Cumulus Reports Third Quarter 2005 Results.ATLANTA Atlanta (ətlăn`tə, ăt–), city (1990 pop. 394,017), state capital and seat of Fulton co., NW Ga., on the Chattahoochee R. and Peachtree Creek, near the Appalachian foothills; inc. 1847. -- Cumulus Media Cumulus Media, Inc. (also known as Cumulus Broadcasting) NASDAQ: CMLS is a large owner of radio stations in markets in the United States with 307 stations in 61 markets as of December 31, 2005. Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : CMLS CMLS Central Minnesota Legal Services CMLS Chemical Movement in Layered Soils CMLS Centralized Mail List Services (GSA) CMLS Contractor Maintenance & Logistics Support ) today reported financial results for the three and nine month periods ended September September: see month. 30, 2005. Historical results are attached. Historical or "as reported" financial data of Cumulus Media Inc. may not be comparable from year to year because of the acquisition of radio stations by the Company during certain of the periods covered. Financial highlights (in thousands, except per share data and percentages) are as follows:
Three Months Ended
September 30, %
2005 2004 Change
------ ------ ------
As Reported:
Net revenues $85,326 $83,976 1.6%
Station operating expenses 52,891 51,588 2.5%
Station operating income (2) 32,435 32,388 0.1%
Station operating income margin (3) 38.0% 38.6%
Adjusted EBITDA (4) 28,821 28,448 1.3%
Free cash flow (5) 21,551 21,383 0.8%
Same Station Results: (6)
Net revenue $78,425 $77,140 1.7%
Station operating income (2) 29,587 29,755 (0.6)%
Station operating income margin (3) 37.7% 38.6%
Pro Forma Results: (7)
Net revenue $84,957 $83,573 1.7%
Station operating income (2) 32,388 32,303 0.3%
Station operating income margin (3) 38.1% 38.7%
Adjusted EBITDA (4) 28,774 28,363 1.4%
Adjusted EBITDA margin (8) 33.9% 33.9%
Nine months ended
September 30, %
2005 (1) 2004 Change
------- ------- ------
As Reported:
Net revenues $244,889 $235,741 3.9%
Station operating expenses 171,695 150,503 14.1%
Station operating income (2) 86,765 85,238 1.8%
Station operating income margin (3) 35.4% 36.2%
Adjusted EBITDA (4) 75,556 73,872 2.3%
Free cash flow (5) 53,237 53,952 (1.3)%
Same Station Results: (6)
Net revenue $225,201 $220,338 2.2%
Station operating income (2) 79,958 79,946 0.0%
Station operating income margin (3) 35.5% 36.3%
Pro Forma Results: (7)
Net revenue $243,493 $238,908 1.9%
Station operating income (2) 86,638 85,784 1.0%
Station operating income margin (3) 35.6% 35.9%
Adjusted EBITDA (4) 75,429 74,418 1.4%
Adjusted EBITDA margin (8) 31.0% 31.1%
(1) Results for the nine months ended September 30, 2005, are
reflective of certain non cash accounting charges made in
connection with the Company's decision to amend and restate
its results for the second quarter of 2005. Full amended and
restated results for the three and six months ended June 30,
2005 are expected to be filed on Form 10 Q/A in conjunction
with the Company's filing of Form 10-Q for the three months
ended September 30, 2005. See the "Prior Period Adjustments"
section that follows for an explanation of the second quarter
non-cash contract termination charge.
(2) Station operating income is defined as operating income before
non cash contract termination costs, depreciation and
amortization, LMA fees, corporate general and administrative
expenses, non-cash stock compensation and restructuring
charges (credits). Station operating income is not a measure
of performance calculated in accordance with accounting
principles generally accepted in the United States ("GAAP").
Please see the attached table for a reconciliation of station
operating income to the most directly comparable GAAP
financial measure.
(3) Station operating income margin is defined as station
operating income as a percentage of net revenues.
(4) Adjusted EBITDA is defined as operating income before non cash
contract termination costs, depreciation and amortization, LMA
fees, non-cash stock compensation and restructuring charges
(credits). Adjusted EBITDA is not a measure of performance
calculated in accordance with GAAP. Please see the attached
table for a reconciliation of Adjusted EBITDA to the most
directly comparable GAAP financial measure.
(5) Free cash flow is defined as Adjusted EBITDA less LMA fee
expense, net interest expense, income taxes paid and
maintenance capital expenditures. Free cash flow is not a
measure of performance calculated in accordance with GAAP.
Please see the attached table for a reconciliation of free
cash flow to the most directly comparable GAAP financial
measure.
(6) Same station results include the 275 stations in 56 markets
owned and operated since January 1, 2004.
(7) Pro forma results include the results of i) all acquisitions
entered into during the period that were operated under the
terms of local marketing agreements; and ii) all acquisitions
and dispositions consummated during the period, as if such
acquisitions and dispositions were completed at the beginning
of each period presented and exclude the results of Broadcast
Software International. As of September 30, 2005, the pro
forma totals include the results of 310 stations in 61
markets.
(8) Adjusted EBITDA margin is defined as Adjusted EBITDA as a
percentage of net revenues.
