Cumulus Media

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Cumulus Media, Inc.
Industry Entertainment
Founded 1997
Headquarters Atlanta, Georgia, US
Key people
Mary G. Berner, CEO;
Joseph P. Hannahan, Senior VP, Treasurer & CFO;
Richard S. Denning, Senior VP, Secretary & General Counsel
Products Radio
Revenue $1,026,138,000 (2013) [1]
Number of employees
4,058 full time[2]
Slogan The Power of Radio

Cumulus Media, Inc. (and its subsidiaries, Cumulus Broadcasting LLC, Cumulus Licensing LLC and Broadcast Software International Inc[3] ) is an American broadcasting company and is the second largest owner and operator of AM and FM radio stations in the United States, behind iHeartMedia, Inc. (formerly Clear Channel Communications), operating 460 stations in 90 markets as of February 27, 2014[4] as compared to 570 stations in 150 markets as of September 16, 2011.[5] The company also owns Westwood One. Cumulus's headquarters are located in Atlanta, Georgia.

Cumulus' original business plan focused exclusively on owning radio stations located in medium-sized media markets,[6] and Cumulus Media only owns terrestrial radio stations in the United States; rival iHeartMedia, Inc. owns radio stations outside the United States and operates a subsidiary, Clear Channel Outdoor.[7]

Company history[edit]

The Early Years[edit]

The Company was started in August of 1996 by radio consultant Lewis Dickey Jr. and media and technology entrepreneur Richard Weening. The Telecommunications Act of 1996, among other things removed restrictions on the number of radio station a single owner could control overall and in a single market. Dickey, a nationally known radio programming consultant, was at the time acting as a consultant to a small radio group in which Weening had a personal investment. Dickey and Weening joined forces around Dickey's idea to acquire and operate radio stations in mid-size markets where giant Clear Channel was not focusing. Dickey was the radio expert and Weening was the corporate finance and start-up CEO. Dickey was President of Stratford Research his radio consulting firm [8]and also president of his family company, Midwestern Broadcasting, which that operated two stations in Toledo, Ohio which would later be acquired by Cumulus. Weening had successful experience as a start-up CEO in book and magazine publishing, online services and enterprise software systems. He was then CEO of QUAESTUS & Co., Inc., private equity firm specializing in media and technology start-ups. Headquarters were established in Milwaukee, Wisconsin. A classics major in college, Weening came up with the name Cumulus from a Latin dictionary [9]which means "accumulation" in Latin and best describing Dickey and Weening's plan to acquire stations is 50 or more markets. QUAESTUS provided the seed capital to make the first station acquisitions as a model for the Cumulus strategy. [10] The fledgling company's first major milestone was a $50 million investment from closely-watched State of Wisconsin Investment Board (SWIB) [[[11]]] previously an investor in Weening's magazine publishing company. Full scale operations started on May 22, 1997. Weening assumed the the role of Executive Chairman focusing on acquisitions deal structuring, corporate finance and internet while Dickey selected stations to buy and oversaw radio programming, operations and strategy as Executive Vice Chairman. [12][13]

SWIB's investment was soon followed with $50 million from Wisconsin-based Northwestern Mutual Life Insurance Company and $25 million from NationsBank Capital Corporation. Financial backing secured, Dickey and Weening set out to acquire radio stations working hard to stay as much "under the radar" as possible not wishing to attract notice or competition. In the first 12 months Cumulus acquired over 100 stations in 31 markets. [14] Almost as soon as the acquisition spree started it was clear the Company would require more than a billion dollars for acquisitions in its sights and plans were laid for a public offering.

The Cumulus strategy as articulated in later public filings was to acquire multiple stations in a city or market, consolidate them physically to share a common infrastructure to reduce operating expenses but enrich programming giving each stations a unique music format, brand and target audience. The central idea was to create a cluster of radio stations that could compete with newspapers by offering advertisers a range of target demographic choices comparable to the range of content sections in print. At the time, newspaper display and classified advertising claimed the largest share of local advertising dollars. By offering a range of audiences like newspapers. Cumulus could gain more share of the local advertising dollar than the individual stations could garner on their own. In addition, acquiring the top performer stations in the market as part of the operating cluster would get more national advertising.

A Public Company[edit]

Cumulus became a public company on June 26, 1998 raising $400 million selling 7.6 million common shares at $14.00, $125 million in Preferred Stock and $160 million in Senior Subordinated Bonds. At that time Cumulus owned or was committed to buy 167 radio stations in - 119 FM and 48 AM in 33 markets. In its first 17 months, Cumulus acquired 207 stations, creating the first mid size radio conglomerate. Following the company's IPO, its stock fell from $14 to $8 on October 2 1998 then began a climb to close 1999 at $50.75 Some radio executives familiar with small markets thought that Cumulus was overpaying to buy top stations in markets that did not have a great upside potential. For 1998 Cumulus reported revenue of $98.8 million, with broadcast cash flow of $26.6 million. Its cash-flow margin reached 27 percent. For 1999 Cumulus reported $180 million in revenue and $46.7 million broadcast cash flow.

