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CUMULUS NEWS RELEASE
Announces
Fourth Quarter 2001 Results
Q4
Pro Forma BCF Grows 4.3%
Full
Year 2001 Pro Forma BCF Grows 11.4%
ATLANTA
, GA
February 19, 2002
-- Cumulus Media
Inc. (NASDAQ: CMLS) today reported results for
the three and twelve month periods ended
December 31, 2001
.
The quarter ended December 31, 2001 was the Company’s fifth consecutive
quarter of cash flow and margin improvement from the respective prior year
periods, reflective of the management team’s focus on improving its core radio
operations.
Cumulus
Media Inc.’s (NASDAQ: CMLS) fourth
quarter financial results conference call will be later this morning,
Tuesday, February 19, 2002 at 11:00
AM Eastern Time. The call will
be open to the general public on a listen only basis.
The
conference call dial in number is (888) 989-4983 for domestic calls and (712)
271-0099 for international calls. The
pass code for the call is CUMULUS.
Please call ten minutes in
advance to ensure that you are connected prior to the presentation.
Performance
for the three months ended December 31, 2001
Historical
GAAP Results
For
the three months ended December 31, 2001 net revenues decreased $6.6 million, or
11.5%, to $50.8 million compared to $57.4 million for the same period in 2000.
Broadcast Cash Flow (defined as operating income (loss) before
depreciation, amortization, LMA fees, corporate general and administrative
expense and restructuring and impairment charges) decreased $0.6 million, or
3.5%, to $16.6 million for the three months ended December 31, 2001 from $17.2
million for the same period in 2000. EBITDA
(defined as operating income (loss) before depreciation, amortization, LMA fees,
and restructuring and impairment charges) increased $1.6 million, or 14.1% to
$13.1 million for the three months ended December 31, 2001 from $11.5 million
for the same period in 2000.
The
decrease in the Company’s historical revenues and cash flows during the three
months ended December 31, 2001 versus the fourth quarter of 2000, and the
decrease in the Company’s historical revenues for the year ended December 31,
2001 versus the year ended December 31, 2000 are due to i) the decreases in the
size of the respective station portfolios being operated during these periods;
and ii) the overall decline in advertising revenues experienced throughout the
major broadcast and publishing media in the fourth quarter and throughout 2001.
At
December 31, 2001, the Company operated 221 stations in 45 markets, versus 225
stations in 46 markets at December 31, 2000.
During 2001, the Company operated a peak station portfolio of 225
stations, compared to a peak station portfolio of 317 stations during 2000.
Basic
and diluted (loss) per common share
Basic
and diluted loss per common share was ($0.48) for the three months ended
December 31, 2001, compared with basic and diluted loss per common share of
($0.32) for the three months ended December 31, 2000.
This increase in basic and diluted loss per common share is primarily
attributable to the net impact of i) the $1.6 million, or 14.1% increase in
EBITDA described above; offset by ii) a $6.8 million impairment charge taken on
the Company’s investment in Caribbean Communications Corporation, as discussed
below; iii) the $4.3 million decrease in income tax benefit recorded in the
three months ended December 31, 2001 versus the three months ended December 31,
2000; and iv) a $0.9 million increase in preferred stock dividends related to
the redemption of Series B Preferred Stock in the three months ended December
31, 2001 versus the three month period ended December 31, 2000.
Other
Matters
At
the inception of Cumulus Media Inc., an entity controlled by Quaestus Management
Company contributed the stock of Caribbean Communications Corporation, an
operation which includes five broadcast signals in the English speaking
Caribbean
,
in exchange for ownership interests in Cumulus Media, Inc.
During
the quarter ended December 31, 2001, certain events and circumstances caused the
Company to review the carrying amounts of the long-lived assets of its
Caribbean
operations. This review concluded
with management’s determination that the
Caribbean
operations are not expected to generate the future cash
flows that were projected in prior periods.
The resulting impairment charges totaled $6.8 million, consisting of a
$5.4 million charge to write off goodwill and the related broadcast license, and
a $1.4 million charge to write down property and equipment.