Prior Period Adjustments Cumulus cumulus: see cloud. also reported certain restated results for the three and six month periods ended June June: see month. 30, 2005, to reflect a non-cash contract termination Defense procurement: the cessation or cancellation, in whole or in part, of work under a prime contract or a subcontract thereunder for the convenience of, or at the option of, the government, or due to failure of the contractor to perform in accordance with the terms of the contract (default). charge. As previously disclosed dis·close tr.v. dis·closed, dis·clos·ing, dis·clos·es 1. To expose to view, as by removing a cover; uncover. 2. To make known (something heretofore kept secret). , in May 2005, the Company was released from its pre-existing Adj. 1. pre-existing - existing previously or before something; "variations on pre-existent musical themes" pre-existent, preexistent, preexisting antecedent - preceding in time or order national advertising sales agency contract with Interep National Radio Sales, Inc ("Interep") and engaged Katz Katz , Bernard 1911-2003. German-born British physiologist. He shared a 1970 Nobel Prize for the study of nerve impulse transmission. Media Group, Inc. ("Katz") as its new national advertising sales agent. In connection with our release from the Interep contract, Katz negotiated and agreed to pay Interep $14.4 million (the "Katz Payment"), payable in 25 equal monthly payments commencing in May 2005. No payments were or will be made by Cumulus to Interep or Katz in connection with the termination The point where a line, channel or circuit ends. See SCSI termination and hybrid. of the Interep contract. Additionally, through the new contract with Katz, the Company secured a lower commission rate as compared with its pre-existing Interep contract. As the Katz Payment created no obligation and no cash outlay for the Company, management did not originally believe that it triggered an accounting event for the Company. However, subsequent to the end of the third quarter, circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or arose that caused the Company to reconsider re·con·sid·er v. re·con·sid·ered, re·con·sid·er·ing, re·con·sid·ers v.tr. 1. To consider again, especially with intent to alter or modify a previous decision. 2. its accounting for the termination of the Interep contract. As a result of that review, management now believes that, while there is no definitive accounting guidance that addresses the Company's circumstances, the Company should have recognized a non-cash contract termination charge during the second quarter to account for the $14.4 million payment being made by Katz to Interep. Accordingly, the Company will amend and restate re·state tr.v. re·stat·ed, re·stat·ing, re·states To state again or in a new form. See Synonyms at repeat. re·state its financial statements for the three- and six-month periods ended June 30, 2005, to give effect to the non-cash charge Non-Cash Charge A charge off, made by a company against earnings, that does not require an initial outlay of cash. Notes: Non-cash charges are typically against the depreciation, amortization, and depletion accounts on a company's balance sheet. and related liabilities. The Company expects to file an amended a·mend v. a·mend·ed, a·mend·ing, a·mends v.tr. 1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive. 2. and restated Form 10-Q/A for the second quarter together with its Form 10-Q Form 10-Q See 10-Q. for the third quarter. As a result of the restatement Restatement A revision in a company's earlier financial statements. Notes: The need for restating financial figures can result from fraud, misrepresentation, or a simple clerical error. , Station Operating Expenses Operating expenses The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted. increased by $13.8 million for the three and six months ended June 30, 2005. Of the increase, $13.6 million was recorded as a non cash contract termination cost and represents the fair value of the Katz Payment as of the contract termination date. Results of Operations Three Months Ended September 30, 2005, Compared to Three Months Ended September 30, 2004 Net revenues for the third quarter of 2005 increased $1.4 million to $85.3 million, a 1.6% increase from the third quarter of 2004, primarily as a result of a 5.2% increase in local advertising revenue, offset by a 12.0% decrease in national advertising revenue. For the quarter, revenue grew in 33 of the Company's 61 markets. Station operating expenses increased $1.3 million to $52.9 million, an increase of 2.5% over the third quarter of 2004. During the second quarter of 2005, the Company launched its second station in Houston, Texas “Houston” redirects here. For other uses, see Houston (disambiguation). Houston (pronounced /'hjuːstən/) is the largest city in the state of Texas and the (acquired on March 31, 2005). The increased expenses associated with the new Houston Houston, city (1990 pop. 1,630,553), seat of Harris co., SE Tex., a deepwater port on the Houston Ship Channel; inc. 1837. Economy The fourth largest city in the nation and the largest in the entire South and Southwest, Houston is a port of entry; station, coupled with promotional expenses Noun 1. promotional expense - the cost of promoting a product business expense, trade expense - ordinary and necessary expenses incurred in a taxpayer's business or trade associated with the first quarter launch of the Company's rock station in Houston, were significant drivers of the third quarter station operating expense Operating Expense The essential things that a company must purchase in order to maintain business. Notes: For example, the payment of employees wages are an operating expense. Also known as OPEX. increase. Excluding the effect of expenses attributable attributable emanating from or pertaining to attribute. attributable proportion see attributable risk (below). attributable risk to the Houston, Texas, market, station operating expenses would have increased by $0.4 million or 0.8% for the quarter. Station operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. (defined as operating income before non cash contract termination costs, depreciation and amortization, LMA LMA left mentoanterior (position of fetus). fees, corporate general and administrative expenses, non-cash stock compensation and restructuring charges restructuring charge The expense of reorganizing a company's operations. A restructuring charge is an infrequent expense that generally results from asset writedowns or facility closings. (credits)) was $32.4 million, an increase of 0.1% from the third quarter of 2004, for the reasons discussed above. On a pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma basis, which includes the results of all stations operated during the period under the terms of local marketing agreements and station acquisitions completed during the period as if each were consummated con·sum·mate tr.v. con·sum·mat·ed, con·sum·mat·ing, con·sum·mates 1. a. To bring to completion or fruition; conclude: consummate a business transaction. b. at the beginning of the periods presented and excludes the results of Broadcast Software International, net revenues for the third quarter of 2005 increased $1.4 million to $85.0 million, an increase of 1.7% from the third quarter of 2004. In terms of revenue composition, pro forma local advertising revenues increased approximately ap·prox·i·mate adj. 1. Almost exact or correct: the approximate time of the accident. 