise during the pendency of the Chapter 11 Cases are distinguished from liabilities of the Company that are not expected to be compromised, including post-petition liabilities, in the accompanying Condensed Consolidated Balance Sheets. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Interim Financial Data In the opinion of management, all adjustments, other than bankruptcy related adjustments as described in Note 3, "Fresh Start Accounting", consist of normal, recurring adjustments, necessary for a fair statement of the Company’s results of operations for, and financial condition as of the end of, the interim periods have been made. The results of operations and cash flows of the Successor for the period from June 4, 2018 through June 30, 2018 and of the Predecessor for the period from April 1, 2018 through June 3, 2018 and the Company’s financial condition as of June 30, 2018, are not necessarily indicative of the results of operations or cash flows that can be expected for, or the Company’s financial condition that can be expected as of the end of, any other interim period or for the fiscal year ending December 31, 2018. These consolidated interim financial statements should be read in conjunction with CUMULUS MEDIA’s Annual Report on Form 10-K for the year ended December 31, 2017. |
Recent Accounting Standards Updates and Adoption of New Accounting Standards and Recent Accounting Standards Updates | Recent Accounting Standards Updates ASU 2016-02 - Leases (“ASU 2016-02”) . In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, which provides updated guidance for the accounting for leases. This update requires lessees to recognize assets and liabilities for the rights and obligations created by leases with a term longer than one year. Leases will be classified as either finance or operating, thereby impacting the pattern of expense recognition in the statement of operations. ASU 2016-02 will be effective for fiscal years beginning after December 15, 2018, and interim periods thereafter. Early adoption is permitted. The Company is currently assessing the impact that ASU 2016-02 will have on its consolidated financial statements and plans to adopt the new standard effective January 1, 2019. Adoption of New Accounting Standards ASU 2014-09 and related updates - Revenue from Contracts with Customers ("ASU 2014-09") or ("ASC 606") . On January 1, 2018, the Company adopted ASC 606, which is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services and satisfaction of performance obligations to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company applied the modified retrospective method to contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018, are presented under ASC 606, while prior period amounts have not been adjusted and continue to be reported under the previous accounting standards. There was not a material impact to revenues as a result of the recognition of revenue in accordance with ASC 606 for the three and six months ended June 30, 2018, and there have not been significant changes to the Company's business processes, systems, or internal controls as a result of implementing the standard. See Note 4, "Revenues" for further details. ASU 2016-01 - Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01") . In January 2016, the FASB issued ASU 2016-01 which enhances the reporting model for financial instruments including aspects of recognition, measurement, presentation and disclosure. This ASU revises the accounting requirements related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. This ASU also changes certain disclosure requirements associated with the fair value of financial instruments. These changes require an entity to measure, at fair value, investments in equity securities and other ownership interests in an entity - including investments in partnerships, unincorporated joint ventures and limited liability companies that do not result in consolidation and are not accounted for under the equity method - and recognize the changes in fair value within net income. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. In February 2018, the FASB issued ASU 2018-03 - Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2018-03") which provides an option for a company to "un-elect" the measurement alternative and elect to account for the investment at fair value through current earnings for certain equity investments that do not have readily determinable fair values. However, once a company makes this election for a particular investment, it must apply the fair value through current earnings model to all identical investments and/or similar investments from the same issuer. Further, a company cannot elect the measurement alternative for future purchases of identical or similar investments of the same issuer. The Company adopted ASU 2016-01 as of January 1, 2018 on a prospective basis. The Company un-elected the measurement alternative and will continue to value joint venture investments at fair value through current earnings. As such, there was no impact to the Condensed Consolidated Financial Statements. ASU 2016-15 - Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). In August 2016, the FASB issued ASU 2016-15 which provides guidance for several new and/or revised disclosures pertaining to the classification of certain cash receipts and cash payments on the statement of cash flows, including contingent consideration payments made after a business acquisition. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. The Company adopted ASU 2016-15 as of January 1, 2018 and there was no impact to the Condensed Consolidated Financial Statements. ASU 2016-18 - Restricted Cash ("ASU 2016-18"). In November 2016, the FASB issued ASU 2016-18 which provides guidance for the accounting for the disclosure of restricted cash on the statement of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. The Company adopted ASU 2016-18 as of January 1, 2018. Upon adoption of ASU 2016-18 on January 1, 2018, restricted cash balances were included along with cash and cash equivalents as of the end of the period and beginning of the period, respectively, in the Company's Condensed Consolidated Cash Flows for all periods presented. Additionally, separate line items showing changes in restricted cash balances have been eliminated from the Condensed Consolidated Statement of Cash Flows. ASU 2017-01 - Clarifying the Definition of a Business ("ASU 2017-01") . In January 2017, the FASB issued guidance that clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The new standard is effective for fiscal years, and interim periods within fiscal years, beginning after December 15, 2017. The Company adopted ASU 2017-01 as of January 1, 2018 on a prospective basis and there was no material impact to the Condensed Consolidated Financial Statements. ASU 2017-09 - Scope of Modification Accounting ("ASU 2017-09") . In May 2017, the FASB issued an update to guidance on Topic 718, Compensation—Stock Compensation that clarifies when changes to the terms or conditions of a share-based award must be accounted for as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award, as equity or liability, changes as a result of the change in terms or conditions. ASU 2017-09 is effective for annual periods, and interim periods within annual periods, beginning after December 15, 2017. The Company adopted ASU 2017-09 as of January 1, 2018 on a prospective basis and there was no material impact to the consolidated financial statements. |
Nature of Business, Interim F25
Nature of Business, Interim Financial Data and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Cash Flow Statement | The following summarizes supplemental cash flow information to be read in conjunction with the Condensed Consolidated Statements of Cash Flows for the Period from June 4, 2018 through June 30, 2018 (Successor), Period from January 1, 2018 through June 3, 2018 (Predecessor) and the Six Months Ended June 30, 2017 (Predecessor): Successor Company Predecessor Company Period from June 4, 2018 through June 30, Period from January 1, 2018 through June 3, Six Months Ended June 30, 2018 2018 2017 Supplemental disclosures of cash flow information: Interest paid $ 5,878 $ — $ 62,609 Income taxes paid 2,847 1,992 2,790 Supplemental disclosures of non-cash flow information: Trade revenue $ 3,297 $ 18,973 $ 20,253 Trade expense 3,246 17,964 19,485 Transfer of deposit from escrow - WKQX acquisition 4,750 — — Supplemental disclosures of non-cash reorganization items: 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 ) — Long-term debt (994,407 ) Stockholders' equity — 324,620 — Reconciliation of cash and cash equivalents and restricted cash to the Condensed Consolidated Balance Sheet: Cash and cash equivalents $ 37,444 $ 50,046 $ 141,195 Restricted cash 29,226 38,305 7,822 Total cash and cash equivalents and restricted cash $ 66,670 $ 88,351 $ 149,017 |
Fresh Start Accounting (Tables)
Fresh Start Accounting (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Reorganizations [Abstract] | |
Reconciliation of Reorganization Value | The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date (dollars in thousands): 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 |
Schedule of Reorganization Adjustments | . 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 4, 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 30,197 315,306 514,051 Less: accumulated depreciation — (320,477 ) Property and equipment, net $ 315,306 $ 193,574 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): . Adjustment made to accumulated deficit consisted of the following (dollars in thousands): . Reflects the cumulative impact of the fresh start accounting adjustments discussed above on accumulated deficit as follows (dollars in thousands): 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 ) . The Company recorded an adjustment to intangible assets of $147.9 million as follows (dollars in thousands): . Reflects cash payments and the funding of professional fee escrow account from the implementation of the Plan as follows (dollars in thousands): Liabilities subject to compromise have been, or will be settled as follows in accordance with the Plan (dollars in thousands): 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 The adjustments set forth in the following unaudited Condensed Consolidated Balance Sheet reflect the consummation of the transactions contemplated by the Plan (reflected in the column “Reorganization Adjustments”) as well as fair value adjustments as a result of the adoption of fresh start accounting (reflected in the column “Fresh Start Adjustments”). The explanatory notes highlight methods used to determine fair values or other amounts of the assets and liabilities as well as significant assumptions or inputs (dollars in thousands). . 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 |
