UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2017~~March 31, 2018



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission file number 000-24525

Cumulus Media Inc.

(Exact Name of Registrant as Specified in its Charter)



Delaware		36-4159663
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

3280 Peachtree Road, NW Suite ~~2300,~~2200, Atlanta, GA		30305
(Address of Principal Executive Offices)		(ZIP Code)

(404) 949-0700

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

As of ~~November 2, 2017,~~May 8, 2018, the registrant had 29,306,374 outstanding shares of common stock consisting of: (i) 29,225,765 shares of Class A common stock; and (ii) 80,609 shares of Class C common stock.

CUMULUS MEDIA INC.

INDEX



PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)	3
Condensed Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016~~2017	3
Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2018 and 2017 ~~and 2016~~	4
Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2018 and 2017 ~~and 2016~~	5
Notes to Condensed Consolidated Financial Statements	76
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3. Quantitative and Qualitative Disclosures About Market Risk	4944
Item 4. Controls and Procedures	4944
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	4944
Item 1A. Risk Factors	5044
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	5044
Item 6. Exhibits	5145

Signatures	5245

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CUMULUS MEDIA INC.

(Debtor-In-Possession)

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)

(Unaudited)


	September 30, 2017			December 31, 2016			March 31, 2018			December 31, 2017
Assets
Current assets:
Cash and cash equivalents	$	69,431		$	131,259		$	120,122		$	102,891
Restricted cash	7,680			8,025			9,004			8,999
Accounts receivable, less allowance for doubtful accounts of $5,922 and $4,691 at September 30, 2017 and December 31, 2016, respectively	231,630			231,585
Accounts receivable, less allowance for doubtful accounts of $4,286 and $4,322 at March 31, 2018 and December 31, 2017, respectively							212,010			235,247
Trade receivable	4,679			4,985			5,612			4,224
Assets held for sale	30,150			30,150
Prepaid expenses and other current assets	58,140			33,923			51,720			42,259
Total current assets	401,710			439,927			398,468			393,620
Property and equipment, net	157,507			162,063			193,322			191,604
Broadcast licenses	1,539,718			1,540,183			1,203,809			1,203,809
Other intangible assets, net	90,369			116,499			78,289			82,994
Goodwill	135,214			135,214			135,214			135,214
Other assets	17,856			18,805			20,772			20,078
Total assets	$	2,342,374		$	2,412,691		$	2,029,874		$	2,027,319
Liabilities and Stockholders’ (Deficit)
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	96,526		$	96,241		$	86,661		$	36,157
Trade payable	3,640			4,550
Total current liabilities	100,166			100,791
Term loan, net of debt issuance costs/discounts of $23,054 and $29,909 at September 30, 2017 and December 31, 2016, respectively	1,705,560			1,780,357
7.75% senior notes, net of debt issuance costs of $4,335 and $6,200 at September 30, 2017 and December 31, 2016, respectively	605,665			603,800
Total current liabilities not subject to compromise							86,661			36,157
Other liabilities	27,235			31,431			179			54
Deferred income taxes	393,939			388,050
Total liabilities not subject to compromise							86,840			36,211
Liabilities subject to compromise							2,643,984			2,687,223
Total liabilities	2,832,565			2,904,429			2,730,824			2,723,434
Commitments and Contingencies (Note 10)
Commitments and Contingencies (Note 11)
Stockholders’ deficit:
Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 32,031,952 shares issued, and 29,225,765 shares outstanding, at both September 30, 2017 and December 31, 2016	320			320
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding at both September 30, 2017 and December 31, 2016	1			1
Treasury stock, at cost, 2,806,187 shares at both September 30, 2017 and December 31, 2016	(229,310		)	(229,310		)
Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 32,031,952 shares issued, and 29,225,765 shares outstanding, at both March 31, 2018 and December 31, 2017							320			320
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding at both March 31, 2018 and December 31, 2017							1			1
Treasury stock, at cost, 2,806,187 shares at both March 31, 2018 and December 31, 2017							(229,310		)	(229,310		)
Additional paid-in-capital	1,626,237			1,624,815			1,626,594			1,626,428
Accumulated deficit	(1,887,439		)	(1,887,564		)	(2,098,555		)	(2,093,554		)
Total stockholders’ deficit	(490,191		)	(491,738		)	(700,950		)	(696,115		)
Total liabilities and stockholders’ deficit	$	2,342,374		$	2,412,691		$	2,029,874		$	2,027,319

See accompanying notes to the unaudited condensed consolidated financial statements.