2. 4.4%, offset by a 11.4% decrease in pro forma national advertising revenues. Pro forma station operating expenses increased $1.3 million to $52.6 million, an increase of 2.5% over the third quarter of 2004. This increase was primarily due to 1) expenses incurred during the period associated with the second quarter launch of the Company's new station in Houston, Texas, 2) promotional expenses incurred during the period associated with the first quarter launch of the Company's rock station in Houston and 3) general expense increases associated with operating the Company's station portfolio. Excluding the effect of expenses attributable to the Houston, Texas, market during the third quarter, pro forma station operating expenses would have increased by $0.4 million or 0.8% for the third quarter. Pro forma station operating income (defined as operating income (loss) before non-cash contract termination costs, depreciation, amortization, LMA fees, corporate general and administrative expenses, non-cash stock compensation and restructuring charges (credits); and excluding the results of Broadcast Software International) decreased $0.1 million to $32.5 million, a decrease of 0.3% from the third quarter of 2004. Non-cash stock compensation expense increased to $0.8 million for the third quarter of 2005, as compared with a $0.2 million non-cash stock compensation credit in the prior year. Interest expense increased by $0.7 million or 12.9% to $5.7 million for the three months ended September 30, 2005, as compared with $5.0 million in the prior period. This increase was primarily due to a higher average cost of bank debt and increased levels of bank debt outstanding during the current quarter, offset by a $0.3 million gain recorded in the current quarter as a decrease to interest expense related to the adjustment of the fair value of certain derivative instruments Derivative instruments Contracts such as options and futures whose price is derived from the price of an underlying financial asset. . Losses on early extinguishments of debt were $1.2 million for the three months ended September 30, 2005, as compared with $2.1 million during the prior year. Losses in the current period relate to the retirement of the Company's term and revolving loan facilities in connection with the execution of a new $800 million credit agreement in July July: see month. 2005. Losses in the prior year related to the completion of an amendment and restatement of the Company's then existing credit agreement and the related retirement and replacement of our term loans. Income tax expense increased by $0.5 million or 7.9% to $7.0 million for the three months ended September 30, 2005, as compared with $6.5 million in the prior period. Tax expense in the current and prior year is comprised entirely of deferred tax expense and relates primarily to the establishment of valuation allowances against net operating loss operating loss The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income. carry-forwards generated during the periods. Basic income per common share was $0.14 for the three months ended September 30, 2005, as compared with basic income per common share of $0.13 during the prior year. Diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. income per common share was $0.13 for the three months ended September 30, 2005, as compared with diluted income per common share of $0.13 in the prior year. Nine months ended September 30, 2005, Compared to Nine months ended September 30, 2004 Net revenues for the nine months ended September 30, 2005, increased $9.1 million to $244.9 million, a 3.9% increase from the same period in 2004, primarily as a result of revenues associated with station acquisitions completed in March 2004 (Rochester Rochester (rŏch`ĕstər, –ĭstər). 1 City (1990 pop. 70,745), seat of Olmsted co., SE Minn.; inc. 1858. , Minnesota Minnesota, state, United States Minnesota (mĭn'ĭsō`tə), upper midwestern state of the United States. It is bordered by Lake Superior and Wisconsin (E), Iowa (S), South Dakota and North Dakota (W), and the Canadian provinces , and Sioux Falls, South Dakota Sioux Falls (IPA: [su fɑlz]) is the largest city in the U.S. state of South Dakota, and the county seat of Minnehaha County.GR6 The 2007 city population is 148,000. ). Station operating expenses increased $21.2 million to $171.7 million, an increase of 14.1% over the same period in 2004. As discussed above, station operating expenses for the nine months ended September 30, 2005, are reflective Refers to light hitting an opaque surface such as a printed page or mirror and bouncing back. See reflective media and reflective LCD. of certain adjustments recorded in connection with an amendment and restatement of the Company's second quarter 2005 results. As a result of the restatement, a non cash contract termination cost charge totaling $13.6 million was recorded to the three months period ended June 30, 2005. This non cash charge, coupled with increased expenses associated with station acquisitions completed in March 2004, are the primary drivers of the increase for the nine months ended September 30, 2005. Station operating income (defined as operating income before non cash termination costs, depreciation and amortization, LMA fees, corporate general and administrative expenses, non-cash stock compensation and restructuring charges (credits)) increased $1.5 million to $86.8 million, an increase of 1.8% from the same period in 2004, for the reasons discussed above. On a pro forma basis, which includes the results of all stations operated during the period under the terms of local marketing agreements and station acquisitions completed during the nine month period as if each were consummated at the beginning of the periods presented and excludes the results of Broadcast Software International, net revenues for the nine months ended September 30, 2005, increased $4.6 million to $243.5 million, an increase of 1.9% from the same period in 2004. In terms of revenue composition, pro forma local advertising revenues increased approximately 4.7% for the period, offset by a 11.5% decrease in pro forma national advertising revenues. Pro forma station operating expenses increased $3.7 million to $156.9 million, an increase of 2.4% over the same period in 2004. This increase was primarily due to 1) expenses incurred associated with the second quarter launch of the Company's new station in Houston, Texas, 2) promotional expenses incurred in the third quarter associated with the first quarter launch of the Company's rock station in Houston, Texas, and 3) general expense increases associated with operating the Company's station portfolio. Excluding the effect of expenses attributable to the Houston, Texas, market, pro forma station operating expenses would have increased by $2.2 