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)

 

 

 

 

 

 

Three Months Ended

December 31,

Twelve Months Ended

December 31,

 

 

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).

(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).

 

 

 

 

 

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