CUMULUS MEDIA INC.

(Debtor-In-Possession)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except for share and per share data)

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2018			2017
Net revenue	$	287,240		$	286,136		$	841,801		$	841,859		$	263,679		$	264,030
Operating expenses:
Content costs	96,321			115,348			291,390			312,526			99,815			101,780
Selling, general and administrative expenses	119,293			117,387			354,189			352,474			115,134			114,390
Depreciation and amortization	15,208			21,957			47,610			68,023			11,981			16,282
Local marketing agreement fees	2,717			2,481			8,137			10,351			1,107			2,707
Corporate expenses (including stock-based compensation expense of $354, $735, $1,422 and $2,403, respectively)	10,853			9,960			32,281			34,028
Gain on sale of assets or stations	(83		)	(94,014		)	(2,585		)	(97,155		)
Impairment of intangible assets	—			—			—			1,816
Corporate expenses (including stock-based compensation expense of $166 and $538, respectively)													10,487			10,955
Loss (gain) on sale or disposal of assets or stations													11			(2,606		)
Total operating expenses	244,309			173,119			731,022			682,063			238,535			243,508
Operating income	42,931			113,017			110,779			159,796			25,144			20,522
Non-operating expense:
Reorganization items, net													(30,167		)	—
Interest expense	(35,335		)	(34,929		)	(103,742		)	(103,896		)	(128		)	(34,063		)
Interest income	34			139			106			364			29			37
Loss on early extinguishment of debt	(1,063		)	—			(1,063		)	—
Other (expense) income, net	(36		)	882			(64		)	1,598
Other income, net													3			83
Total non-operating expense, net	(36,400		)	(33,908		)	(104,763		)	(101,934		)	(30,263		)	(33,943		)
Income before income taxes	6,531			79,109			6,016			57,862
Income tax expense	(5,257		)	(32,788		)	(6,465		)	(24,904		)
Net income (loss)	$	1,274		$	46,321		$	(449	)	$	32,958
Basic and diluted earnings (loss) per common share (see Note 8, “Earnings (Loss) Per Share”):
Basic: Earnings (loss) per share	$	0.04		$	1.58		$	(0.02	)	$	1.12
Diluted: Earnings (loss) per share	$	0.04		$	1.58		$	(0.02	)	$	1.12
Loss before income taxes													(5,119		)	(13,421		)
Income tax benefit													118			6,026
Net loss													$	(5,001	)	$	(7,395	)
Basic and diluted loss per common share (see Note 9, “Loss Per Share”):
Basic: Loss per share													$	(0.17	)	$	(0.25	)
Diluted: Loss per share													$	(0.17	)	$	(0.25	)
Weighted average basic common shares outstanding	29,306,374			29,275,111			29,306,374			29,268,885			29,306,374			29,306,374
Weighted average diluted common shares outstanding	29,306,374			29,275,111			29,306,374			29,268,885			29,306,374			29,306,374

See accompanying notes to the unaudited condensed consolidated financial statements.

CUMULUS MEDIA INC.

(Debtor-In-Possession)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2018			2017
Cash flows from operating activities:
Net (loss) income	$	(449	)	$	32,958
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Net loss							$	(5,001	)	$	(7,395	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	47,610			68,023			11,981			16,282
Amortization of debt issuance costs/discounts	7,661			7,325			—			2,510
Provision for doubtful accounts	4,770			1,188			1,105			709
Gain on sale of assets or stations	(2,585		)	(97,155		)
Loss on early extinguishment of debt	1,063			—
Impairment of intangible assets and goodwill	—			1,816
Loss (gain) on sale or disposal of assets or stations							11			(2,606		)
Deferred income taxes	6,463			25,086			(118		)	(6,030		)
Stock-based compensation expense	1,422			2,403			166			538
Changes in assets and liabilities:
Accounts receivable	(4,815		)	21,817			22,132			17,234
Trade receivable	306			(813		)	(1,388		)	(767		)
Prepaid expenses and other current assets	(23,536		)	(9,169		)	(9,461		)	(12,429		)
Other assets	1,036			(8,444		)	(694		)	309
Accounts payable and accrued expenses	285			(5,643		)	35,533			12,852
Trade payable	(910		)	383			(103		)	(820		)
Other liabilities	(4,196		)	(7,496		)	(5,791		)	(962		)
Net cash provided by operating activities	34,125			32,279			48,372			19,425
Cash flows from investing activities:
Restricted cash	345			3,431
Proceeds from sale of assets or stations	6,090			106,935			—			6,090
Capital expenditures	(20,645		)	(16,704		)	(9,005		)	(5,736		)
Net cash (used in) provided by investing activities	(14,210		)	93,662			(9,005		)	354
Cash flows from financing activities:
Repayment of borrowings under term loans and revolving credit facilities	(81,652		)	—
Adequate protection payments on term loan							(22,131		)	—
Deferred financing costs	(91		)	—			—			(94		)
Proceeds from exercise of warrants	—			3
Net cash (used in) provided by financing activities	(81,743		)	3
(Decrease) increase in cash and cash equivalents	(61,828		)	125,944
Cash and cash equivalents at beginning of period	131,259			31,657
Cash and cash equivalents at end of period	$	69,431		$	157,601
Net cash used in financing activities							(22,131		)	(94		)
Increase in cash and cash equivalents and restricted cash							17,236			19,685
Cash and cash equivalents and restricted cash at beginning of period							111,890			139,284
Cash and cash equivalents and restricted cash at end of period							$	129,126		$	158,969
Supplemental disclosures of cash flow information:
Interest paid	$	82,844		$	83,122		$	—		$	19,448
Income taxes paid	3,444			3,814			353			463
Supplemental disclosures of non-cash flow information:
Trade revenue	$	28,926		$	26,493		$	11,321		$	11,309
Trade expense	27,847			25,593			9,732			9,567
Transfer of deposit from escrow - Los Angeles land and building sale	—			6,000