Schedule of Reorganization Items Incurred | Reorganization items incurred as a result of the Chapter 11 Cases are presented separately in the accompanying Condensed Consolidated Statement of Operations as follows (dollars in thousands): Predecessor Company Period from April 1, 2018 through June 3, 2018 Three Months Ended June 30, 2017 Period from January 1, 2018 through June 3, 2018 Gain on settlement of Liabilities subject to compromise (a) $ 726,831 $ — $ 726,831 Fresh start adjustments (b) (179,291 ) — (179,291 ) Professional fees (c) (29,560 ) — (54,386 ) Non-cash claims adjustments (d) (15,364 ) — (15,364 ) Rejected executory contracts (e) (2,936 ) — (5,976 ) Other (f) (3,312 ) — (5,613 ) Reorganization items, net $ 496,368 $ — $ 466,201 (a) Liabilities subject to compromise have been, or will be settled in accordance with the Plan. (b) Revaluation of certain assets and liabilities upon the adoption of fresh start accounting. (c) Legal, financial advisory and other professional costs directly associated with the reorganization process. (d) The carrying value of certain claims were adjusted to the estimated value of the claim that will be allowed by the Bankruptcy Court. (e) Non-cash expenses to record estimated allowed claim amounts related to rejected executory contracts. (f) Federal Communications Commission filing and United States Trustee fees directly associated with the reorganization process and the write-off of Predecessor director and officer insurance policies. |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents revenues disaggregated by revenue source (dollars in thousands): Successor Company Predecessor Company Period from June 4, 2018 through June 30, 2018 Period from April 1, 2018 through June 3, 2018 Three Months Ended June 30, 2017 Cumulus Radio Station Group Advertising revenues (broadcast, digital, non-traditional revenue (“NTR”) and trade) $ 67,958 $ 134,477 $ 207,778 Non-advertising revenues (tower rental and other) 399 616 818 Total Cumulus Radio Station Group revenue $ 68,357 $ 135,093 $ 208,596 Westwood One Advertising revenues (broadcast, digital and trade) $ 24,986 $ 52,684 $ 76,617 Non-advertising revenues (license fees and other) 1,370 2,240 4,617 Total Westwood One revenue $ 26,356 $ 54,924 $ 81,234 Other (1) $ 291 $ 228 $ 701 Total Revenue $ 95,004 $ 190,245 $ 290,531 Successor Company Predecessor Company Period from June 4, 2018 through June 30, Period from January 1, 2018 through June 3, 2018 Six Months Ended June 30, 2017 Cumulus Radio Station Group Advertising revenues (broadcast, digital, NTR and trade) $ 67,958 $ 301,804 $ 380,502 Non-advertising revenues (tower rental and other) 399 1,513 1,695 Total Cumulus Radio Station Group revenue $ 68,357 $ 303,317 $ 382,197 Westwood One Advertising revenues (broadcast, digital and trade) $ 24,986 $ 143,215 $ 162,262 Non-advertising revenues (license fees and other) 1,370 6,500 8,828 Total Westwood One revenue $ 26,356 $ 149,715 $ 171,090 Other (1) $ 291 $ 892 $ 1,274 Total Revenue $ 95,004 $ 453,924 $ 554,561 (1) Other is comprised of revenue from certain digital commerce and broadcast software sales and services. |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Successor Company Predecessor Company (dollars in thousands) Estimated Useful Life As of June 30, 2018 As of December 31, 2017 Land N/A $ 79,464 $ 86,308 Broadcasting and other equipment 3 to 30 years 59,815 240,740 Computer and capitalized software costs 1 to 3 years 11,914 29,793 Furniture and fixtures 5 years 4,474 15,278 Leasehold improvements 5 years 24,144 42,504 Buildings 9 to 20 years 27,189 51,549 Construction in progress N/A 30,214 32,463 237,214 498,635 Less: accumulated depreciation (1,687 ) (307,031 ) Property and equipment, net $ 235,527 $ 191,604 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill and accumulated impairment losses | The carrying value of goodwill by reportable segments is as follows (dollars in thousands): Cumulus Radio Station Group Westwood One Consolidated Balance as of January 1, 2018 (Predecessor Company) Goodwill $ 1,278,526 $ 304,280 $ 1,582,806 Accumulated impairment losses (1,278,526 ) (169,066 ) (1,447,592 ) Balance as of January 1, 2018 (Predecessor Company) $ — $ 135,214 $ 135,214 Balance as of June 3, 2018 (Predecessor Company) Goodwill $ 1,278,526 $ 304,280 $ 1,582,806 Accumulated impairment losses (1,278,526 ) (169,066 ) (1,447,592 ) Balance as of June 3, 2018 (Predecessor Company) $ — $ 135,214 $ 135,214 Impact of fresh start accounting — (135,214 ) (135,214 ) Balance as of June 4, 2018 (Successor Company) $ — $ — $ — |
Schedule of Indefinite-Lived Intangible Assets | The Company’s intangible assets are as follows (dollars in thousands): Intangible Assets: FCC Licenses Definite-Lived Total Balance as of January 1, 2018 (Predecessor Company) $ 1,203,809 $ 82,994 $ 1,286,803 Dispositions — — — Amortization — (7,938 ) (7,938 ) Balance as of June 3, 2018 (Predecessor Company) $ 1,203,809 $ 75,056 $ 1,278,865 Impact of fresh start accounting (285,309 ) 137,402 (147,907 ) Balance as of June 4, 2018 (Successor Company) $ 918,500 $ 212,458 $ 1,130,958 Amortization — (2,693 ) (2,693 ) Acquisitions 17,476 — 17,476 Balance as of June 30, 2018 (Successor Company) $ 935,976 $ 209,765 $ 1,145,741 |
Schedule of Finite-Lived Intangible Assets | The Company’s intangible assets are as follows (dollars in thousands): Intangible Assets: FCC Licenses Definite-Lived Total Balance as of January 1, 2018 (Predecessor Company) $ 1,203,809 $ 82,994 $ 1,286,803 Dispositions — — — Amortization — (7,938 ) (7,938 ) Balance as of June 3, 2018 (Predecessor Company) $ 1,203,809 $ 75,056 $ 1,278,865 Impact of fresh start accounting (285,309 ) 137,402 (147,907 ) Balance as of June 4, 2018 (Successor Company) $ 918,500 $ 212,458 $ 1,130,958 Amortization — (2,693 ) (2,693 ) Acquisitions 17,476 — 17,476 Balance as of June 30, 2018 (Successor Company) $ 935,976 $ 209,765 $ 1,145,741 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Components of Long-term Debt | The Company’s long-term debt consisted of the following as of June 30, 2018 and December 31, 2017 (dollars in thousands): Successor Company Predecessor Company June 30, 2018 December 31, 2017 Predecessor Term Loan $ — $ 1,722,209 7.75% Senior Notes: — 610,000 Long-term debt, net subject to compromise $ — $ 2,332,209 Less: Amounts reclassified to Liabilities subject to compromise — (2,332,209 ) Term Loan $ 1,300,000 $ — Less: Current portion 13,000 — Long-term debt, net $ 1,287,000 $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Gross Amounts and Fair Value | The following table shows the gross amount and fair value of the Term Loan, the Predecessor Term Loan and 7.75% Senior Notes (dollars in thousands): Successor Company Predecessor Company June 30, 2018 December 31, 2017 Term Loan: Gross value $ 1,300,000 $ — Fair value - Level 2 $ 1,300,000 $ — Predecessor Term Loan: Gross value $ — $ 1,722,209 Fair value - Level 2 $ — $ 1,481,100 7.75% Senior Notes: Gross value $ — $ 610,000 Fair value - Level 2 $ — $ 105,988 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The Company’s income tax provision (benefit) and effective tax rate were as follows: Successor Company Predecessor Company Predecessor Company (in thousands, except percentages) Period from June 4, 2018 through June 30, 2018 Period from April 1, 2018 through June 3, 2018 Three Months Ended June 30, 2017 Period from January 1, 2018 through June 3, 2018 Six Months Ended June 30, 2017 Income (loss) before income taxes $ 7,586 $ 524,416 $ 12,906 $ 519,297 $ (515 ) Effective tax rate 34.4 % (33.7 )% 56.1 % (34.1 )% (234.6 )% Provision (benefit) for income taxes $ 2,606 $ (176,741 ) $ 7,234 $ (176,859 ) $ 1,208 Provision (benefit) for income taxes at 21% or 35% $ 1,593 $ 110,127 $ 4,517 $ 109,052 $ (180 ) Difference between tax at effective versus statutory rate $ 1,013 $ (286,868 ) $ 2,717 $ (285,911 ) $ 1,388 |
Stock-Based Compensation Expe33