million or 1.4% for the nine months ended September 30, 2005. Pro forma station operating income (defined as operating income (loss) before non-cash contract termination costs, depreciation, amortization, LMA fees, corporate general and administrative expenses, non-cash stock compensation and restructuring charges (credits); and excluding Broadcast Software International) increased $0.9 million to $86.6 million, an increase of 1.0% from the same period in 2004. Non-cash stock compensation expense increased to $2.4 million for the nine months ended September 30, 2005, as compared with a $0.4 million non-cash stock compensation credit in the prior year. Interest expense increased by $2.3 million or 15.2% to $17.5 million for the nine months ended September 30, 2005, as compared with $15.2 million in the prior period. This increase was primarily due to 1) a higher average cost of bank debt and increased levels of bank debt outstanding during the current year and 2) a $0.4 million loss recorded in the current year as an increase to interest expense related to the adjustment of the fair value of certain derivative instruments. Losses on early extinguishments of debt were $1.2 million for the nine months ended September 30, 2005, as compared with $2.5 million during the prior year. Losses in the current period relate to the retirement of the Company's term and revolving loan facilities in connection with the execution of a new $800 million credit agreement in July 2005. Losses in the prior year related to the completion of an amendment and restatement of the Company's then existing credit agreement and the related retirement and replacement of our term loans. Income tax expense increased $1.2 million to $20.5 million during the nine months ended September 30, 2005, as compared with $19.3 million during the prior year. Tax expense incurred in the current and prior year, comprised entirely of deferred tax expense, was recorded to establish valuation allowances against net operating loss carry-forwards generated during the periods. Basic income per common share was $0.07 for the nine months ended September 30, 2005, as compared with basic income per common share of $0.30 during the prior year. Diluted income per common share was $0.07 for the nine months ended September 30, 2005, as compared with diluted income per common share of $0.29 during the prior year. Share Repurchase Share Repurchase A program by which a company buys back its own shares from the marketplace, reducing the number of outstanding shares. This is usually an indication that the company's management thinks the shares are undervalued. Program On September 28, 2004, the Company announced that its Board of Directors had authorized au·thor·ize tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es 1. To grant authority or power to. 2. To give permission for; sanction: the purchase, from time to time, of up to $100 million of its Class A Common Stock. Since March 31, 2005, the Company completed the repurchase re·pur·chase tr.v. re·pur·chased, re·pur·chas·ing, re·pur·chas·es To buy (something) again. n. The act of buying something that one previously sold or owned. Noun 1. of 5,104,498 shares of Class A Common Stock for $63.3 million, at an average repurchase price per share of $12.39. Including repurchases completed in prior periods, the Company has cumulatively repurchased a total of 6,108,927 shares of Class A Common Stock for $78.0 million under the Board authorized program. As of October October: see month. 31, 2005, 64,053,469 shares of common stock were outstanding. Susquehanna Susquehanna (səskwĭhăn`ə), river, 444 mi (715 km) long, rising in Otsego Lake, at Cooperstown, N.Y., and zigzagging SE and SW through E central Pa. to Chesapeake Bay near Havre de Grace, Md. Radio Acquisition On October 31, 2005, the Company announced that, together with three private equity firms, it has formed Cumulus Media Partners, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control ("CMP CMP (cytidine monophosphate): see cytosine. (1) (CMP Media LLC, Manhasset, NY, www.cmp.com) Part of United Business Media, CMP is a leading integrated media company that offers a wide variety of publications and services in the information "), which has entered into agreements to acquire the radio broadcasting The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. business of Susquehanna Pfaltzgraff The Susquehanna Pfaltzgraff Company is a conglomerate of companies that started in the 19th century with Johann George Pfaltzgraff's emigration from Germany to York, Pennsylvania (in the Susquehanna Valley). Co. ("Susquehanna"). The acquisition, which includes 33 radio stations in 8 markets, is expected to close in the first half of 2006 and is subject to regulatory reg·u·late tr.v. reg·u·lat·ed, reg·u·lat·ing, reg·u·lates 1. To control or direct according to rule, principle, or law. 2. approvals, as well as other closing conditions. Pursuant to a capital contribution agreement, the Company will contribute its Kansas City, Missouri Kansas City is the largest city in the state of Missouri. It encompasses parts of Jackson, Clay, Cass, and Platte counties and is the anchor city of the Kansas City Metropolitan Area, the second largest in Missouri, which includes counties in both Missouri and Kansas. , and Houston, Texas, radio operations and assets to CMP, in exchange for an equity stake initially valued at approximately 25% of the equity of CMP. Leverage and Financial Position Capital expenditures for the three months ended September 30, 2005, totaled $3.1 million and was comprised of $1.6 million of maintenance related capital expenditures. For the full year of 2005, we continue to expect capital expenditures to total approximately $7.0 million. On July 14, 2005, the Company entered into a new $800 million credit agreement, which provides for a seven-year $400.0 million revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. facility and a seven-year $400.0 million term loan facility. The proceeds of the term loan facility, fully funded on July 14, 2005, and drawings on that date of $123.0 million on the revolving credit facility, were used by the Company primarily to repay all amounts owed under its prior credit facility. As of September 30, 2005, $157.0 million was outstanding under the seven-year revolving credit facility and $400.0 million was outstanding under the seven-year term loan facility. Leverage, defined under the terms of the Company's credit facility as total indebtedness INDEBTEDNESS. The state, of being in debt, without regard to the ability or inability of the party to pay the same. See 1 Story, Eq. 343; 2 Hill. Ab. 421. 2. divided by trailing 12-month Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become as adjusted for certain non-recurring expenses, was 5.4x at September 30, 2005. The ratio of net long-term debt Long-Term Debt Loans and financial obligations lasting over one year. Notes: For example debts obligations such as bonds and notes which have maturities greater than one year would be considered long-term debt. to trailing 12-month pro forma Adjusted EBITDA as of September 30, 2005, is approximately 5.3x. Outlook The following statements and data are based on current expectations. These statements are forward looking and actual results may differ materially. Cumulus expects fourth quarter 2005 pro forma net revenue to be flat to slightly down versus the prior year. We also expect fourth quarter 2005 pro forma station operating expenses to grow by 2%. Further, the following table summarizes selected projected financial results for the fourth quarter of 2005 (dollars in thousands):