See accompanying notes to the unaudited condensed consolidated financial statements.

1. Description of Business, Interim Financial Data and Basis of Presentation:

Description of Business

Cumulus Media Inc. (and its consolidated subsidiaries, except as the context may otherwise require, “Cumulus,” “Cumulus Media,” “we,” “us,” “our,” or the “Company”) is a Delaware corporation, organized in 2002, and successor by merger to an Illinois corporation with the same name that had been organized in 1997.

Nature of Business

A leader in the radio broadcasting industry, Cumulus Media ~~(NASDAQ:CMLS)~~(PINK: CMLSQ) combines high-quality local programming with iconic, nationally syndicated media, sports and entertainment brands to deliver premium content choices to the 245 million people reached each week through its ~~446~~445 owned-and-operated stations broadcasting in 90 US media markets (including eight of the top 10), approximately 8,000 broadcast radio stations affiliated with its Westwood One network and numerous digital channels. Together, the Cumulus/Westwood One platforms make Cumulus Media one of the few media companies that can provide advertisers with national reach and local impact. Cumulus/Westwood One is the exclusive radio broadcast partner to some of the largest brands in sports, entertainment, news, and talk, including the NFL, the NCAA, the Masters, the Olympics, the GRAMMYs, the Academy of Country Music Awards, the American Music Awards, the Billboard Music Awards, ~~Westwood One News,~~ and more. Additionally, it is the nation's leading provider of country music and lifestyle content through its NASH brand, which serves country fans nationwide through radio programming, exclusive digital content, and live events. ~~For more information, visit~~ ~~www.cumulus.com~~.

~~Interim Financial Data~~

~~The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements~~Basis of ~~the Company and the notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.~~ Presentation

The ~~accompanying unaudited condensed~~ consolidated financial statements include the ~~condensed consolidated~~ accounts of ~~Cumulus~~the Company and its ~~wholly-owned subsidiaries, with all~~wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The December 31, 2016 condensed balance sheet data was derived from audited financial statements. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.

Interim Financial Data

In the opinion of management, all adjustments (consisting only of normal, recurring adjustments) necessary for a fair statement of the Company's results of operations for, and financial condition as of the end of, the interim periods have been made. The results of operations ~~for the three~~ and ~~nine months ended~~ ~~September 30, 2017, the~~ cash flows for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2018, and the Company’s financial condition as of ~~September 30, 2017~~,March 31, 2018, are not necessarily indicative of the results of operations or cash flows that can be expected for, or the Company’s financial condition that can be expected as of the end of, any other interim period or for the fiscal year ending December 31, 2018.

Current Bankruptcy Proceedings

On November 29, 2017 (the "Petition Date"), the Company and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Petitions”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors' chapter 11 cases are being jointly administered under the caption In re Cumulus Media Inc., et al, Case No. 17-13381.