Pro
Forma Results-221 Stations in 45 Markets
On
a pro forma basis, after giving effect to i) adjustments for all operated
markets, pending acquisitions, start-ups and divestitures; and ii) the
elimination of the performance of non-radio subsidiaries APEX and Broadcast
Software International, pro forma net revenues for the 221 stations in 45
markets decreased $4.9 million, or 8.8%, to $50.6 million for the three months
ended December 31, 2001, compared to pro forma net revenues of $55.5 million for
the three-month period ended December 31, 2000.
Pro
forma Broadcast Cash Flow, (defined as operating income (loss) before
depreciation, amortization, LMA fees, corporate general and administrative
expense, restructuring and impairment charges; and excluding Broadcast Software
International) increased $0.7 million, or 4.3%, to $17.3 million for the three
months ended December 31, 2001, compared to $16.6 million for the three months
ended December 31, 2000. Pro forma
EBITDA (defined as operating income (loss) before depreciation, amortization,
LMA fees, non-recurring corporate general and administrative expense,
restructuring and impairment charges; and excluding Broadcast Software
International) increased $0.5 million, or 3.7%, to $14.2 million for the three
months ended December 31, 2001, compared to $13.7 million for the three months
ended December 31, 2000.
The Company has included operating results
on a pro forma basis for the three months ended December 31, 2001 to provide
investors with an additional measure to evaluate the Company’s performance.
Investors interested in results on a pro forma operating basis can view
the reconciliation between GAAP results and pro forma operating results in the
table provided elsewhere herein. These
pro forma results exclude the pending Aurora Communications and DBBC
acquisitions announced in the quarter ended December 31, 2001, as these stations
were not being operated as of December 31, 2001.
Same
Station Results- 163 Stations in 32 Markets
On
a same station basis, net revenues for the 163 stations in 32 markets operated
since January 1, 2000 decreased $3.8 million, or 10.2%, to $33.2 million for the
three months ended December 31, 2001, compared to net revenues of $37.0 million
for the three-month period ended December 31, 2000.
Same Station Broadcast Cash Flow increased $0.3 million, or 2.9%, to
$10.6 million for the three months ended
December 31, 2001
, compared to $10.3 million for the three months ended
December 31, 2000
.
After Tax Cash Flow
After
Tax Cash Flow (“ATCF”), defined as Net Loss Attributable to Common
Stockholders plus depreciation and amortization, plus or minus non-cash deferred
tax expense (benefit) and other non-cash or non-recurring items, was $1.0
million, or $0.03 per common share for the three months ended December 31, 2001.
This compares favorably to ATCF of ($1.6) million, or ($0.05) per common
share for the three months ended
December 31, 2000
.
Performance
for the twelve months ended
December 31, 2001
Historical
GAAP Results
For
the twelve months ended
December 31, 2001
net revenues decreased $24.6 million, or 10.9%, to $201.3 million compared to
$225.9 million for the same period in 2000.
This decrease in revenue is largely due to i) the decrease in the size of
the station portfolio operated during 2001 versus the prior year; and ii) the
overall decline in advertising revenues experienced throughout the major
broadcast and publishing media in the fourth quarter and 2001.
Broadcast Cash Flow (defined as operating income (loss) before
depreciation, amortization, LMA fees, corporate general and administrative
expense and restructuring and impairment charges) increased $25.1 million, or
72.8%, to $59.7 million from $34.6 million for the same period in 2000.
EBITDA (defined as operating income (loss) before depreciation,
amortization, LMA fees, and restructuring and impairment charges) increased
$28.2 million, or 172.6% to $44.5 million from $16.3 million for the same period
in 2000.
The
decrease in the Company’s historical revenues and cash flows during the three
months ended December 31, 2001, and the decrease in the Company’s historical
revenues for the year ended December 31, 2000 are due to i) the decreases in the
size of the respective station portfolios being operated during these periods;
and ii) the overall decline in advertising revenues experienced throughout the
major broadcast and publishing media in the fourth quarter and throughout
2001.