Estimated
Q4 2005
---------
Depreciation and amortization $5,675
LMA fees $200
Non-cash stock compensation $900
Interest expense $6,375
Interest income $125
Income tax expense (non cash) $7,200
Non-GAAP Financial Measures Cumulus Media Inc. utilizes certain financial measures that are not calculated in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with GAAP GAAP See: Generally Accepted Accounting Principles GAAP See generally accepted accounting principles (GAAP). to assess financial performance and profitability. The non-GAAP financial measures used in this release are Station Operating Income, Adjusted EBITDA and Free Cash Flow. Station operating income is defined as operating income before non cash contract termination costs, depreciation and amortization, LMA fees, corporate general and administrative expenses, non-cash stock compensation and restructuring charges (credits). Adjusted EBITDA is defined as operating income before non cash contract termination costs, depreciation and amortization, LMA fees, non-cash stock compensation and restructuring charges (credits). Free Cash Flow is defined as Adjusted EBITDA less LMA fee expense, net interest expense, income taxes paid and maintenance capital expenditures. Station Operating Income Station Operating Income serves as a starting point Noun 1. starting point - earliest limiting point terminus a quo commencement, get-go, offset, outset, showtime, starting time, beginning, start, kickoff, first - the time at which something is supposed to begin; "they got an early start"; "she knew from the for our management to analyze an·a·lyze v. 1. To examine methodically by separating into parts and studying their interrelations. 2. To separate a chemical substance into its constituent elements to determine their nature or proportions. 3. the cash flow generated by our business by measuring the profitability of our station portfolio and its contribution to the funding of our other operating expenses and to the funding of debt service and acquisitions. Station Operating Income isolates the amount of income generated solely by our stations and assists our management in evaluating the earnings potential of our station portfolio. In deriving de·rive v. de·rived, de·riv·ing, de·rives v.tr. 1. To obtain or receive from a source. 2. this measure, we exclude non cash contract termination costs as the charge will never represent a cash obligation to our station operations. We exclude depreciation and amortization due to the insignificant investment in tangible assets Tangible Asset An asset that has a physical form such as machinery, buildings and land. Notes: This is the opposite of an intangible asset such as a patent or trademark. Whether an asset is tangible or intangible isn't inherently good or bad. required to operate our stations and the relatively insignificant amount of intangible assets Intangible Asset An asset that is not physical in nature. Notes: Examples are things like copyrights, patents, intellectual property, and goodwill. These are the opposite of tangible assets. subject to amortization. We exclude LMA fees from this measure, even though it requires a cash commitment, due to the insignificance in·sig·nif·i·cance n. The quality or state of being insignificant. Noun 1. insignificance - the quality of having little or no significance unimportance - the quality of not being important or worthy of note and temporary nature of such fees. Corporate expenses, despite representing an additional significant cash commitment, are excluded in an effort to present the operating performance of our stations exclusive of the corporate resources employed. We believe this is important to our investors because it highlights the gross margin generated by our station portfolio. Finally, we exclude non cash stock compensation and restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics). and impairment Impairment 1. A reduction in a company's stated capital. 2. The total capital that is less than the par value of the company's capital stock. Notes: 1. This is usually reduced because of poorly estimated losses or gains. 2. charges (credits) from the measure as they do not represent cash payments related to the operation of the stations. We believe that Station Operating Income, although not a measure that is calculated in accordance with GAAP, nevertheless is the most frequently used financial measure in determining the market value of a radio station or group of stations. We have observed ob·serve v. ob·served, ob·serv·ing, ob·serves v.tr. 1. To be or become aware of, especially through careful and directed attention; notice. 2. that Station Operating Income is commonly employed by firms that provide appraisal services to the broadcast industry in valuing radio stations. Further, in each of the more than 140 radio station acquisitions we have completed since our inception INCEPTION. The commencement; the beginning. In making a will, for example, the writing is its inception. 3 Co. 31 b; Plowd. 343. Vide Consummation; Progression. , we have used Station Operating Income as our primary metric to evaluate and negotiate the purchase price to be paid. Given its relevance to the estimated value of a radio station, we believe, and our experience indicates, that investors consider the metric to be extremely useful in order to determine the value of our portfolio of stations. We believe that Station Operating Income is the most commonly used financial measure employed by the investment community to compare the performance of radio station operators. Finally, Station Operating Income is the primary metric that our management uses to evaluate the performance and results of our stations. Our management uses the measure to assess the performance of our station managers and our board of directors uses it to determine the relative performance of our executive management. As a result, in disclosing Station Operating Income, we are providing our stockholders, and the public, with an analysis of our performance that is consistent with that utilized by our management. Station Operating Income should not be considered in isolation or as a substitute for net income, operating income (loss), cash flows from operating activities or any other measure for determining our operating performance or liquidity that is calculated in accordance with GAAP. Adjusted EBITDA Adjusted EBITDA is also utilized by our management to analyze the cash flow generated by our business. This measure isolates the amount of income generated by our stations after the incurrence In`cur´rence n. 1. The act of incurring, bringing on, or subjecting one's self to (something troublesome or burdensome); as, the incurrence