Stock-Based Compensation Expense (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Grants Awarded | The total grants awarded during the period from June 4, 2018 through June 30, 2018 are presented in the table below: Successor Company Period from June 4, 2018 through June 30, 2018 Stock option grants 581,124 Restricted stock unit grants 600,031 Total grants in the successor period 1,181,155 The total share-based compensation expense included in “Corporate expenses” in the accompanying Condensed Consolidated Statements of Operations for the period from June 4, 2018 through June 30, 2018 was as follows (in thousands): Successor Company Period from June 4, 2018 through June 30, 2018 Stock option grants $ 315 Restricted stock unit grants 337 Total expense $ 652 e total grants awarded during the period from April 1, 2018 through June 3, 2018 and January 1, 2018 through June 30, 2018, and the three and six months ended June 30, 2017 are presented in the table below : Predecessor Company Period from April 1, 2018 through June 3, 2018 Three Months Ended June 30, 2017 Period from January 1, 2018 through June 3, 2018 Six Months Ended June 30, 2017 Stock option grants — — — 64,855 The total share-based compensation expense included in “Corporate expenses” in the accompanying Condensed Consol |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings per Common Share | The following table presents the reconciliation of basic to diluted weighted average common shares as well as the effect of anti-dilutive securities excluded from diluted weighted average common shares (in thousands): Successor Company Predecessor Company Period from June 4, 2018 through June 30, 2018 Period from April 1, 2018 through June 3, 2018 Three Months Ended June 30, 2017 Basic Earnings Per Share Numerator: Undistributed net income from operations $ 4,980 $ 701,157 $ 5,672 Less: Participation rights of certain warrants in undistributed earnings — — 6 Basic net income attributable to common shares $ 4,980 $ 701,157 $ 5,666 Denominator: Basic weighted average shares outstanding 20,005 29,338 $ 29,306 Basic undistributed net income per share attributable to common shares $ 0.25 $ 23.90 $ 0.19 Diluted Earnings Per Share Numerator: Undistributed net income from operations $ 4,980 $ 701,157 $ 5,672 Less: Participation rights of certain warrants in undistributed earnings — — 6 Diluted net income attributable to common shares $ 4,980 $ 701,157 $ 5,666 Denominator: Basic weighted average shares outstanding 20,005 29,338 29,306 Diluted weighted average shares outstanding 20,300 29,338 29,306 Diluted undistributed net income per share attributable to common shares $ 0.25 $ 23.90 $ 0.19 Successor Company Predecessor Company Period from June 4, 2018 through June 30, 2018 Period from January 1, 2018 through June 3, 2018 Six Months Ended June 30, 2017 Basic Earnings (Loss) Per Share Numerator: Undistributed net income (loss) from operations $ 4,980 696,156 (1,723 ) Basic net income (loss) attributable to common shares $ 4,980 $ 696,156 $ (1,723 ) Denominator: Basic weighted average shares outstanding 20,005 29,338 $ 29,306 Basic undistributed net income (loss) per share attributable to common shares $ 0.25 $ 23.73 $ (0.06 ) Diluted Earnings (Loss) Per Share Numerator: Undistributed net income (loss) from operations 4,980 696,156 (1,723 ) Diluted net income (loss) attributable to common shares $ 4,980 $ 696,156 $ (1,723 ) Denominator: Basic weighted average shares outstanding 20,005 29,338 29,306 Diluted weighted average shares outstanding 20,300 29,338 29,306 Diluted undistributed net income (loss) per share attributable to common shares $ 0.25 $ 23.73 $ (0.06 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The table below summarizes the preliminary purchase price allocation among the tangible and intangible assets acquired in the WKQX purchase (dollars in thousands): Allocation Amount Broadcast licenses $ 17,476 Property and equipment 524 Total purchase price $ 18,000 |
Segment Data (Tables)
Segment Data (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The Company’s financial data by segment is presented in the tables below (in thousands): Period from June 4, 2018 through June 30, 2018 (Successor Company) Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 68,357 $ 26,356 $ 291 $ 95,004 Period from April 1, 2018 through June 3, 2018 (Predecessor Company) Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 135,093 $ 54,924 $ 228 $ 190,245 Three Months Ended June 30, 2017 (Predecessor Company) Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 208,596 $ 81,234 $ 701 $ 290,531 Period from June 4, 2018 through June 30, 2018 (Successor Company) Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 68,357 $ 26,356 $ 291 $ 95,004 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 Six Months Ended June 30, 2017 (Predecessor Company) Cumulus Radio Station Group Westwood One Corporate and Other Consolidated Net revenue $ 382,197 $ 171,090 $ 1,274 $ 554,561 Successor Company Predecessor Company Period from June 4, 2018 through June 30, Period from April 1, 2018 through June 3, Three Months Ended June 30, 2018 2018 2017 Adjusted EBITDA by segment Cumulus Radio Station Group $ 20,860 $ 39,824 $ 59,870 Westwood One 7,690 6,554 16,942 Segment Adjusted EBITDA 28,550 46,378 76,812 Adjustments to reconcile to GAAP measure Corporate and other expense (2,435 ) (6,137 ) (9,412 ) Income tax (expense) benefit (2,606 ) 176,741 (7,234 ) Non-operating expense, including net interest expense (6,152 ) (387 ) (34,420 ) Local marketing agreement fees (358 ) (702 ) (2,713 ) Depreciation and amortization (4,379 ) (10,065 ) (16,120 ) Stock-based compensation expense (652 ) (65 ) (530 ) Loss on sale or disposal of assets or stations — (147 ) (104 ) Reorganization items, net — 496,368 — Acquisition-related and restructuring costs (6,941 ) (734 ) (467 ) Franchise and state taxes (47 ) (93 ) (140 ) Consolidated GAAP net income $ 4,980 $ 701,157 $ 5,672 Successor Company Predecessor Company Period from June 4, 2018 through June 30, Period from January 1, 2018 through June 3, Six Months Ended June 30, 2018 2018 2017 Adjusted EBITDA by segment Cumulus Radio Station Group $ 20,860 $ 76,009 $ 98,911 Westwood One 7,690 19,210 25,911 Segment Adjusted EBITDA 28,550 95,219 124,822 Adjustments to reconcile to GAAP measure Corporate and other expense (2,435 ) (14,707 ) (18,689 ) Income tax (expense) benefit (2,606 ) 176,859 (1,208 ) Non-operating expense, including net interest expense (6,152 ) (483 ) (68,363 ) Local marketing agreement fees (358 ) (1,809 ) (5,420 ) Depreciation and amortization (4,379 ) (22,046 ) (32,402 ) Stock-based compensation expense (652 ) (231 ) (1,068 ) (Loss) gain on sale or disposal of assets or stations — (158 ) 2,502 Reorganization items, net — 466,201 — Acquisition-related and restructuring costs (6,941 ) (2,455 ) (1,618 ) Franchise and state taxes (47 ) (234 ) (279 ) Consolidated GAAP net income (loss) $ 4,980 $ 696,156 $ (1,723 ) |
Nature of Business, Interim F37
Nature of Business, Interim Financial Data and Basis of Presentation (Nature of Business) (Details) | 6 Months Ended |
Jun. 30, 2018audiencemarketstation | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Weekly audience reach, number of people | audience | 245,000,000 |
Number of owned and operated stations | 441 |
Number of markets | market | 90 |
Number of radio stations | 8,000 |
Nature of Business, Interim F38
Nature of Business, Interim Financial Data and Basis of Presentation (Condensed Supplemental Cash Flow) (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2017 | Jun. 03, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 04, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Supplemental disclosures of non-cash flow information: | |||||||||
Trade revenue | $ 3,300,000 | $ 0 | $ 8,900,000 | $ 19,000,000 | $ 20,300,000 | ||||
Predecessor Company | |||||||||
Supplemental disclosures of cash flow information: | |||||||||
Interest paid | $ 0 | 62,609,000 | |||||||
Income taxes paid | 1,992 | 2,790,000 | |||||||
Supplemental disclosures of non-cash flow information: | |||||||||
Trade revenue | 18,973,000 | 20,253,000 | |||||||
Trade expense | 17,964,000 | 19,485,000 | |||||||
Transfer of deposit from escrow - WKQX acquisition | 0 | 0 | |||||||
Supplemental disclosures of non-cash reorganization items: | |||||||||
Accounts receivable | (11,000) | ||||||||
Prepaid expenses and other current assets | 21,077,000 | 0 | |||||||
Property and equipment | (121,732,000) | 0 | |||||||
Other intangible assets, goodwill and other assets | 283,217,000 | 0 | |||||||
Accounts payable, accrued expenses and other liabilities | (36,415,000) | 0 | |||||||
Long-term debt | (994,407,000) | ||||||||
Stockholders' equity | 324,620,000 | 0 | |||||||
Reconciliation of cash and cash equivalents and restricted cash to the Condensed Consolidated Balance Sheet: | |||||||||
Cash and cash equivalents | 50,046,000 | 141,195,000 | 50,046,000 | 141,195,000 | $ 102,891,000 | ||||
Restricted cash | 38,305,000 | 7,822,000 | 38,305,000 | 7,822,000 | |||||
Total cash and cash equivalents and restricted cash | $ 88,351,000 | $ 149,017,000 | $ 88,351,000 | $ 149,017,000 | $ 111,890,000 | $ 139,284,000 | |||
Successor Company | |||||||||
Supplemental disclosures of cash flow information: | |||||||||
Interest paid | 5,878,000 | ||||||||
Income taxes paid | 2,847,000 | ||||||||
Supplemental disclosures of non-cash flow information: | |||||||||
Trade revenue | 3,297,000 | ||||||||
Trade expense | 3,246,000 | ||||||||
Transfer of deposit from escrow - WKQX acquisition | 4,750,000 | ||||||||
Supplemental disclosures of non-cash reorganization items: | |||||||||
Prepaid expenses and other current assets | 0 | ||||||||
Property and equipment | 0 | ||||||||
Other intangible assets, goodwill and other assets | 0 | ||||||||
Accounts payable, accrued expenses and other liabilities | 0 | ||||||||
Stockholders' equity | 0 | ||||||||
Reconciliation of cash and cash equivalents and restricted cash to the Condensed Consolidated Balance Sheet: | |||||||||
Cash and cash equivalents | 37,444,000 | 37,444,000 | |||||||
Restricted cash | 29,226,000 | 29,226,000 | |||||||
Total cash and cash equivalents and restricted cash | $ 66,670,000 | $ 66,670,000 | $ 88,351,000 |
Emergence from Chapter 11 (Deta
Emergence from Chapter 11 (Detail) | Jun. 04, 2018USD ($)director$ / sharesshares | Jun. 30, 2018 | Jun. 03, 2018USD ($)$ / shares | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||
Cancellation of certain prepetition obligations | $ | $ 2,647,110 | $ 2,647,110,000 | ||
Preferred stock, shares authorized | 100,000,000 | |||
Number of independent directors selected by the holders of the Term Loan (director) | director | 6 | |||
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 7.75% | 7.75% | ||
Senior Notes | Senior Notes at 7.75% | ||||
Debt Instrument [Line Items] | ||||
Cancellation of certain prepetition obligations | $ | $ 610,000,000 | |||
Interest rate | 7.75% | 7.75% | ||
Pro rata share of new common stock and warrants (percent) | 16.50% | |||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Cancellation of certain prepetition obligations | $ | $ 1,700,000,000 | |||
Term Loan | Amended and Restated Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Term Loan entered into by the Successor Company | $ | $ 1,300,000,000 | |||
Pro rata share of new common stock and warrants (percent) | 83.50% | |||
Class A common stock | ||||
Debt Instrument [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | |||
Common stock, shares issued | 11,052,211 | |||