At
December 31, 2001, the Company operated 221 stations in 45 markets, versus 225
stations in 46 markets at December 31, 2000.
During 2001, the Company operated a peak station portfolio of 225
stations, compared to a peak station portfolio of 317 stations during 2000.
Basic
and diluted (loss) per common share
Basic
and diluted loss per common share was ($1.37) for the twelve months ended
December 31, 2001 which represents an increased loss per common share of ($0.88)
per share from ($0.49) for the twelve months ended December 31, 2000.
This ($0.88) increase in basic and diluted loss per common share is
attributable to the net impact of i) the $28.2 million, or 172.6% increase in
EBITDA described above, offset by ii) the $63.0 million decrease in other income
primarily due to lower gains on the sale of stations, net of shareholder
litigation settlement costs. If the
impact of other income were to be removed from the Company’s results for the
years ended December 31, 2001 and 2000, net of the related tax effects, the
Company would have recorded basic and diluted loss per common share of ($1.38)
for the year ended December 31, 2001 versus ($1.74) for the year ended December
31, 2000.
Other Matters
Effective January 1, 2002, the Company is
adopting SFAS No. 142, "Goodwill and Other Intangible Assets," which
requires that goodwill and intangible assets with indefinite lives be tested for
impairment annually rather than amortized over time. As
of the date of adoption of SFAS No. 142, the Company expects to have unamortized
goodwill in the amount of $162.6 million and unamortized identifiable intangible
assets in the amount of $626.5 million, all of which will be subject to the
transition provisions of SFAS No. 142. Because
of the extensive effort needed to comply with adopting SFAS No. 141 and No. 142,
it is not practicable to reasonably estimate whether the Company will incur any
transition impairment losses related to goodwill.
However, the Company does anticipate that it will cease recognizing
amortization on goodwill and other intangibles with indefinite lives (broadcast
licenses) upon the adoption of the standards.
When amortization of the Company’s
broadcast licenses is suspended on January 1, 2002 due to the adoption of SFAS
No.142, the reversal of deferred tax liabilities relating to those intangible
assets will no longer be assured within the Company’s net operating loss
carry-forward period. Accordingly,
the Company expects to take a non-cash charge to income tax expense during the
quarter ended March 31, 2002 to establish a valuation allowance against the
Company’s deferred tax assets. This
non-cash charge is expected to range from $40.0 million to $60.0 million.
Pro
Forma Result-221 Stations in 45 Markets
On
a pro forma basis, after giving effect to i) adjustments for all operated,
pending acquisitions, start-ups and divestitures; ii) the elimination of the
performance of non-radio subsidiaries APEX and Broadcast Software International,
iii) the elimination of certain
non-recurring station operating expenses, pro forma net revenues for the 221
stations in 45 markets decreased $11.2 million, or 5.3%, to $199.5 million for
the twelve months ended December 31, 2001, compared to pro forma net revenues of
$210.7 million for the twelve months ended December 31, 2000.
Pro
forma Broadcast Cash Flow (defined as operating income (loss) before
depreciation, amortization, LMA fees, corporate general and administrative
expense, restructuring and impairment charges; and excluding APEX, Broadcast
Software International and excluding certain non-recurring station level
operating expenses) increased $6.3 million, or 11.4%, to $61.8 million for the
year ended December 31, 2001, compared to $55.5 million for the year ended
December 31, 2000. Pro forma EBITDA
(defined as operating income (loss) before depreciation, amortization, LMA fees,
non-recurring corporate general and administrative expense, restructuring and
impairment charges; and excluding Broadcast Software International and certain
non-recurring station level operating expenses) increased $5.7 million, or
13.0%, to $49.2 million for the year ended December 31, 2001, compared to $43.5
million for the year ended December 31, 2000.
The Company included operating results on
a pro forma basis for the twelve months ended December 31, 2001 to provide
investors with an additional measure to evaluate the Company’s performance.