of guilt, debt, responsibility, etc. s> Noun 1. of corporate general and administrative expenses. Management uses this measure to determine the contribution of our station portfolio, including the corporate resources employed to manage the portfolio, to the funding of our other operating expenses and to the funding of debt service and acquisitions. In deriving this measure, we exclude non cash contract termination costs as the charge will never represent a cash obligation to our Company. We exclude depreciation and amortization due to the insignificant investment in tangible assets required to operate our stations and corporate office and the relatively insignificant amount of intangible assets subject to amortization. We exclude LMA fees from this measure, even though it requires a cash commitment, due to the insignificance and generally temporary nature of such fees. Finally, we exclude non cash stock compensation and restructuring and impairment charges (credits) from the measure as they do not represent cash payments related to the operation of the stations. We believe that Adjusted EBITDA, although not a measure that is calculated in accordance with GAAP, nevertheless is commonly employed by the investment community as a measure for determining the market value of a radio company. We have also observed that Adjusted EBITDA is routinely employed to evaluate and negotiate the potential purchase price for radio broadcasting companies. Given the relevance to the overall value of the Company, we believe that investors consider the metric to be extremely useful. Adjusted EBITDA should not be considered in isolation or as a substitute for net income, operating income (loss), cash flows from operating activities or any other measure for determining our operating performance or liquidity that is calculated in accordance with GAAP. Free Cash Flow Free Cash Flow is also utilized by management to analyze the cash generated by our business. Free Cash Flow measures the amount of income generated each period that could be used to fund acquisitions or repay debt, after funding station and corporate expenses, capital expenditures and payment of LMA fees and debt service. We believe that Free Cash Flow, although not a measure that is calculated in accordance with GAAP, is commonly employed by the investment community to evaluate a company's ability to pay down debt, pay dividends, repurchase stock and/or and/or conj. Used to indicate that either or both of the items connected by it are involved. Usage Note: And/or is widely used in legal and business writing. facilitate the further growth of a company through acquisition or internal development. We further believe that Free Cash Flow is also utilized by investors as a measure in determining the market value of a radio company. Free Cash Flow should not be considered in isolation or as a substitute for net income, operating income (loss), cash flows from operating activities or any other measure for determining our operating performance or liquidity that is calculated in accordance with GAAP. As Station Operating Income, Adjusted EBITDA and Free Cash Flow are measures that are not calculated in accordance with GAAP, they may not be comparable to similarly titled measures employed by other companies. See the quantitative quantitative /quan·ti·ta·tive/ (kwahn´ti-ta?tiv) 1. denoting or expressing a quantity. 2. relating to the proportionate quantities or to the amount of the constituents of a compound. reconciliation of these measures to their most directly comparable financial measure calculated and presented in accordance with GAAP that follows below. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. Certain statements in this release, including statements relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the integration of acquisitions and any earnings or revenue projections, are "forward-looking for·ward-look·ing adj. Concerned with or making provision for the future: forward-looking educators; a forward-looking corporate plan. Adj. 1. " statements, which are statements that relate to Cumulus Media Inc.'s future plans, revenues, station operating income, earnings, objectives, expectations, performance, and similar projections, as well as any facts or assumptions underlying these statements or projections. Actual results may differ materially from the results expressed or implied Inferred from circumstances; known indirectly. In its legal application, the term implied is used in contrast with express, where the intention regarding the subject matter is explicitly and directly indicated. in these forward-looking statements, due to various risks, uncertainties or other factors. These factors include competition within the radio broadcasting industry, advertising demand in our markets, the possibility that advertisers may cancel (character) Cancel - (CAN, Control-X) ASCII character 24. or postpone post·pone tr.v. post·poned, post·pon·ing, post·pones 1. To delay until a future time; put off. See Synonyms at defer1. 2. To place after in importance; subordinate. schedules in response to national or world events, competition for audience share, our success in executing and integrating acquisitions, our ability to generate sufficient cash flow to meet our debt service obligations and finance operations The execution of the joint finance mission to provide financial advice and guidance, support of the procurement process, providing pay support, and providing disbursing support.See also financial management. , and other risk factors described from time to time in Cumulus Media Inc.'s filings with the Securities and Exchange Commission, including its Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December December: see month. 31, 2004. Cumulus Media Inc. assumes no responsibility to update the forward-looking statements contained in this release as a result of new information, future events or otherwise. Cumulus Media Inc. is the second-largest radio company in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. based on station count. Giving effect to the completion of all pending acquisitions and divestitures, Cumulus Media Inc., directly and through its investment in Cumulus Media Partners, will own and operate 343 radio stations in 67 U.S. media markets. The Company's headquarters are in Atlanta, Georgia Georgia, country, Asia Georgia (jôr`jə), Georgian Sakartvelo, Rus. Gruziya, officially Republic of Georgia, republic (2005 est. pop. 4,677,000), c.26,900 sq mi (69,700 sq km), in W Transcaucasia. , and its web site is www.cumulus.com. Cumulus Media Inc. shares are traded on the NASDAQ National Market under the symbol CMLS. Cumulus Media Inc. will host a teleconference later today at 11:00 a.m. Eastern Time to discuss third quarter results. To access this teleconference live, please visit the company's web site at www.cumulus.com or dial (913) 643-4199 for domestic and international callers. Approximately one hour after completion of the call, a replay can be accessed until 11:59 PM November November: see month. 22, 2005. Domestic and international callers can access the replay by dialing (719) 457-0820, pass code 7484349.