Common stock, par value (usd per share) | $ / shares | $ 0.00 | $ 0.01 | ||
Class B common stock | ||||
Debt Instrument [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | |||
Common stock, shares issued | 5,218,209 | |||
Common stock, par value (usd per share) | $ / shares | $ 0.00 | 0.01 | ||
Class C common stock | ||||
Debt Instrument [Line Items] | ||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | |||
Series 1 warrants | ||||
Debt Instrument [Line Items] | ||||
Number of warrants issued (shares) | 3,016,853 | |||
Series 2 warrants | ||||
Debt Instrument [Line Items] | ||||
Number of warrants issued (shares) | 712,736 |
Fresh Start Accounting (Narrati
Fresh Start Accounting (Narrative) (Details) - USD ($) | Jun. 04, 2018 | Jun. 03, 2018 |
Fresh-Start Adjustment [Line Items] | ||
Estimated enterprise value | $ 1,675,000,000 | |
Short-term debt | 0 | |
Predecessor Term Loan | $ 1,287,000,000 | |
Fair value of debt as a percentage of par value (percent) | 100.00% | |
Other non-operating liabilities | $ 24,126,000 | |
Debt issuance costs | 18,000,000 | |
Asset write off | 2,200,000 | |
Deferred tax liabilities | 50,400,000 | |
Deferred tax liability, subject to compromise | (50,437) | $ 237,247,000 |
Goodwill adjustment | (135,214,000) | |
Minimum | ||
Fresh-Start Adjustment [Line Items] | ||
Estimated enterprise value | 1,500,000,000 | |
Maximum | ||
Fresh-Start Adjustment [Line Items] | ||
Estimated enterprise value | 1,700,000,000 | |
Reorganization Adjustments | ||
Fresh-Start Adjustment [Line Items] | ||
Prepaid expenses and other current assets | (19,990,000) | |
Fresh Start Adjustments | ||
Fresh-Start Adjustment [Line Items] | ||
Goodwill adjustment | (135,214,000) | |
Predecessor Term Loan | 18,017,000 | |
Intangible assets fair value adjustment | 147,900,000 | |
Term Loan [Member] | Reorganization Adjustments | ||
Fresh-Start Adjustment [Line Items] | ||
Prepaid expenses and other current assets | $ 17,800,000 |
Fresh Start Accounting (Reconci
Fresh Start Accounting (Reconciliation of Reorganization Value) (Details) $ in Thousands | Jun. 04, 2018USD ($) |
Reorganizations [Abstract] | |
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 |
Fresh Start Accounting (Schedul
Fresh Start Accounting (Schedule of Adjustments Set Forth in the Statement of Financial Position) (Details) | Jun. 04, 2018USD ($) |
Fresh Start Adjustments, Assets | |
Goodwill | $ (135,214,000) |
Fresh Start Adjustments, Liabilities and Stockholders' (Deficit) Equity | |
(Accumulated deficit) retained earnings | 2,306,203 |
Current assets: | |
Cash and cash equivalents | 50,046,000 |
Restricted cash | 38,305,000 |
Accounts receivable | 215,724,000 |
Trade receivable | 5,221,000 |
Prepaid expenses and other current assets | 29,922,000 |
Total current assets | 339,218,000 |
Property and equipment | 315,306,000 |
Broadcast licenses | 918,500,000 |
Other intangible assets | 212,458,000 |
Other assets | 18,012,000 |
Total assets | 1,803,494,000 |
Current liabilities: | |
Accounts payable and accrued expenses | 114,573,000 |
Current portion of Predecessor Term Loan | 13,000,000 |
Total current liabilities | 127,573,000 |
Predecessor Term Loan | 1,287,000,000 |
Other liabilities | 24,126,000 |
Deferred income taxes | 39,795,000 |
Total non-current liabilities | 1,350,921,000 |
Total liabilities | 1,478,494,000 |
Stockholder's (deficit) equity: | |
Successor additional-paid-in-capital | 325,000,000 |
Total stockholders' (deficit) equity | 325,000,000 |
Total liabilities and stockholders’ equity (deficit) | 1,803,494,000 |
Predecessor Company | |
Current assets: | |
Cash and cash equivalents | 108,480,000 |
Restricted cash | 13,720,000 |
Accounts receivable | 215,724,000 |
Trade receivable | 5,221,000 |
Prepaid expenses and other current assets | 49,912,000 |
Total current assets | 393,057,000 |
Property and equipment | 193,574,000 |
Broadcast licenses | 1,203,809,000 |
Other intangible assets | 75,056,000 |
Goodwill | 135,214,000 |
Other assets | 18,012,000 |
Total assets | 2,018,722,000 |
Current liabilities: | |
Accounts payable and accrued expenses | 108,448,000 |
Total current liabilities | 108,448,000 |
Other liabilities | 2,801,000 |
Total non-current liabilities | 2,801,000 |
Liabilities subject to compromise | 2,647,110,000 |
Total liabilities | 2,758,359,000 |
Stockholder's (deficit) equity: | |
Predecessor treasury stock | (229,310,000) |
Predecessor additional-paid-in-capital | 1,626,906,000 |
(Accumulated deficit) retained earnings | (2,137,554,000) |
Total stockholders' (deficit) equity | (739,637,000) |
Total liabilities and stockholders’ equity (deficit) | 2,018,722,000 |
Class A common stock | Predecessor Company | |
Stockholder's (deficit) equity: | |
Old common stock (predecessor) | 320,000 |
Class C common stock | Predecessor Company | |
Stockholder's (deficit) equity: | |
Old common stock (predecessor) | 1,000 |
Fresh Start Adjustments | |
Current liabilities: | |
Deferred income taxes | (10,642,000) |
Fresh Start Adjustments, Assets | |
Property and equipment | 121,732,000 |
Broadcast licenses | (285,309,000) |
Other intangible assets | 137,402,000 |
Goodwill | (135,214,000) |
Total assets | (161,389,000) |
Fresh Start Adjustments, Liabilities and Stockholders' (Deficit) Equity | |
Accounts payable and accrued expenses | (128,000) |
Total current liabilities | (128,000) |
Predecessor Term Loan | 18,017,000 |
Other liabilities | 13,000 |
Total non-current liabilities | 7,388,000 |
Total liabilities | 7,260,000 |
(Accumulated deficit) retained earnings | (168,649,000) |
Total stockholders' (deficit) equity | (168,649,000) |
Total liabilities and stockholders’ equity (deficit) | (161,389,000) |
Reorganization Adjustments | |
Current assets: | |
Cash and cash equivalents | (58,434,000) |
Restricted cash | 24,585,000 |
Accounts receivable | 0 |
Prepaid expenses and other current assets | (19,990,000) |
Total current assets | (53,839,000) |
Total assets | (53,839,000) |
Current liabilities: | |
Accounts payable and accrued expenses | 6,253,000 |
Current portion of Predecessor Term Loan | 13,000,000 |
Total current liabilities | 19,253,000 |
Predecessor Term Loan | 1,268,983,000 |
Deferred income taxes | 50,437,000 |
Other liabilities | 21,312,000 |
Total non-current liabilities | 1,340,732,000 |
Liabilities subject to compromise | (2,647,110,000) |
Total liabilities | (1,287,125,000) |
Stockholder's (deficit) equity: | |
Predecessor treasury stock | 229,310,000 |
Predecessor additional-paid-in-capital | (1,626,906,000) |
(Accumulated deficit) retained earnings | 2,306,203,000 |
Total stockholders' (deficit) equity | 1,233,286,000 |
Total liabilities and stockholders’ equity (deficit) | (53,839,000) |
Stockholder's (deficit) equity: | |
Successor additional-paid-in-capital | 325,000,000 |
Reorganization Adjustments | Class A common stock | |
Stockholder's (deficit) equity: | |
Old common stock (predecessor) | (320,000) |
Reorganization Adjustments | Class C common stock | |
Stockholder's (deficit) equity: | |
Old common stock (predecessor) | $ (1,000) |
Fresh Start Accounting (Cash Pa
Fresh Start Accounting (Cash Payments) (Details) $ in Thousands | Jun. 04, 2018USD ($) |
Reorganizations [Abstract] | |
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 |
Fresh Start Accounting (Net Res
Fresh Start Accounting (Net Restricted Cash) (Details) $ in Thousands | Jun. 04, 2018USD ($) |
Reorganizations [Abstract] | |
Funding of professional fee escrow account | $ 32,517 |
Payment of restructuring fees | (7,932) |
Net changes to restricted cash | $ 24,585 |
Fresh Start Accounting (Sched45
Fresh Start Accounting (Schedule of Liabilities Subject to Compromise) (Details) - USD ($) | Jun. 04, 2018 | Jun. 03, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Accounts payable and accrued expenses | $ 66,515,000 | ||
Other liabilities | 21,364,000 | ||
Deferred tax liability | $ (50,437) | 237,247,000 | |
Accounts payable, accrued expenses and other liabilities | 325,126,000 | ||
Accrued interest | 27,577,000 | ||
Long-term debt and accrued interest | 2,321,984,000 | ||
Total liabilities subject to compromise | 2,647,110 | 2,647,110,000 | |
Term Loan | |||
Debt Instrument [Line Items] | |||
Total liabilities subject to compromise | $ 1,700,000,000 | ||
Term Loan | Senior Notes at 7.75% | |||
Debt Instrument [Line Items] | |||
Long-term debt | 610,000,000 | ||
Predecessor Company | |||
Debt Instrument [Line Items] | |||
Total liabilities subject to compromise | $ 2,687,223,000 | ||
Predecessor Company | Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 1,684,407,000 |
Fresh Start Accounting (Cumulat
Fresh Start Accounting (Cumulative Impact of Reorganization Adjustments) (Details) - USD ($) | Jun. 04, 2018 | Jun. 03, 2018 |
Reorganizations [Abstract] | ||
Liabilities subject to compromise | $ 2,647,110 | $ 2,647,110,000 |
Cash payments at the Effective Date | (33,657) | |
Accounts payable | (3,215) | |
Other liabilities | (21,160) | |
Deferred tax liability | (50,437) | $ 237,247,000 |
Total liabilities reinstated at the Effective Date | (74,812) | |
Adjustment for deferred tax liability impact | (186,810) | |
Cancellation of old common stock | (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 issued to Predecessor Term Loan holders | (1,300,000) | |
Gain on settlement of Liabilities subject to compromise | $ 726,831 |
Fresh Start Accounting (Adjustm
Fresh Start Accounting (Adjustments to Accumulated Deficit) (Details) | Jun. 04, 2018USD ($) |
Reorganizations [Abstract] | |
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 |
Fresh Start Accounting (Summary
Fresh Start Accounting (Summary of the Components of Property, Plant and Equipment, Net) (Details) - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended |
Jun. 03, 2018 | Jun. 30, 2018 | |
Successor Company | ||
Fresh-Start Adjustment [Line Items] | ||
Property and equipment, gross | $ 315,306 | |
Less: accumulated depreciation | 0 | |
Property and equipment, net | 315,306 | |
Predecessor Company | ||
Fresh-Start Adjustment [Line Items] | ||
Property and equipment, gross | 514,051 | |
Less: accumulated depreciation | (320,477) | |