Investors interested in results on a pro forma operating basis can view
the reconciliation between GAAP results and pro forma operating results in the
table provided elsewhere herein. These
pro forma results exclude the pending Aurora Communications and DBBC
acquisitions announced in the quarter ended December 31, 2001, as these stations
were not being operated as of December 31, 2001.
Same
Station Results-163 Stations in 32 Markets
On
a same station basis, net revenues for the 163 stations in 32 markets operated
since January 1, 2000 decreased $7.6 million, or 5.4%, to $131.7 million for the
twelve months ended December 31, 2001, compared to net revenues of $139.3
million for the twelve-month period ended December 31, 2000.
Same station Broadcast Cash Flow increased $6.7 million, or 22.2%, to
$37.0 million for the twelve months ended
December 31, 2001
, compared to $30.3 million for the twelve months ended
December 31, 2000
.
After Tax Cash Flow
After
Tax Cash Flow (“ATCF”), defined as Net Loss Attributable to Common
Shareholders plus depreciation and amortization, plus or minus non-cash deferred
tax expense (benefits) and other non-cash or non-recurring items, was ($4.7)
million, or ($0.13) per common share for the twelve months ended December 31,
2001. This compares favorably to
ATCF of ($29.4) million, or ($0.84) per common share for the twelve months ended
December 31, 2000
.
About Cumulus Media
Inc.
Giving effect to the
completion of all announced pending acquisitions and divestitures, including
Aurora Communications, LLC and DBBC L.L.C., Cumulus Media will own and operate
245 radio stations in 53 mid-size and smaller
U.S.
media markets. The Company’s headquarters are
in
Atlanta
,
GA
, and its web site is www.cumulus.com.
In addition, the Company owns and operates a multi-market radio network
in the English-speaking
Caribbean
. For additional information
regarding the Company contact Wendy Wise at (404) 949-0700.
Certain statements within
this release constitute “forward-looking statements” within the meaning of
the
U.S.
Private Securities Litigation Reform Act of
1995. Such forward looking
statements are subject to numerous known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements in light of
future decisions by the Company, and by market, economic, competitive,
regulatory and technological developments beyond the Company’s control.
The words or phrases
"expect," "anticipate," "estimates" and
"forecast" and similar words or expressions are intended to identify
such forward-looking statements. In addition, any statements that refer to
expectations or other characterizations of future events or circumstances are
forward-looking statements. Investors should examine the filings that are made
with the SEC by the Company from time to time, which more fully describe the
risks and uncertainties associated with Cumulus Media Inc.’s business.
Except as otherwise stated in this news announcement, Cumulus Media Inc.
does not undertake any obligation to publicly update or revise any
forward-looking statements because of new information, future events or
otherwise.
CUMULUS MEDIA
INC.
Fourth Quarter 2001 Results
(dollars
in thousands)
|
|
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|
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Three Months Ended
December 31,
|
Twelve Months Ended
December 31,
|
|
|
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2001
|
2000
|
2001
|
2000
|
|
Historical:
|
|
|
|
|
|
Net Revenues
|
$50,853
|
$57,440
|
$201,328
|
$225,911
|
|
Broadcast Cash Flow
|
16,646
|
17,242
|
59,730
|
34,575
|
|
BCF Margins
|
32.7%
|
30.0%
|
29.7%
|
15.3%
|
|
|
|
|
|
|
|
Markets Operated One Year
(32 Markets; 163 Stations):
|
|
|
|
|
|
Net Revenues
|
$33,211
|
$36,984
|
$131,751
|
$139,313
|
|
Broadcast Cash Flow
|
10,550
|
10,255
|
37,025
|
30,293
|
|
BCF Margins
|
31.8%
|
27.7%
|
28.1%
|
21.7%
|
|
|
|
|
|
|
|
Pro Forma (45
Markets; 221 Stations):
|
|
|
|
|
|
Net Revenues
|
$50,627
|
$55,503
|
$199,472
|
$210,687
|
|
Broadcast Cash Flow
|
17,351
|
16,639
|
61,837
|
55,527
|
|
BCF Margins
|
34.3%
|
30.0%
|
31.0%
|
26.4%
|
|
EBITDA
|
14,244
|
13,734
|
49,172
|
43,515
|
|
EBITDA Margin
|
28.1%
|
24.7%
|
24.7%
|
20.7%
|
Pro Forma information excludes
Aurora
Communications and DBBC results for the three month periods and years ended
December 31, 2001 and 2000. Please
refer the tables below for a reconciliation of GAAP results to Pro Forma results
for these periods.