Immediately prior to the commencement of the case the Debtors entered into a Restructuring Support Agreement (the “Restructuring Support Agreement”) with certain creditors (the “Consenting Creditors”) under that certain Amended and Restated Credit Agreement, dated as of December 23, 2013 (the “Credit Agreement”), by and among the Company, Cumulus Media Holdings Inc. ("Cumulus Holdings"), as borrower, JPMorgan Chase Bank, N.A., as administrative agent, the lenders party thereto from time to time, and Crestview Radio Investors, LLC and certain of its affiliates (the “Consenting Equityholders”). The Restructuring Support Agreement contemplates the implementation of a financial restructuring of the Debtors (as described below) through a conversion of more than $1.0 billion of the Company’s funded debt into equity (collectively, the “Restructuring”). On May 10, 2018 the Court entered an order confirming the joint plan of reorganization (the “Plan”) under chapter 11 of the Bankruptcy Code.

The Company filed certain motions and applications intended to limit the disruption of the bankruptcy proceedings on its operations (the "First Day Motions"). On December 1, 2017, the Bankruptcy Court approved these motions and applications the Debtors filed on the Petition Date, certain of which were approved on an interim basis. On December 21, 2017, the Bankruptcy Court approved all of the Company’s First Day Motions on a final basis. Pursuant to the First Day Motions, and subject to certain terms and dollar limits included therein, the Company was authorized to continue to use its unrestricted cash on hand, as well as all cash generated from daily operations, which is being used to continue the Company’s operations without interruption during the course of its restructuring proceedings. Also pursuant to the First Day Motions, the Company received Bankruptcy Court authorization to, among other things and subject to the terms and conditions set forth in the applicable orders, pay certain pre-petition employee wages, salaries, health benefits and other employee obligations during its restructuring, pay certain claims relating to on-air talent and taxes, continue its cash management programs and insurance policies, as well as continue to honor its current customer programs. The Company is authorized under the Bankruptcy Code to pay post-petition expenses incurred in the ordinary course of business without seeking Bankruptcy Court approval. Until the Plan is effective, the Debtors will continue to manage their properties and operate their businesses as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.

On December 9, 2017, the Debtors filed the Plan with the Bankruptcy Court and a related disclosure statement (the "Disclosure Statement") pursuant to chapter 11 of the Bankruptcy Code. On January 18, 2018, the Debtors filed with the Bankruptcy Court a first modified joint plan of reorganization and the related first modified disclosure statement for the Plan pursuant to chapter 11 of the Bankruptcy Code. The Plan and Disclosure Statement were further modified on January 31, 2018, February 2, 2018, and February 12, 2018, and supplemented on, March 16, 2018, April 12, 2018, April 30, 2018 and May 10, 2018. On February 2, 2018, the Bankruptcy Court entered an order approving the Disclosure Statement and authorizing the solicitation of votes on the Plan.

Pursuant to the Plan, a new corporation ("Reorganized Borrower") will acquire substantially all of the assets of the Company (other than the stock of Cumulus Media Holdings Inc.) and Cumulus Media Holdings Inc. In the transaction, holders of claims with respect to the Term Loans (“Term Loan Claims”) will receive their pro rata share of approximately $1.3 billion in principal amount of New First Lien Term Loans maturing in 2022 (the “New First Lien Debt”) and 83.5% of the issued and outstanding amount of common stock (the “Reorganized Common Equity”) issued by Reorganized Borrower's indirect parent (“Reorganized Cumulus”), subject to dilution by any Reorganized Common Equity issued pursuant to a post-emergence equity Management Incentive Compensation Plan (the “MIP”). Holders of unsecured claims against the Company, including claims arising from the Company’s 7.75% Senior Notes due 2019 (the “Notes”), will receive, in the aggregate, 16.5% of the Reorganized Common Equity, subject to dilution by the MIP. The New First Lien Debt will accrue interest at the London Inter-bank Offered Rate ("LIBOR") plus 4.50% per annum, subject to a LIBOR floor of 1.00% or, at Reorganized Borrower's option, an alternate base rate plus 3.50% per annum, subject to an alternate base rate floor of 2.00%. Reorganized Borrower will be permitted to enter into a revolving credit facility or receivables facility providing commitments of up to $50.0 million. The New First Lien Debt will amortize in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of the New First Lien Debt with the balance payable on the maturity date. Reorganized Borrower will be able to voluntarily prepay the New First Lien Debt in whole or in part without premium or penalty, except that any prepayment during the period of six months following the issuance of the New First Lien Debt would require a premium equal to 1.00% of the prepaid principal amount. Certain mandatory prepayments on the New First Lien Debt will be required upon the occurrence of specified events as set forth in the Credit Agreement, including upon the sale of certain assets and from excess cash flow as defined. The New First Lien Debt will not have any financial maintenance covenants. The other terms and conditions of the New First Lien Debt will generally be similar to those set forth in the Credit Agreement, except as set forth in the term sheet attached to the Restructuring Support Agreement (the "Term Sheet"). The New First Lien Debt will be secured by first priority security interests in substantially all the assets of Reorganized Borrower and the Guarantors (as defined below) in a manner substantially consistent with the Credit Agreement, subject to the terms of the Term Sheet. In addition, the direct parent of Reorganized Cumulus (the “Parent”) and all present and future wholly-owned subsidiaries of the Parent, subject to exceptions that are substantially consistent with those set forth in the Credit Agreement, will guarantee the New First Lien Debt (the "Guarantors"). The Plan contemplates that the Board of Directors of Reorganized Cumulus will consist of the President and Chief Executive Officer of the Company and six directors chosen by the Consenting Creditors. On May 10, 2018, the Court entered an order confirming the Plan. The Company expects to emerge from Chapter 11 before the end of the second quarter, after the conditions to the Plan are satisfied.