Property and equipment, net | 193,574 | |
Land | Successor Company | ||
Fresh-Start Adjustment [Line Items] | ||
Property and equipment, gross | 159,464 | |
Land | Predecessor Company | ||
Fresh-Start Adjustment [Line Items] | ||
Property and equipment, gross | 86,287 | |
Broadcasting and other equipment | Successor Company | ||
Fresh-Start Adjustment [Line Items] | ||
Property and equipment, gross | 58,369 | |
Broadcasting and other equipment | Predecessor Company | ||
Fresh-Start Adjustment [Line Items] | ||
Property and equipment, gross | 248,607 | |
Computer and capitalized software costs | Successor Company | ||
Fresh-Start Adjustment [Line Items] | ||
Property and equipment, gross | 11,791 | |
Computer and capitalized software costs | Predecessor Company | ||
Fresh-Start Adjustment [Line Items] | ||
Property and equipment, gross | $ 34,924 | |
Furniture and fixtures | ||
Fresh-Start Adjustment [Line Items] | ||
Estimated Useful Life | 5 years | |
Furniture and fixtures | Successor Company | ||
Fresh-Start Adjustment [Line Items] | ||
Estimated Useful Life | 5 years | |
Property and equipment, gross | $ 4,432 | |
Furniture and fixtures | Predecessor Company | ||
Fresh-Start Adjustment [Line Items] | ||
Property and equipment, gross | $ 15,571 | |
Leasehold improvements | ||
Fresh-Start Adjustment [Line Items] | ||
Estimated Useful Life | 5 years | |
Leasehold improvements | Successor Company | ||
Fresh-Start Adjustment [Line Items] | ||
Estimated Useful Life | 5 years | |
Property and equipment, gross | $ 24,089 | |
Leasehold improvements | Predecessor Company | ||
Fresh-Start Adjustment [Line Items] | ||
Property and equipment, gross | 46,471 | |
Buildings | Successor Company | ||
Fresh-Start Adjustment [Line Items] | ||
Property and equipment, gross | 26,964 | |
Buildings | Predecessor Company | ||
Fresh-Start Adjustment [Line Items] | ||
Property and equipment, gross | 51,994 | |
Construction in progress | Successor Company | ||
Fresh-Start Adjustment [Line Items] | ||
Property and equipment, gross | 30,197 | |
Construction in progress | Predecessor Company | ||
Fresh-Start Adjustment [Line Items] | ||
Property and equipment, gross | $ 30,197 | |
Minimum | Broadcasting and other equipment | ||
Fresh-Start Adjustment [Line Items] | ||
Estimated Useful Life | 3 years | 3 years |
Minimum | Computer and capitalized software costs | ||
Fresh-Start Adjustment [Line Items] | ||
Estimated Useful Life | 1 year | 1 year |
Minimum | Buildings | ||
Fresh-Start Adjustment [Line Items] | ||
Estimated Useful Life | 9 years | 9 years |
Maximum | Broadcasting and other equipment | ||
Fresh-Start Adjustment [Line Items] | ||
Estimated Useful Life | 30 years | 30 years |
Maximum | Computer and capitalized software costs | ||
Fresh-Start Adjustment [Line Items] | ||
Estimated Useful Life | 3 years | 3 years |
Maximum | Buildings | ||
Fresh-Start Adjustment [Line Items] | ||
Estimated Useful Life | 20 years | 20 years |
Fresh Start Accounting (Intangi
Fresh Start Accounting (Intangible Assets) (Details) $ in Thousands | Jun. 04, 2018USD ($) |
Fresh Start Adjustments | |
Fresh-Start Adjustment [Line Items] | |
Fresh start, intangible asset adjustment | $ (147,907) |
Successor Company | |
Fresh-Start Adjustment [Line Items] | |
Fresh start, intangible asset adjustment | 1,130,958 |
Predecessor Company | |
Fresh-Start Adjustment [Line Items] | |
Fresh start, intangible asset adjustment | 1,278,865 |
FCC Licenses | Fresh Start Adjustments | |
Fresh-Start Adjustment [Line Items] | |
Fresh start, intangible asset adjustment | (285,309) |
FCC Licenses | Successor Company | |
Fresh-Start Adjustment [Line Items] | |
Fresh start, intangible asset adjustment | 918,500 |
FCC Licenses | Predecessor Company | |
Fresh-Start Adjustment [Line Items] | |
Fresh start, intangible asset adjustment | 1,203,809 |
Other intangible assets | Fresh Start Adjustments | |
Fresh-Start Adjustment [Line Items] | |
Fresh start, intangible asset adjustment | 137,402 |
Other intangible assets | Successor Company | |
Fresh-Start Adjustment [Line Items] | |
Fresh start, intangible asset adjustment | 212,458 |
Other intangible assets | Predecessor Company | |
Fresh-Start Adjustment [Line Items] | |
Fresh start, intangible asset adjustment | 75,056 |
Trademarks and Trade Names | Successor Company | |
Fresh-Start Adjustment [Line Items] | |
Fresh start, intangible asset adjustment | 21,200 |
Broadcasting, Affiliate and Producer Relationships | Successor Company | |
Fresh-Start Adjustment [Line Items] | |
Fresh start, intangible asset adjustment | 162,000 |
Tower Income Contracts | Successor Company | |
Fresh-Start Adjustment [Line Items] | |
Fresh start, intangible asset adjustment | 15,100 |
Advertiser Backlog | Successor Company | |
Fresh-Start Adjustment [Line Items] | |
Fresh start, intangible asset adjustment | 12,000 |
Leasehold Intangible Asset | Successor Company | |
Fresh-Start Adjustment [Line Items] | |
Fresh start, intangible asset adjustment | $ 2,200 |
Fresh Start Accounting (Accumul
Fresh Start Accounting (Accumulated Deficit Adjustments) (Details) | Jun. 04, 2018USD ($) |
Fresh-Start Adjustment [Line Items] | |
Goodwill adjustment | $ (135,214,000) |
Net impact on retained earnings | 2,306,203 |
Fresh Start Adjustments | |
Fresh-Start Adjustment [Line Items] | |
Property and equipment fair value adjustment | 121,732,000 |
Intangible assets fair value adjustment | (147,907,000) |
Goodwill adjustment | (135,214,000) |
Term Loan fair value adjustment | (18,017,000) |
Other assets and liabilities fair value adjustments | 115,000 |
Net loss on fresh start adjustments | (179,291,000) |
Tax impact on fresh start adjustments | 10,642,000 |
Net impact on retained earnings | $ (168,649,000) |
Fresh Start Accounting (Sched51
Fresh Start Accounting (Schedule of Reorganization Items Incurred) (Details) - USD ($) $ in Thousands | Jun. 04, 2018 | Jun. 03, 2018 | Jun. 30, 2017 | Jun. 03, 2018 | Jun. 30, 2018 |
Fresh-Start Adjustment [Line Items] | |||||
Professional fees (c) | $ (3,118) | ||||
Other (d) | $ (1,132) | ||||
Predecessor Company | |||||
Fresh-Start Adjustment [Line Items] | |||||
Gain on settlement of Liabilities subject to compromise (a) | $ 726,831 | $ 0 | $ 726,831 | ||
Fresh start adjustments (b) | (179,291) | 0 | (179,291) | ||
Professional fees (c) | (29,560) | 0 | (54,386) | ||
Non-cash claims adjustments (e) | (15,364) | 0 | (15,364) | ||
Rejected executory contracts (f) | (2,936) | 0 | (5,976) | ||
Other (d) | (3,312) | 0 | (5,613) | ||
Reorganization items, net | $ 496,368 | $ 0 | $ 466,201 | $ 0 |
Revenues (Details)
Revenues (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2018 | |
Successor Company | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | $ 95,004 | ||||
Successor Company | Radio Station Group | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 68,357 | ||||
Successor Company | Radio Station Group | Advertising revenues (broadcast, digital, non-traditional revenue (NTR) and trade) | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 67,958 | ||||
Successor Company | Radio Station Group | Non-advertising revenues (tower rental and other) | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 399 | ||||
Successor Company | Westwood One | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 26,356 | ||||
Successor Company | Westwood One | Advertising revenues (broadcast, digital, non-traditional revenue (NTR) and trade) | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 24,986 | ||||
Successor Company | Westwood One | Non-advertising revenues (tower rental and other) | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 1,370 | ||||
Successor Company | Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | $ 291 | ||||
Predecessor Company | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | $ 190,245 | $ 290,531 | $ 453,924 | $ 554,561 | |
Predecessor Company | Radio Station Group | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 135,093 | 208,596 | 303,317 | 382,197 | |
Predecessor Company | Radio Station Group | Advertising revenues (broadcast, digital, non-traditional revenue (NTR) and trade) | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 134,477 | 207,778 | 301,804 | 380,502 | |
Predecessor Company | Radio Station Group | Non-advertising revenues (tower rental and other) | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 616 | 818 | 1,513 | 1,695 | |
Predecessor Company | Westwood One | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 54,924 | 81,234 | 149,715 | 171,090 | |
Predecessor Company | Westwood One | Advertising revenues (broadcast, digital, non-traditional revenue (NTR) and trade) | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 52,684 | 76,617 | 143,215 | 162,262 | |
Predecessor Company | Westwood One | Non-advertising revenues (tower rental and other) | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | 2,240 | 4,617 | 6,500 | 8,828 | |
Predecessor Company | Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenues | $ 228 | $ 701 | $ 892 | $ 1,274 |
Revenues (Narrative) (Details)
Revenues (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue from Contract with Customer [Abstract] | |||||
Trade revenue | $ 3.3 | $ 0 | $ 8.9 | $ 19 | $ 20.3 |
Contract with customer asset | 3.5 | 3.5 | |||
Remaining performance obligation | $ 6.2 | $ 6.2 |
Restricted Cash (Detail)
Restricted Cash (Detail) - USD ($) $ in Millions | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Cash and Cash Equivalents [Abstract] | |||
Restricted cash | $ 29.2 | $ 9 | $ 9 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended | |
Jun. 03, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 237,214 | $ 498,635 | |
Less: accumulated depreciation | (1,687) | (307,031) | |
Property, Plant and Equipment, Net | 235,527 | 191,604 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 79,464 | 86,308 | |
Broadcasting and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 59,815 | 240,740 | |
Computer and capitalized software costs | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 11,914 | 29,793 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 4,474 | 15,278 | |