CUMULUS MEDIA INC.
Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share data)
Three Months Three Months
Ended Ended
September 30, September 30,
2005 2004
------------- -------------
Net revenues 85,326 83,976
Operating expenses:
Station operating expenses,
excluding depreciation,
amortization and LMA fees
(including non-cash contract
termination costs of $0, $0,
$13,571 and $0, respectively) 52,891 51,588
Depreciation and amortization 5,464 5,213
LMA fees 174 762
Corporate general and
administrative (excluding non-
cash stock compensation expense) 3,614 3,940
Non-cash stock compensation 775 (221)
Restructuring charges (credits) -- (21)
-------- --------
Total operating expenses 62,918 61,261
-------- --------
Operating income 22,408 22,715
-------- --------
Nonoperating income (expense):
Interest expense (5,678) (5,028)
Interest income 163 196
Loss on early extinguishments of
debt (1,192) (2,074)
Other income (expense), net 451 (21)
-------- --------
Total nonoperating expenses, net (6,256) (6,927)
-------- --------
Income before income taxes 16,152 15,788
Income tax expense (7,020) (6,506)
-------- --------
Net income $ 9,132 $ 9,282
======== ========
Income per common share:
Basic income per common share $ 0.14 $ 0.13
======== ========
Diluted income per common share $ 0.13 $ 0.13
======== ========
Weighted average basic common
shares outstanding 66,228 69,915
======== ========
Weighted average diluted common
shares outstanding 67,683 71,760
======== ========
Nine months Nine months
Ended Ended
September 30, September 30,
2005 2004
------------- -------------
Net revenues 244,889 235,741
Operating expenses:
Station operating expenses,
excluding depreciation,
amortization and LMA fees
(including non-cash contract
termination costs of $0, $0,
$13,571 and $0, respectively) 171,695 150,503
Depreciation and amortization 16,277 15,272
LMA fees 720 2,059
Corporate general and
administrative (excluding non-
cash stock compensation expense) 11,209 11,366
Non-cash stock compensation 2,442 (437)
Restructuring charges (credits) (215) (42)
-------- --------
Total operating expenses 202,128 178,721
-------- --------
Operating income 42,761 57,020
-------- --------
Nonoperating income (expense):
Interest expense (17,474) (15,162)
Interest income 957 493
Loss on early extinguishments of
debt (1,192) (2,536)
Other income (expense), net 429 (9)
-------- --------
Total nonoperating expenses, net (17,280) (17,214)
-------- --------
Income before income taxes 25,481 39,806
Income tax expense (20,500) (19,288)
-------- --------
Net income $ 4,981 $20,518
======== ========
Income per common share:
Basic income per common share $ 0.07 $ 0.30
======== ========
Diluted income per common share $ 0.07 $ 0.29
======== ========
Weighted average basic common
shares outstanding 68,137 68,724
======== ========
Weighted average diluted common
shares outstanding 69,704 71,462
======== ========
Reconciliation of Non-GAAP Financial Measures to GAAP Counterparts
The following table reconciles net cash provided by operating
activities, the most directly comparable financial measure calculated
and presented in accordance with GAAP, to station operating income and
Adjusted EBITDA (dollars in thousands).
Three Three Nine Nine
Months Months Months Months
Ended Ended Ended Ended
Sept. Sept. Sept. Sept.
30, 2005 30, 2004 30, 2005 30, 2004
------------------------------------
Net cash provided by operating
activities $27,002 $23,997 $59,537 $51,525
Cash payments for LMA fees 175 762 720 2,059
Excess of accrual based station
operating expenses to cash
payments (2,257) 2,377 2,011 4,341
Cash payments/(receipts) for
Corporate general and
administrative expenses in excess
of accrual based expense (345) (2,924) (2,799) 695
Cash payments for interest
expense 4,601 4,646 17,182 15,727
Cash interest income (163) (493) (956) (789)
Other cash
payments/adjustments (192) 83 (139) 314
Adjusted EBITDA $28,821 $28,448 $75,556 $73,872
------------------------------------
Add: Accrual based Corporate
general and administrative
expenses 3,614 3,940 11,209 11,366
------------------------------------
Station Operating Income $32,435 $32,388 $86,765 $85,238
====================================
The following table reconciles operating income, the most directly
comparable financial measure calculated and presented in accordance
with GAAP, to free cash flow (dollars in thousands).
Three Three Nine Nine
Months Months Months Months
Ended Ended Ended Ended
Sept. Sept. Sept. Sept.