In November 1999 Cumulus paid $26.5 million to Duke Broadcasting for three radio stations in Jonesboro, Arkansas, including the market's two largest FM stations and a full-service news/talk AM station. Jonesboro, located near Memphis, Tennessee, was a newly ranked market at 271st in the United States. The acquisition also included Duke's Southern Outdoor Advertising, marking Cumulus's first venture in outdoor advertising. Before the end of the month Cumulus made a $242 million deal with Connoisseur Communications of Greenwich, Connecticut, for 35 radio stations. The stations were located in Canton and Youngstown, Ohio; Flint, Saginaw-Bay City, and Muskegon, Michigan; Rockford and the Quad Cities, Illinois; Evansville, Indiana; and Waterloo-Cedar Falls, Iowa. With 299 stations owned or pending, Cumulus ranked second to Clear Channel Communications, Inc. in terms of number of stations owned. Following the acquisition, Cumulus would have stations in 58 markets. In November the company's stock rose above $40 a share, more than three times the IPO price. In December Cumulus spent $51 million to acquire eight Oregon and California radio stations from McDonald Media Group and another station in Santa Barbara, California, from Pacific Coast Communications. It was the company's first acquisition of stations on the West Coast. Meanwhile, back in Wisconsin it was announced that football team Green Bay Packers radio network would switch affiliations in some markets to stations owned by Milwaukee-based Cumulus. For 1999 Cumulus reported $180 million in revenue and $46.7 million broadcast cash flow.[15]

Challenges in 2000[edit]

The shock waves from burst in the dot com bubble reached Cumulus in early 2000.

In January 2000 the Federal Communications Commission (FCC) announced it had flagged for public comment Cumulus's pending acquisition of Connoisseur Communications. The agency was especially concerned with markets in Waterloo-Cedar Falls, Iowa; Flint, Michigan; Evansville, Indiana; the Quad Cities; and Rockford, Illinois. In March Cumulus acquired The Advisory Board, Inc., which conducted sales training programs for the radio industry under the name The Lytle Organization. In the biggest radio industry consolidation to date, Clear Channel Communications acquired AMFM Inc. for $23 billion. As part of the deal, Clear Channel was required to sell 72 of its radio stations. Cumulus announced it would purchase a group of those stations, including four stations in Harrisburg, Pennsylvania; three stations in Cedar Rapids, Iowa; three stations in Shreveport, Louisiana; and one station in Melbourne, Florida. Cumulus expected to pay about $159 million for the 11 Clear Channel stations.

Cumulus's stock took a serious tumble in the first quarter of 2000 falling from $55.00 high in December to below its $14.00 IPO price. The move was triggered by rumours of accounting irregularities affecting revenue recognition in some markets. These rumours were confirmed when the company issued a statement that it would restate its financial to correct revenue recognition errors in some of its markets. PricewaterhouseCoopers, the company's auditors resigned citing material weaknesses in the Cumulus' financial controls[16]. AS a result, class-action lawsuits were filed against Cumulus charging the company with artificially inflating revenue and profit in 1999. In March vice-chairman Lew Dickey took over the job of president of Cumulus Broadcasting, the company's primary operating subsidiary, from William Bungeroth. It was also disclosed that chief financial officer Richard Bonick, Jr., had left the company in January 2000.

In April 2000 the company issued revised annual reports for 1998 and 1999 that showed no material change. Cumulus' net loss for 1999 was revised from $20.8 million to $13.6 million. Its net loss for 1998 was restated from $13.7 million to $8 million, after the company found a $4.9 million tax benefit that had been under-reported. The restatement as it turns out had no material impact on the financials but in the context of the dot com bust hysteria drove a significant decrease in share price which threatened the Company's ability to finance pending acquisitions. Read more:

In 2006, Cumulus acquired control of Susquehanna Radio, with the backing of 3 venture capital firms (Bain Capital Partners LLC, The Blackstone Group and Thomas H. Lee Partners, L.P.) for a price of $1.2 Billion. The 33 Susquehanna stations were privately held in a separate partnership called Cumulus Media Partners, LLC (commonly referred to as CMP on the company's quarterly earnings calls) that was the subject of an equity-for-debt swap in May 2009 in an attempt to avoid defaulting on the terms of the CMP lending agreement. While Cumulus operated the CMP stations, they initially held only a minor ownership interest in them.[17] On January 31, 2011, Cumulus announced a deal to acquire the remaining ownership of CMP from its equity partners in a stock transaction valued at approximately $740 million that is closed in August 2011.[18] As a result of the CMP acquisition, Cumulus now owns a limited-partnership interest in San Francisco Baseball Associates LP, the owner of the San Francisco Giants baseball club.[19]