Estimated Useful Life | 5 years | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 24,144 | 42,504 | |
Estimated Useful Life | 5 years | ||
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 27,189 | 51,549 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 30,214 | $ 32,463 | |
Minimum | Broadcasting and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 3 years | 3 years | |
Minimum | Computer and capitalized software costs | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 1 year | 1 year | |
Minimum | Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 9 years | 9 years | |
Maximum | Broadcasting and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 30 years | 30 years | |
Maximum | Computer and capitalized software costs | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 3 years | 3 years | |
Maximum | Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life | 20 years | 20 years |
Intangible Assets and Goodwil56
Intangible Assets and Goodwill (Changes in Goodwill) (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 04, 2018 | Jun. 03, 2018 | Dec. 31, 2017 |
Goodwill [Line Items] | ||||
Impact of fresh start accounting | $ (135,214) | |||
Radio Station Group | ||||
Goodwill [Line Items] | ||||
Impact of fresh start accounting | 0 | |||
Westwood One | ||||
Goodwill [Line Items] | ||||
Impact of fresh start accounting | $ (135,214) | |||
Predecessor Company | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 1,582,806 | $ 1,582,806 | ||
Accumulated impairment losses | (1,447,592) | (1,447,592) | ||
Total | 135,214 | 135,214 | ||
Predecessor Company | Radio Station Group | ||||
Goodwill [Line Items] | ||||
Goodwill | 1,278,526 | 1,278,526 | ||
Accumulated impairment losses | (1,278,526) | (1,278,526) | ||
Total | 0 | 0 | ||
Predecessor Company | Westwood One | ||||
Goodwill [Line Items] | ||||
Goodwill | 304,280 | 304,280 | ||
Accumulated impairment losses | (169,066) | (169,066) | ||
Total | $ 135,214 | $ 135,214 | ||
Successor Company | ||||
Goodwill [Line Items] | ||||
Total | $ 0 |
Intangible Assets and Goodwil57
Intangible Assets and Goodwill (Changes in Intangible Assets Other Than Goodwill) (Detail) - USD ($) $ in Thousands | 1 Months Ended | 5 Months Ended | |
Jun. 30, 2018 | Jun. 03, 2018 | Jun. 04, 2018 | |
FCC Licenses | |||
Acquisitions | $ 17,476 | ||
Definite-Lived | |||
Impact of fresh start accounting | 147,900 | ||
Predecessor Company | |||
Definite-Lived | |||
Amortization | $ 7,938 | ||
Total | |||
Intangible Assets Total, Beginning Balance | 1,278,865 | 1,286,803 | |
Amortization | 7,938 | ||
Intangible Assets Total, Ending Balance | 1,278,865 | ||
Successor Company | |||
Definite-Lived | |||
Amortization | 2,693 | ||
Impact of fresh start accounting | $ (147,907) | ||
Total | |||
Amortization | 2,693 | ||
Intangible Assets Total, Ending Balance | 1,145,741 | ||
Definite-Lived | Predecessor Company | |||
Definite-Lived | |||
Definite-Lived Intangible Assets, Beginning Balance | 75,056 | 82,994 | |
Amortization | 7,938 | ||
Definite-Lived Intangible Assets, Ending Balance | 75,056 | ||
Total | |||
Amortization | 7,938 | ||
Definite-Lived | Successor Company | |||
Definite-Lived | |||
Amortization | 2,693 | ||
Definite-Lived Intangible Assets, Ending Balance | 209,765 | ||
Impact of fresh start accounting | 137,402 | ||
Total | |||
Amortization | 2,693 | ||
FCC Licenses | |||
FCC Licenses | |||
Acquisitions | 17,476 | ||
FCC Licenses | Predecessor Company | |||
FCC Licenses | |||
Indefinite-Lived Intangible Assets, Beginning Balance | 1,203,809 | 1,203,809 | |
Indefinite-Lived Intangible Assets, Ending Balance | $ 1,203,809 | ||
FCC Licenses | Successor Company | |||
FCC Licenses | |||
Indefinite-Lived Intangible Assets, Ending Balance | $ 935,976 | ||
Definite-Lived | |||
Impact of fresh start accounting | $ (285,309) |
Long-Term Debt (Schedule of Deb
Long-Term Debt (Schedule of Debt) (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Successor Company | ||
Debt Instrument [Line Items] | ||
Less: Current portion | $ 13,000 | |
Long-term debt, net | 1,287,000 | |
Successor Company | Term loan | ||
Debt Instrument [Line Items] | ||
Long term debt, gross | $ 1,300,000 | |
Predecessor Company | ||
Debt Instrument [Line Items] | ||
Long-term debt, net subject to compromise | $ 2,332,209 | |
Less: Amounts reclassified to Liabilities subject to compromise | (2,332,209) | |
Predecessor Company | 7.75% senior notes | ||
Debt Instrument [Line Items] | ||
Long term debt, gross | 610,000 | |
Predecessor Company | Term loan | ||
Debt Instrument [Line Items] | ||
Long term debt, gross | $ 1,722,209 |
Long-Term Debt (Detail)
Long-Term Debt (Detail) - USD ($) | Jun. 04, 2018 | Dec. 23, 2013 | Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | May 13, 2011 |
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 50,000,000 | $ 50,000,000 | ||||||
Amended and Restated Credit Agreement | Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term line of credit | $ 1,300,000,000 | |||||||
7.75% senior notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 7.75% | 7.75% | 7.75% | |||||
Successor Company | ||||||||
Debt Instrument [Line Items] | ||||||||
Early termination penalty | 1.00% | |||||||
Adequate protection payments on term loan | $ 0 | |||||||
Successor Company | Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Amortization of outstanding loan principal amount, quarterly installment | 0.25% | |||||||
Successor Company | Amended and Restated Credit Agreement | Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 6.60% | |||||||
Basis spread on variable rate | 1.00% | |||||||
Successor Company | Alternative Base Rate | Amended and Restated Credit Agreement | Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.50% | |||||||
Successor Company | London Interbank Offered Rate | Amended and Restated Credit Agreement | Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 4.50% | |||||||
Successor Company | Minimum | Alternative Base Rate | Amended and Restated Credit Agreement | Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.00% | |||||||
Successor Company | Minimum | London Interbank Offered Rate | Amended and Restated Credit Agreement | Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 1.00% | |||||||
Predecessor Company | ||||||||
Debt Instrument [Line Items] | ||||||||
Adequate protection payments on term loan | $ 37,802,000 | $ 0 | ||||||
Predecessor Company | Amended and Restated Credit Agreement | Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term line of credit | $ 1,700,000,000 | |||||||
Basis spread on variable rate | 1.00% | |||||||
Adequate protection payments on term loan | 37,800,000 | |||||||
Interest expense, increase (decrease) | $ (37,100,000) | |||||||
Predecessor Company | 7.75% senior notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 7.75% | |||||||
Interest expense, increase (decrease) | $ (22,100,000) | |||||||
Predecessor Company | London Interbank Offered Rate | Amended and Restated Credit Agreement | Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.25% | |||||||
Predecessor Company | Base Rate | Amended and Restated Credit Agreement | Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.25% | |||||||
Predecessor Company | Federal Funds Rate | Amended and Restated Credit Agreement | Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 0.50% | 0.50% | ||||||
Predecessor Company | Minimum | London Interbank Offered Rate | Amended and Restated Credit Agreement | Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 1.00% | |||||||
Predecessor Company | Minimum | Base Rate | Amended and Restated Credit Agreement | Term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Detail) | Jun. 30, 2018 | Dec. 31, 2017 |
7.75% senior notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate | 7.75% | 7.75% |
Trading prices rate to calculate the fair value | 17.40% | |
Term loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading prices rate to calculate the fair value | 86.00% |
Fair Value Measurements (Gross
Fair Value Measurements (Gross Amounts and Fair Value of Debt) (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Successor Company | Term loan | ||
Fair Value, Estimate Not Practicable, Financial Statement Captions [Line Items] | ||
Debt securities | $ 1,300,000 | |
Successor Company | Term loan | Fair value - Level 2 | ||
Fair Value, Estimate Not Practicable, Financial Statement Captions [Line Items] | ||
Debt securities | $ 1,300,000 | |
Predecessor Company | Term loan | ||
Fair Value, Estimate Not Practicable, Financial Statement Captions [Line Items] | ||
Debt securities | $ 1,722,209 | |
Predecessor Company | Term loan | Fair value - Level 2 | ||
Fair Value, Estimate Not Practicable, Financial Statement Captions [Line Items] | ||
Debt securities | 1,481,100 | |
Predecessor Company | 7.75% senior notes | ||
Fair Value, Estimate Not Practicable, Financial Statement Captions [Line Items] | ||
Debt securities | 610,000 | |
Predecessor Company | 7.75% senior notes | Fair value - Level 2 | ||
Fair Value, Estimate Not Practicable, Financial Statement Captions [Line Items] | ||
Debt securities | $ 105,988 |
Income Taxes (Reconciliation) (
Income Taxes (Reconciliation) (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 03, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Taxes [Line Items] | |||||||
Effective tax rate | 56.10% | ||||||
Successor Company | |||||||
Income Taxes [Line Items] | |||||||
Income (loss) before income taxes | $ 7,586 | ||||||
Effective tax rate | 34.40% | ||||||
Income tax expense (benefit) | $ (2,606) | ||||||
Provision (benefit) for income taxes at 21% or 35% | 1,593 | ||||||
Difference between tax at effective versus statutory rate | $ 1,013 | ||||||
Predecessor Company | |||||||
Income Taxes [Line Items] | |||||||
Income (loss) before income taxes | $ 524,416 | $ 12,906 | $ 519,297 | $ (515) | |||
Effective tax rate | (33.70%) | 56.10% | (34.10%) | (234.60%) | |||
Income tax expense (benefit) | $ 176,741 | $ 7,234 | $ (7,234) | $ 176,859 | $ (1,208) | $ 1,208 | |
Provision (benefit) for income taxes at 21% or 35% | 110,127 | 4,517 | 109,052 | (180) | |||