30, 2005 30, 2004 30, 2005 30, 2004
------------------------------------
Operating income $22,408 $22,715 $42,761 $57,020
Add:
Non cash contract termination
costs -- -- 13,571 --
Non cash stock compensation 775 (221) 2,442 (437)
Restructuring charges -- (21) (215) (42)
Depreciation and amortization 5,464 5,213 16,277 15,272
Less:
Interest expense, net of
interest income (5,515) (4,832) (16,517) (14,669)
Maintenance capital
expenditures (1,581) (1,471) (5,082) (3,192)
------------------------------------
Free cash flow $21,551 $21,383 $53,237 $53,952
====================================
Cumulus Media Inc.
Reconciliation between Historical GAAP Results
And Pro Forma Results for the Three Months Ended
September 30, 2005
(dollars in thousands)
Historical Pro Forma
GAAP Adjustments Results
---------- ----------- ---------
Net revenue $85,326 $(369)(1) $84,957
Station operating expenses $52,891 $(322)(2) $52,569
Station operating income $32,435 $ (47) $32,388
Corporate overhead $3,614 -- $3,614
Adjusted EBITDA $28,821 $ (47) $28,774
(1) Reflects the elimination of revenues from Broadcast Software
International.
(2) Reflects the elimination of operating expenses from Broadcast
Software International.
Cumulus Media Inc.
Reconciliation between Historical GAAP Results
And Pro Forma Results for the Nine months ended
September 30, 2005
(dollars in thousands)
Historical Pro Forma
GAAP Adjustments Results
---------- ----------- ---------
Net revenue $244,889 $ (1,396)(3) $243,493
Station operating expenses $171,695 $(14,840)(4) $156,855
Station operating income $ 86,765 $ (127) $ 86,638
Corporate overhead $ 11,209 -- $ 11,209
Adjusted EBITDA $ 75,556 $ (127) $ 75,429
(3) Reflects the elimination of revenues from Broadcast Software
International.
(4) Reflects the elimination of operating expenses from Broadcast
Software International ($1,269) and elimination of non cash
contract termination costs of $13,571.
CAPITALIZATION
(dollars in thousands)
Sept. 30, Sept. 30,
2005 2005
Actual Pro Forma(1)
---------------------------
Cash and cash equivalents $8,189 $8,189
===========================
Long-term debt, including current
maturities:
Bank Debt 557,000 551,011
---------------------------
Total Stockholders' equity 826,401 826,401
---------------------------
Total capitalization $1,383,401 $1,377,412
===========================
(1) Pro forma for cash borrowings needed to complete pending
acquisitions.
Net Debt to TTM Pro Forma Adjusted EBITDA (2) 5.3x
(2) Ratio calculated as (dollars in thousands):
Funded bank debt as of September 30, 2005 $557,000
Plus: Cash required to complete acquisitions,
net of dispositions 2,200
Less: Cash balance as of September 30, 2005 (8,189)
Net Debt as of September 30, 2005 551,011
Divided by Trailing Twelve Months Pro Forma Adjusted EBITDA
(includes the results of all pending acquisitions)
Ratio 5.3x
CUMULUS MEDIA INC.
2005 Quarterly Results
Station Operating Income Margin Composition Analysis
(dollars in thousands)
The following analysis of our market portfolio separates each
market into one of six categories based upon trailing twelve month
Station Operating Income performance for analytical purposes only. We
believe this analytical distribution of our markets is helpful in
assessing the portfolio's financial and operational development.
Pro Forma for the Trailing Twelve months ended September 30, 2005:
------------------------------------------------------------------
Station Avg Station
Station Operating Operating Operating
Income Margin % # of Markets Revenue Income Income %
----------------------------------------------------------------------
greater than 35.0% 28 $187,147 $85,046 45.4%
25.0% to 34.9% 14 60,184 17,813 29.6%
20.0% to 24.9% 8 24,900 5,589 22.4%
10.0% to 19.9% 4 14,178 2,579 18.2%
0.0% to 9.9% 5 10,909 856 7.8%
less than 0.0% 2 4,927 (1,116) (22.7)%
-- -------- ------- -------
Subtotal 61 $302,245 $110,767 36.6%
Trade, Other -- 25,168 8,209 32.6%
-- -------- ------- -------
Totals 61 $327,413 $118,976 36.3%
Pro Forma for the Trailing Twelve months ended June 30, 2005:
-------------------------------------------------------------
Station Avg Station
Station Operating Operating Operating
Income Margin # of Markets Revenue Income Income %
----------------------------------------------------------------------
greater than 35.0% 28 $181,008 $ 84,338 46.6%
25.0% to 34.9% 15 71,319 21,569 30.2%
20.0% to 24.9% 5 16,950 3,785 22.3%
10.0% to 19.9% 8 22,911 3,761 16.4%
0.0% to 9.9% 1 2,509 194 7.7%
less than 0.0% 4 6,286 (1,376) (21.9)%
-- -------- ------- -------
Subtotal 61 $300,983 $112,271 37.3%
Trade, Other -- 25,047 6,623 26.4%
-- -------- ------- -------
Totals 61 $326,030 $118,894 36.5%
Activity for Q3 2005
Markets Markets
Station Operating Markets Moving Moving Net Change Markets at
Income Margin % at 6/30/05 Out In In Category 9/30/05
----------------------------------------------------------------------
greater than 35.0% 28 1 1 0 28
25.0% to 34.9% 15 3 2 (1) 14
20.0% to 24.9% 5 2 5 3 8
10.0% to 19.9% 8 5 1 (4) 4
0.0% to 9.9% 1 0 4 4 5
less than 0.0% 4 2 0 (2) 2
-- -- -- -- --
Total 61 13 13 -- 61
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