In July 2010, Cumulus publicly announced formation of a similar venture with Crestview Partners to acquire up to $1 billion of additional radio assets.[20]

In July 2007, the company announced its intention to "go private",[21] however on May 11, 2008, the company announced it was unable to come to terms with the parties involved and the merger/acquisition agreement was terminated.[22]

Like most major American radio station owners, Cumulus has been forced to write down the value of its radio station licenses, resulting in large non-cash losses - $498.9 million in 2008, $230.6 million in 2007, and $63.4 million in 2006.

The company's stock, priced over $56 in 1999,[23] then over $22 in 2004, was as low as $0.45 per share toward the end of 2008.[24][25]

Acquisition of Citadel Broadcasting and Dial Global[edit]

Starting in June 2010, Cumulus made multiple unsuccessful offers to buy out Citadel Broadcasting after its emergence from bankruptcy.[26] In February 2011, Cumulus was again said to be in "exclusive negotiations" to acquire Citadel for $2.5 billion paid to Citadel shareholders, according to CNBC. Some Citadel shareholders were said to have been pushing the board to consider a sale.[27] On March 10, 2011, Citadel Broadcasting stations announced via email that Cumulus had purchased Citadel Broadcasting. Citadel was made up of 225 radio stations in over 50 markets, as well as Citadel Media, one of the largest radio networks in the United States. The deal was finalized on September 16, 2011, after acceptance by the FCC and Citadel's shareholders.[5] As part of the deal, Cumulus Media will have to place 14 stations into a separate trust to comply with ownership limits.[28] Following the acquisition, in an effort to focus on larger markets, Cumulus reached a deal with Townsquare Media to swap 65 radio stations in 13 markets, with the majority of the 65 stations being sold to Townsquare.[29]

On August 29, 2013, it was reported by The Wall Street Journal that Cumulus would purchase the syndicator Dial Global for $260 million. To fund the sale, Cumulus, sold 53 more stations to Townsquare Media for $238 million, in markets such as Danbury, CT, Rockford, IL, Cedar Rapids, IA, Quad Cities IA/IL, Waterloo, IA, Portland, ME, Battle Creek, MI, Kalamazoo, MI, Lansing, MI, Faribault, MN, Rochester, MN, and Portsmouth, NH. Additionally, Townsquare Media acquired Peak Broadcasting, and Cumulus swapped 15 more stations in Dubuque, IA and Poughkeepsie, NY in exchange for Peak Broadcasting’s Fresno cluster.[30][31] The sale to Cumulus was completed on November 14, 2013.[32]

Launch of Nash, CNN partnership, and Rdio partnership[edit]

On January 11, 2013, after acquiring the station from Family Radio, Cumulus re-launched WFME in New York City as a country music station under its new Nash FM brand. Nash was designed to serve as an umbrella brand for all country music-related content across the company's properties, including radio, digital, and live events such as the "Nash Bash". All country stations owned by Cumulus would either be branded as Nash FM, or be strongly cross-promoted as part of the Nash family of properties.[33][34]

In July 2014, Cumulus announced that it would end its partnership with ABC News Radio, and enter into a new partnership with CNN to syndicate news content for its stations through Westwood One beginning in 2015. The network will provide its content on a white label basis, allowing individual stations to use their own brands for the content. In turn, ABC announced that it would take the syndication of its radio content in-house, with distribution handled by Skyview Networks.[35][36]

On September 15, 2013, Cumulus announced that it had entered into a partnership with music streaming service Rdio to combine both of the companies platforms. The deal would give Cumulus a stake in Rdio's parent company, Pulser Media, as well as an additional online platform (other than iHeartRadio (owned by iHeartMedia), which Cumulus stations are currently being broadcast on) for their broadcast stations. In return, Rdio would receive resources, promotion, and sales from the chain of Cumulus stations, as well as offer traditional broadcast programming to their users.[37] This would increase the advertising revenue for its freemium model and create brand awareness for its paid model.

On August 12, 2015, Cumulus officially launched its 460 radio stations in Rdio.[38] Cumulus also offers online channels Nash FM on Rdio and Nash Country Weekly.