Difference between tax at effective versus statutory rate | $ (286,868) | $ 2,717 | $ (285,911) | $ 1,388 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Millions | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 03, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Income Taxes [Line Items] | |||||||
Cancellation of Indebtedness Income | $ 745.7 | ||||||
Operating loss carryforwards | $ 81.3 | ||||||
Deferred tax asset, increase (decrease) | $ (10.6) | ||||||
Effective tax rate | 56.10% | ||||||
Federal statutory income tax rate | 35.00% | ||||||
Predecessor Company | |||||||
Income Taxes [Line Items] | |||||||
Effective tax rate | (33.70%) | 56.10% | (34.10%) | (234.60%) |
Stockholders' Equity (Detail)
Stockholders' Equity (Detail) - $ / shares | Jun. 04, 2018 | Jun. 30, 2018 | Jun. 30, 2009 | Jun. 03, 2018 | Dec. 31, 2017 | Sep. 16, 2011 | May 13, 2011 |
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 100,000,000 | ||||||
Class A common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 100,000,000 | ||||||
Common stock, shares issued | 11,052,211 | ||||||
Class B common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 100,000,000 | ||||||
Common stock, shares issued | 5,218,209 | ||||||
Shares converted (in shares) | 1,344,184 | ||||||
Successor Company | |||||||
Class of Stock [Line Items] | |||||||
Stock shares authorized (in shares) | 300,000,000 | ||||||
Preferred stock, shares authorized | 100,000,000 | ||||||
Common stock, shares outstanding | 16,305,384 | ||||||
Successor Company | Class A common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 100,000,000 | ||||||
Common stock, shares issued | 11,052,211 | 12,396,395 | |||||
Common stock, shares outstanding | 12,396,395 | ||||||
Successor Company | Class A common stock | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Shares outstanding (in shares) | 11,052,211 | 12,396,395 | |||||
Successor Company | Class B common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 100,000,000 | ||||||
Common stock, shares issued | 5,218,209 | 3,908,989 | |||||
Common stock, shares outstanding | 3,908,989 | ||||||
Successor Company | Class B common stock | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Shares outstanding (in shares) | 5,218,209 | 3,908,989 | |||||
Successor Company | Series I Warrants | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants issued (shares) | 3,016,853 | ||||||
Warrants exercise price (usd per share) | $ 0.00 | ||||||
Successor Company | Series 2 warrants | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants issued (shares) | 712,736 | ||||||
Warrants exercise price (usd per share) | $ 0.00 | ||||||
Successor Company | Class C common stock | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Shares outstanding (in shares) | 0 | ||||||
Predecessor Company | |||||||
Class of Stock [Line Items] | |||||||
Stock shares authorized (in shares) | 268,830,609 | ||||||
Preferred stock, shares authorized | 100,000,000 | ||||||
Preferred shares, par value (usd per share) | $ 0.01 | ||||||
Predecessor Company | 2009 Warrants | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants issued (shares) | 156,250 | ||||||
Warrants exercise price (usd per share) | $ 1.17 | ||||||
Number of securities called by warrants or rights | 0 | ||||||
Class of warrant or right, outstanding | 40,057 | ||||||
Predecessor Company | Company Warrants | |||||||
Class of Stock [Line Items] | |||||||
Class of warrant or right, outstanding | 31,955 | ||||||
Predecessor Company | Equity Investment | |||||||
Class of Stock [Line Items] | |||||||
Class of warrant or right, outstanding | 1,000,000 | 1,000,000 | |||||
Predecessor Company | Crestview Warrants | |||||||
Class of Stock [Line Items] | |||||||
Warrants exercise price (usd per share) | $ 34.56 | ||||||
Predecessor Company | Class A common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 93,750,000 | 93,750,000 | |||||
Common stock, shares issued | 32,031,054 | ||||||
Common stock, shares outstanding | 29,225,765 | ||||||
Predecessor Company | Class A common stock | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Shares outstanding (in shares) | 32,031,054 | 32,031,054 | |||||
Predecessor Company | Class A common stock | Citadel Acquisition | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares issued | 9,000,000 | ||||||
Predecessor Company | Class B common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 75,000,000 | ||||||
Predecessor Company | Class B common stock | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Shares outstanding (in shares) | 0 | 0 | |||||
Predecessor Company | Class C common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 80,609 | 80,609 | |||||
Common stock, shares issued | 80,609 | ||||||
Common stock, shares outstanding | 80,609 | ||||||
Predecessor Company | Class C common stock | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Shares outstanding (in shares) | 80,609 | 80,609 | |||||
Amended and Restated Credit Agreement | Term loan | |||||||
Class of Stock [Line Items] | |||||||
Pro rata share of new common stock and warrants (percent) | 83.50% | ||||||
Amended and Restated Credit Agreement | Term loan | Successor Company | |||||||
Class of Stock [Line Items] | |||||||
Interest rate | 6.60% | ||||||
Senior Notes | |||||||
Class of Stock [Line Items] | |||||||
Interest rate | 7.75% | 7.75% | |||||
Senior Notes | Predecessor Company | |||||||
Class of Stock [Line Items] | |||||||
Interest rate | 7.75% | ||||||
Senior Notes | Senior Notes at 7.75% | |||||||
Class of Stock [Line Items] | |||||||
Pro rata share of new common stock and warrants (percent) | 16.50% | ||||||
Interest rate | 7.75% | 7.75% |
Stock-Based Compensation Expe65
Stock-Based Compensation Expense (Narrative) (Detail) | Jun. 04, 2018installmentshares | Jun. 30, 2018shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award expiration period | 10 years | |
Stock option grants (shares) | 581,124,000 | |
Number of equal annual installments | installment | 4 | |
Additional tranche (period) | 1 year | |
Period preceding Change in Control when terminated employee becomes vested in all unvested awards | 3 months | |
Period following Change in Control when terminated employee becomes vested in all unvested awards | 12 months | |
Class A common stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate number of shares reserved for issuance | 2,222,223 | |
Aggregate number of shares granted | 1,124,434 | |
Restricted stock unit grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-option equity grants (shares) | 562,217 | 600,031,000 |
Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option grants (shares) | 562,217 | |
Award vesting percentage | 100.00% | |
Non-employee director Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option grants (shares) | 56,721 | |
Tranche one | Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 30.00% | |
Tranche two | Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 30.00% | |
Tranche three | Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 20.00% | |
Tranche four | Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 20.00% | |
Vesting ratably on each of December 31, 2018, 2019 and 2020, subject to certain performance-based criteria | Restricted stock unit grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 50.00% | |
Vesting on each of the first, second, third and fourth anniversaries of the Effective Date | Restricted stock unit grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 50.00% | |
Vesting on each of the first, second, third and fourth anniversaries of the Effective Date | Tranche one | Restricted stock unit grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 30.00% | |
Vesting on each of the first, second, third and fourth anniversaries of the Effective Date | Tranche two | Restricted stock unit grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 30.00% | |
Vesting on each of the first, second, third and fourth anniversaries of the Effective Date | Tranche three | Restricted stock unit grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 20.00% | |
Vesting on each of the first, second, third and fourth anniversaries of the Effective Date | Tranche four | Restricted stock unit grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 20.00% | |
Accelerated vesting due to termination of employment | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Accelerated vesting (percent) | 50.00% | |
Accelerated vesting due to termination on or before the first (1st) anniversary of the Effective Date | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Accelerated vesting (percent) | 75.00% |
Stock-Based Compensation Expe66
Stock-Based Compensation Expense (Schedule of Grants Awarded) (Details) - USD ($) $ in Thousands | Jun. 04, 2018 | Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 03, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock option grants (shares) | 581,124,000 | |||||||
Total grants in the Successor period (shares) | 1,181,155,000 | |||||||
Total expense | $ 652 | |||||||
Stock option grants | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock option grants (shares) | 562,217 | |||||||
Total expense | $ 315 | |||||||
Restricted stock unit grants | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Non-option equity grants (shares) | 562,217 | 600,031,000 | ||||||
Total expense | $ 337 | |||||||
Predecessor Company | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock option grants (shares) | 0 | 0 | 0 | 64,855,000 | ||||
Total expense | $ 204 | $ 530 | $ 370 | $ 1,068 | ||||
Predecessor Company | Stock option grants | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total expense | $ 65 | $ 530 | $ 231 | $ 1,068 |
Earnings (Loss) Per Share (Comp
Earnings (Loss) Per Share (Computation of Basic and Diluted Earnings per Common Share) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 03, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 03, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
Successor Company | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Undistributed net income from operations | $ 4,980 | ||||||
Basic weighted average shares outstanding | 20,004,736 | ||||||