|
Cumulus Media Inc.
Reconciliation between Historical GAAP Results
And Pro Forma Results for the Three months ended
December 31, 2001
|
|
|
Historical GAAP
|
Adjustments
|
|
Pro Forma
Results
|
|
|
|
|
|
|
|
Net Revenue
|
$50,853
|
($226)
|
(1)
|
$50,627
|
|
Station Operating Expenses
|
$34,207
|
($931)
|
(2)
|
$33,276
|
|
BCF
|
$16,646
|
$705
|
|
$17,351
|
|
Corporate Overhead
|
$3,561
|
($454)
|
(3)
|
$3,107
|
|
EBITDA
|
$13,085
|
$1,159
|
|
$14,244
|
|
|
|
|
|
|
|
(1) Reflects elimination of revenues
from divested markets or businesses ($68) and Broadcast Software
International ($158).
|
|
(2) Reflects elimination of operating
expenses from divested markets or businesses ($53), Broadcast Software
International ($427) and start-up operating expenses in the
Houston
market ($451).
|
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(3) Reflects elimination of certain
legal and other corporate costs relating to non-recurring litigation
($934) and miscellaneous non-recurring costs ($67); partially offset by
accrual reversals for insurance costs ($345) and terminated affiliate
contracts ($202).
|
|
Cumulus Media Inc.
Reconciliation between Historical GAAP Results
And Pro Forma Results for the Twelve months ended
December 31, 2001
|
|
|
Historical GAAP
|
Adjustments
|
|
Pro Forma
Results
|
|
|
|
|
|
|
|
Net Revenue
|
$201,328
|
($1,856)
|
(1)
|
$199,472
|
|
Station Operating Expenses
|
$141,598
|
($3,963)
|
(2)
|
$137,635
|
|
BCF
|
$59,730
|
$2,107
|
|
$61,837
|
|
Corporate Overhead
|
$15,180
|
($2,515)
|
(3)
|
$12,665
|
|
EBITDA
|
$44,550
|
$4,622
|
|
$49,172
|
|
|
|
|
|
|
|
(1) Reflects elimination of revenues
from divested markets or businesses ($953) and Broadcast Software
International ($903).
|
|
(2) Reflects elimination of operating
expenses from divested markets or businesses ($1,663), Broadcast Software
International ($1,487) and start-up operating expenses in the
Houston
market ($813).
|
|
(3) Reflects elimination of certain
legal and other corporate costs relating to non-recurring litigation
($2,235), compensation ($135) and other miscellaneous costs ($145).
|
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CAPITALIZATION
(dollars in thousands)
|
|
December 31, 2001
|
December 31, 2001
|
|
|
Actual
|
Pro Forma (1)
|
|
Cash
and cash equivalents
|
$5,308
|
$
5,000
|
|
Long-term
debt, including current maturities:
|
|
|
|
Term loan facility
|
159,813
|
285,000
|
|
Senior Subordinated Notes
|
160,000
|
160,000
|
|
Other
|
205
|
205
|
|
Total long-term debt
|
320,018
|
445,205
|
|
|
|
|
|
13.75%
Series A Redeemable Preferred Stock
|
134,489
|
134,489
|
|
|
|
|
|
Total
Stockholders’ equity
|
423,884
|
649,829
|
|
Total capitalization
|
$878,391
|
| |