FCC actions[edit]

On December 30, 2008, Cumulus Media was issued a $14,000 Notice of Apparent Liability by the Federal Communications Commission related to the stations in the Macon, Georgia, cluster. The FCC says Cumulus failed to comply with its record-keeping requirements and its Equal Employment Opportunity rules on information on recruitment sources. Cumulus, along with two other companies, had 30 days to pay or file a statement asking for reduction or cancellation of the forfeitures.[40]


On March 17, 2000, the company was forced to restate revenue and broadcast cash flow for three quarters of 1999 after discovering that some of its sales force had prematurely booked revenue to meet sales goals.[41] On November 8, 2005, Company decided to amend and restate its results for the second quarter of 2005.[42]

See also[edit]


  1. ^ "Cumulus Media Inc. (CMLS)". Yahoo! Finance. Retrieved 23 March 2014. 
  2. ^ "Cumulus (CMLS) Business Summary". Yahoo! Finance. Retrieved 23 March 2014. 
  3. ^ "Subsidiaries of Cumulus Media Inc". U.S. Securities and Exchange Commission. October 14, 2013. Retrieved 23 March 2014. 
  4. ^ "CMLS Company Profile". Yahoo Finance. Retrieved 23 March 2014. 
  5. ^ a b "211 Cumulus Now Owns Citadel Broadcasting". Business Journal. September 16, 2011. Retrieved 2011-09-16. 
  6. ^ Fybush, Scott. "Cumulus The Comeback Kid". Radio World. Retrieved 23 March 2014. 
  7. ^ "Clear Channel Business Summar". Yahoo!. Retrieved 23 March 2014. 
  8. ^
  9. ^
  10. ^
  11. ^ url=
  12. ^
  13. ^
  14. ^
  15. ^
  16. ^,5245676&hl=en
  17. ^ Radio Business Report/Television Business Report - Voice of the Broadcasting Industry
  18. ^ [1]
  19. ^ Cumulus Media, Inc. (December 31, 2012). "Notes to consolidated financial statements". Annual report to the Securities and Exchange Commission on Form 10-K. p. F-14.
  20. ^ "Cumulus Media and Crestview Form Venture". New York Times. 8 April 2010. Retrieved 23 March 2014. 
  21. ^ "Cumulus Agrees to $1.3 Billion Buyout". New York Times. July 4, 2007. Retrieved 23 March 2014. 
  22. ^ "Cumulus Buyout Is Terminated". New York Times. May 12, 2008. Retrieved 23 March 2014. 
  23. ^ "NASDAQ:CMLS stock chart 1998-2014". June 29, 2014. 
  24. ^ "Cumulus CEO: "Half the companies in radio gone in 36 months"". November 24, 2008. 
  25. ^ "NASDAQ:CMLS stock chart 2004-2014". June 29, 2014. 
  26. ^ "Citadel says "No" to two merger offers from Cumulus". December 6, 2010. 
  27. ^ "Citadel confirms "exclusive negotiations" with Cumulus – but says "no deal yet"". February 17, 2011. 
  28. ^ "Cumulus files to divest 14 stations, to complete its $2.4B purchase of Citadel". April 12, 2011. 
  29. ^ Townsquare and Cumulus swap 65 stations in 13 markets - (released April 30, 2012)
  30. ^ "Official: Cumulus Buys Dial Global, Spins Some Stations To Townsquare; Peak Stations Sold To Townsquare, Fresno Spun To Cumulus". All Access. August 30, 2013. Retrieved August 30, 2013. 
  31. ^ "Cumulus Makes Dial Global And Townsquare Deals Official". RadioInsight. August 30, 2013. Retrieved August 30, 2013. 
  32. ^ "Cumulus-Townsquare-Peak Deal Closes". All Access. November 15, 2013. Retrieved November 16, 2013. 
  33. ^ McKinley Jr., James C. (21 January 2013). "New York Radio Gets a New Country Station". The New York Times. Retrieved 21 January 2013. 
  34. ^ "Cumulus' Lew Dickey Explains Why NYC's New NASH-FM 'Is Good for Nashville' at CRS". Billboard. Retrieved 12 December 2014. 
  35. ^ "ABC News radio deal with Cumulus to end, but there’s an upside". Capital New York. Retrieved 12 December 2014. 
  36. ^ "Cumulus taps CNN for Westwood One news service". Atlanta Business Chronicle. Retrieved 12 December 2014. 
  37. ^
  38. ^
  39. ^
  40. ^ FCC Issues EEO Notices - Radio Ink (released December 30, 2008)
  41. ^ "Milwaukee-Based Radio-Station Owner Restates Revenue, Cash Flow". 
  42. ^ "Cumulus Reports Third Quarter 2005 Results". 

External links[edit]