Basic undistributed net income per share attributable to common shares | $ 0.25 | ||||||
Diluted net income attributable to common shares | 20,300,025 | ||||||
Predecessor Company | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Undistributed net income from operations | $ 701,157 | $ 5,672 | $ 696,156 | $ (1,723) | $ (1,723) | ||
Basic weighted average shares outstanding | 29,338,329 | 29,306,374 | 29,338,329 | 29,306,374 | |||
Basic undistributed net income per share attributable to common shares | $ 23.90 | $ 0.19 | $ 23.73 | $ (0.06) | |||
Diluted net income attributable to common shares | 29,338,329 | 29,306,374 | 29,338,329 | 29,306,374 | |||
Basic Share | Successor Company | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Undistributed net income from operations | $ 4,980 | ||||||
Participation rights of certain warrants in undistributed earnings | 0 | ||||||
Basic net income attributable to common shares | $ 4,980 | ||||||
Basic weighted average shares outstanding | 20,005,000 | ||||||
Basic undistributed net income per share attributable to common shares | $ 0.25 | ||||||
Basic Share | Predecessor Company | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Undistributed net income from operations | $ 701,157 | $ 5,672 | $ 696,156 | (1,723) | |||
Participation rights of certain warrants in undistributed earnings | 0 | 6 | |||||
Basic net income attributable to common shares | $ 701,157 | $ 5,666 | $ 696,156 | $ (1,723) | |||
Basic weighted average shares outstanding | 29,338,000 | 29,306,000 | 29,338,000 | 29,306,000 | |||
Basic undistributed net income per share attributable to common shares | $ 23.90 | $ 0.19 | $ 23.73 | $ (0.06) | |||
Diluted Share | Successor Company | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Undistributed net income from operations | $ 4,980 | ||||||
Participation rights of certain warrants in undistributed earnings | 0 | ||||||
Participation rights of unvested restricted stock in undistributed earnings | 0 | ||||||
Diluted net income (loss) attributable to common shares | $ 4,980 | ||||||
Basic weighted average shares outstanding | 20,005,000 | ||||||
Diluted net income attributable to common shares | 20,300,000 | ||||||
Diluted undistributed net income (loss) per share attributable to common shares | $ 0.25 | ||||||
Diluted Share | Predecessor Company | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Undistributed net income from operations | $ 701,157 | $ 5,672 | $ 5,672 | $ 696,156 | $ (1,723) | ||
Participation rights of certain warrants in undistributed earnings | 0 | 6 | |||||
Participation rights of unvested restricted stock in undistributed earnings | 0 | 0 | 0 | 0 | |||
Diluted net income (loss) attributable to common shares | $ 701,157 | $ 5,666 | $ 696,156 | $ (1,723) | |||
Basic weighted average shares outstanding | 29,338,000 | 29,306,000 | 29,338,000 | 29,306,000 | |||
Diluted net income attributable to common shares | 29,338,000 | 29,306,000 | 29,338,000 | 29,306,000 | |||
Diluted undistributed net income (loss) per share attributable to common shares | $ 23.90 | $ 0.19 | $ 23.73 | $ (0.06) |
Commitments and Contingencies68
Commitments and Contingencies (Detail) - USD ($) $ in Thousands | Apr. 10, 2018 | Jun. 30, 2018 | Apr. 03, 2018 |
Merlin Media LLC | |||
Supply Commitment [Line Items] | |||
Asset purchase agreement | $ 18,000 | ||
Escrow payment | $ 4,750 | ||
Nielson Audio | |||
Supply Commitment [Line Items] | |||
Remaining aggregate obligation under the agreements with Nielsen Audio | $ 175,700 |
Commitments and Contingencies69
Commitments and Contingencies (Acquisition) (Details) - WKQX $ in Thousands | Jun. 15, 2018USD ($) |
Business Acquisition [Line Items] | |
Broadcast licenses | $ 17,476 |
Property and equipment | 524 |
Total purchase price | $ 18,000 |
Segment Data (Details)
Segment Data (Details) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 03, 2018USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 03, 2018USD ($) | Jun. 30, 2018USD ($)segment | Jun. 30, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||||||
Number of reportable segments | segment | 2 | ||||||
Stock-based compensation expense | $ (652) | ||||||
Successor Company | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenue | 95,004 | ||||||
Segment adjusted EBITDA | 28,550 | ||||||
Income tax expense (benefit) | (2,606) | ||||||
Non-operating (income) expense, including net interest expense | 6,152 | ||||||
Local marketing agreement fees | (358) | ||||||
Depreciation and amortization | (4,379) | ||||||
Stock-based compensation expense | (652) | ||||||
(Loss) gain on sale or disposal of assets or stations | 0 | ||||||
Net (loss) income | 4,980 | ||||||
Successor Company | Operating Segments | Radio Station Group | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenue | $ 68,357 | ||||||
Segment adjusted EBITDA | 20,860 | ||||||
Successor Company | Operating Segments | Westwood One | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenue | 26,356 | ||||||
Segment adjusted EBITDA | 7,690 | ||||||
Successor Company | Adjustments to reconcile to GAAP measure | |||||||
Segment Reporting Information [Line Items] | |||||||
Corporate and other expense | (2,435) | ||||||
Income tax expense (benefit) | 2,606 | ||||||
Non-operating (income) expense, including net interest expense | (6,152) | ||||||
Local marketing agreement fees | (358) | ||||||
Depreciation and amortization | (4,379) | ||||||
Stock-based compensation expense | (652) | ||||||
(Loss) gain on sale or disposal of assets or stations | 0 | ||||||
Reorganization items, net | 0 | ||||||
Acquisition-related and restructuring costs | (6,941) | ||||||
Franchise and state taxes | (47) | ||||||
Successor Company | Corporate and Other | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenue | 291 | ||||||
Predecessor Company | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenue | 95,004 | 190,245 | $ 290,531 | $ 453,924 | $ 554,561 | $ 554,561 | |
Segment adjusted EBITDA | 46,378 | 76,812 | 95,219 | 124,822 | |||
Income tax expense (benefit) | 176,741 | $ 7,234 | (7,234) | 176,859 | (1,208) | 1,208 | |
Non-operating (income) expense, including net interest expense | (495,981) | 34,420 | (465,718) | 68,363 | |||
Local marketing agreement fees | (702) | (2,713) | (1,809) | (5,420) | |||
Depreciation and amortization | (10,065) | (16,120) | (22,046) | (32,402) | |||
Stock-based compensation expense | (204) | $ (530) | (370) | (1,068) | |||
(Loss) gain on sale or disposal of assets or stations | 147 | 104 | 158 | (2,502) | |||
Net (loss) income | 701,157 | 5,672 | 696,156 | $ (1,723) | (1,723) | ||
Predecessor Company | Operating Segments | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenue | 290,531 | ||||||
Predecessor Company | Operating Segments | Radio Station Group | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenue | 68,357 | 135,093 | 208,596 | 303,317 | 382,197 | ||
Segment adjusted EBITDA | 39,824 | 59,870 | 76,009 | 98,911 | |||
Predecessor Company | Operating Segments | Westwood One | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenue | 26,356 | 54,924 | 81,234 | 149,715 | 171,090 | ||
Segment adjusted EBITDA | 6,554 | 16,942 | 19,210 | 25,911 | |||
Predecessor Company | Adjustments to reconcile to GAAP measure | |||||||
Segment Reporting Information [Line Items] | |||||||
Corporate and other expense | 6,137 | (9,412) | 14,707 | 18,689 | |||
Income tax expense (benefit) | (176,741) | 7,234 | (176,859) | 1,208 | |||
Non-operating (income) expense, including net interest expense | 387 | (34,420) | 483 | 68,363 | |||
Local marketing agreement fees | 702 | (2,713) | 1,809 | 5,420 | |||
Depreciation and amortization | 10,065 | (16,120) | 22,046 | 32,402 | |||
Stock-based compensation expense | 65 | (530) | 231 | 1,068 | |||
(Loss) gain on sale or disposal of assets or stations | 147 | (104) | 158 | (2,502) | |||
Reorganization items, net | (496,368) | 0 | (466,201) | 0 | |||
Acquisition-related and restructuring costs | 734 | (467) | 2,455 | 1,618 | |||
Franchise and state taxes | 93 | (140) | 234 | 279 | |||
Predecessor Company | Corporate and Other | |||||||
Segment Reporting Information [Line Items] | |||||||
Net revenue | $ 291 | $ 228 | $ 701 | $ 892 | $ 1,274 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) | Aug. 17, 2018 | Aug. 20, 2018 | Jun. 30, 2018 |
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 50,000,000 | ||
Revolving Credit Facility | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 50,000,000 | ||
Long-term line of credit | $ 0 | ||
Debt Covenant, Total Commitments | 12.50% | ||
Debt Covenant, Commitment | $ 5,000,000 | ||
Fixed Charge Coverage Ratio | 1 | ||
Letter of Credit | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 10,000,000 | ||
Minimum | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Unused capacity, commitment fee rate | 0.25% | ||
Maximum | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Unused capacity, commitment fee rate | 0.375% | ||
London Interbank Offered Rate | Minimum | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Basis spread on variable rate | 1.25% | ||
London Interbank Offered Rate | Maximum | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Basis spread on variable rate | 1.75% | ||
Alternative Base Rate | Minimum | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Basis spread on variable rate | 0.25% | ||
Alternative Base Rate | Maximum | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Basis spread on variable rate | 0.75% | ||
Prime Rate | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Basis spread on variable rate | 1.00% |
Uncategorized Items - cmls-2018
Label | Element | Value |
Successor [Member] | ||
Intangible Assets, Net (Including Goodwill) | us-gaap_IntangibleAssetsNetIncludingGoodwill | $ 1,130,958,000 |
FCC Licenses [Member] | Successor [Member] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | us-gaap_IndefiniteLivedIntangibleAssetsExcludingGoodwill | 918,500,000 |
Finite-Lived Intangible Assets [Member] | Successor [Member] | ||
Finite-Lived Intangible Assets, Net | us-gaap_FiniteLivedIntangibleAssetsNet | $ 212,458,000 |