Cumulus Media Suffers Loss For 2012

Press release from the issuing company

Tuesday, March 19th, 2013

Cumulus Media Inc. today reported financial results for the three months and year ended December 31, 2012.

Net RevenuesThree Months Ended December 31, 2012 Compared to Three Months Ended December 31, 2011

Net revenues for the three months ended December 31, 2012 increased $2.9 million, or 1.0%, to$284.2 million, compared to $281.3 million for the three months ended December 31, 2011. This increase reflects the impact of an increase in political advertising.

Direct Operating Expenses, Excluding Depreciation and Amortization

Direct operating expenses for the three months ended December 31, 2012 increased $3.4 million, or 1.9%, to $177.4 million, compared to $174.0 million for the three months ended December 31, 2011. This was primarily driven by increases in programming and health related benefits expenses as compared to the prior year quarter. These increases were partially offset by a decrease in music licensing fees.

Corporate General and Administrative Expenses, Including Stock-based Compensation Expense

Corporate general and administrative expenses, including stock-based compensation expense, for the three months ended December 31, 2012 decreased $17.8 million, or 62.0%, to $11.0 million, compared to $28.8 million for the three months ended December 31, 2011. This decrease is primarily comprised of a $10.8 million decrease in acquisition and restructuring costs related to the merger with Citadel Broadcasting Corp. (the "Citadel Merger") and the acquisition of Cumulus Media Partners, LLC (the "CMP Acquisition") completed in 2011 and a $4.8 million decrease in stock-based compensation expense.

Impairment of Intangible Assets and Goodwill

For the three months ended December 31, 2012, we recorded impairment charges of $100.0 millionand $14.7 million related to goodwill and indefinite lived intangible assets (FCC Licenses), respectively. In the fourth quarter of 2012, as the Company was beginning its annual impairment test of goodwill and FCC Licenses, format and structural changes made in the first half of 2012 in certain markets acquired during the second half of 2011 had not achieved the expected results for fiscal year 2012. As a result, certain markets failed step 1 of our annual impairment test of goodwill. There were no similar impairments in 2011.

Interest Expense, net

Total interest expense, net of interest income, for the three months ended December 31, 2012decreased $3.6 million, or 7.0%, to $48.4 million compared to $52.0 million for the three months ended December 31, 2011. Interest expense decreased due to a lower average amount of indebtedness outstanding in the fourth quarter of 2012 as compared with the fourth quarter of 2011.

Capital Expenditures

Capital expenditures for the three months ended December 31, 2012 totaled $2.0 million which represented routine capital expenditures. Capital expenditures during the three months endedDecember 31, 2011 were $3.8 million.

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011

Net Revenues

Net revenues for the year ended December 31, 2012 increased $556.6 million, or 107.0%, to$1,076.6 million compared to $520.0 million for the year ended December 31, 2011. This increase is primarily attributable to the impact of a full year of net revenues attributable to CMP andCitadel, as well as a $26.4 million increase in political advertising due to the presidential and local government elections. 

Direct Operating Expenses, Excluding Depreciation and Amortization

Direct operating expenses for the year ended December 31, 2012 increased $345.2 million, or 109.2%, to $661.5 million compared to $316.3 million for the year ended December 31, 2011. This increase reflects the impact of a full year of direct operating expenses attributable to CMP andCitadel.

Corporate General and Administrative Expenses, Including Stock-based Compensation Expense

Corporate general and administrative expenses, including stock-based compensation expense, for year ended December 31, 2012, decreased $33.4 million or 36.7% to $57.4 million, compared to$90.8 million for the year ended December 31, 2011. This decrease is primarily comprised of a $2.2 million reduction of certain contractual obligations assumed in the Citadel Merger and a $46.1 million reduction in acquisition costs since the prior year expenses contained those costs related to the CMP Acquisition and Citadel Merger. This was partially offset primarily by an increase of $8.0 million in stock compensation costs for equity awards granted in late 2011 and early 2012 and a$2.9 million increase in professional, legal, insurance and various other corporate facility related fees.

Impairment of Intangible Assets and Goodwill

For the year ended December 31, 2012, we recorded impairment charges of $100.0 million and$14.7 million related to goodwill and indefinite lived intangible assets (FCC Licenses), respectively, and a definite-lived intangible asset impairment charge of $12.4 million related to the cancellation of a contract. In the fourth quarter of 2012, as the Company was beginning its annual impairment test of goodwill and FCC Licenses, format and structural changes made in the first half of 2012 in certain markets acquired during the second half of 2011 had not achieved the expected results in fiscal year 2012. As a result, certain markets failed step 1 of our annual impairment test of goodwill. There were no similar impairments during 2011.

Interest Expense, net

Interest expense, net of interest income, for the year ended December 31, 2012 increased$111.6 million to $198.6 million compared to $87.0 million for the year ended December 31, 2011. Interest expense associated with outstanding debt increased by $104.0 million to $187.8 million as compared to $83.8 million in the prior year period. Interest expense increased due to a higher average amount of indebtedness outstanding as a result of our Company's refinancing efforts undertaken in connection with the Citadel Merger in 2011.

Capital Expenditures

Capital expenditures for the year ended December 31, 2012 totaled $6.6 million, which represented routine capital expenditures. Capital expenditures during the twelve months ended December 31, 2011 were $6.7 million.

Earnings (Loss) Per Share

Basic (loss) earnings per share ("EPS") is calculated for the three months and year ended December 31, 2012 by dividing undistributed net loss from continuing operations of $84.5 million and $92.1 million, respectively, adjusted for dividends declared on preferred stock for the three months and year ended December 31, 2012 of $2.7 million and $13.8 million, respectively, and the accretion of redeemable preferred stock for the three months and year ended December 31, 2012 of $1.0 millionand $7.7 million, respectively, by the weighted average number of shares of common stock outstanding during the applicable period, which was 173,628,466 shares and 162,603,882 shares for the three months and year ended December 31, 2012, respectively. Diluted EPS for the three months and year ended December 31, 2012 was calculated in the same manner as basic EPS. Potentially dilutive equivalent shares outstanding for the three months and year ended December 31, 2012 excluded from the computation of diluted loss per share consisted of approximately 40.5 million and 52.8 million, respectively, of additional shares of common stock to underlying outstanding warrants. Basic and diluted EPS from discontinued operations and net (loss) income are computed in the same matter as EPS from continuing operations, excluding any adjustments for dividends accrued and accreted.