The Company has applied Accounting Standards Codification (“ASC”) 852 - Reorganizations ("ASC 852") in preparing its Condensed Consolidated Financial Statements. ASC 852 requires the financial statements for periods subsequent to the Bankruptcy Petitions filings to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain expenses incurred during the bankruptcy proceedings are recorded as Reorganization Items, net in the Company's Condensed Consolidated Statement of Operations. In addition, pre-petition obligations that may be impacted by the Company's bankruptcy proceedings have been classified on the Condensed Consolidated Balance Sheets at March 31, 2018 and December 31, 2017 as Liabilities Subject to Compromise. These liabilities are reported at the amounts the Company anticipates will be allowed by the Bankruptcy Court, even if they may be settled for lesser amounts. See below for more information regarding reorganization items.

Accounting principles generally accepted in the United States of America ("GAAP") requires certain additional reporting for financial statements prepared between the Petition Date and the date that the Company emerges from bankruptcy, including:



l	Reclassification of pre-petition liabilities that are unsecured, under-secured or where it cannot be determined that the liabilities are fully secured to a separate line item in the Condensed Consolidated Balance Sheet called Liabilities Subject to Compromise; and
l	Segregation of reorganization items as a separate line in the Condensed Consolidated Statement of Operations outside of income from continuing operations.

Debtor-In-Possession.

~~Reverse Stock Split~~

~~On October 12, 2016,~~ The Debtors are currently operating as debtors-in-possession in accordance with the ~~Company effected a one-for-eight (1:8) reverse stock split (the "Reverse Stock Split").~~applicable provisions of the Bankruptcy Code. The Bankruptcy Court has approved motions filed by the Debtors that were designed primarily to mitigate the impact of the chapter 11 proceedings on the Company. As a result, the Company is able to conduct normal business activities and pay all associated obligations for the period following its bankruptcy filing in the ordinary course of business. Additionally, the Company is authorized to pay and has paid certain pre-petition obligations pursuant to the First Day Motions. During the pendency of the ~~Reverse Stock Split, every eight shares~~chapter 11 proceedings, all transactions outside the ordinary course of business require the prior approval of the Bankruptcy Court.

Automatic Stay. Subject to certain specific exceptions under the Bankruptcy Code, the Bankruptcy Petitions automatically stayed most judicial or administrative actions against the Debtors and efforts by creditors to collect on or otherwise exercise rights or remedies with respect to pre-petition claims. Absent an order from the Bankruptcy Court, substantially all of the Debtors’ pre-petition liabilities are subject to settlement under the Bankruptcy Code. (See Note 13, “Condensed Combined Debtor-In-Possession Financial Information”).

Executory Contracts. Subject to certain exceptions, under the Bankruptcy Code, the Debtors may assume, assign, or reject certain executory contracts and unexpired leases subject to the approval of the Bankruptcy Court and certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a pre-petition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves the Debtors from performing their future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a pre-petition general unsecured claim for damages caused by such deemed breach. Typically, the assumption of an executory contract or unexpired lease requires the Debtors to cure existing monetary defaults under such executory contract or unexpired lease and provide adequate assurance of future performance. Accordingly, any description of an executory contract or unexpired lease with the Debtors in this document, including where applicable a quantification of the Company’s obligations under any such executory contract or unexpired lease of the Debtors, is qualified by any overriding rejection rights the Company has under the Bankruptcy Code.

Potential Claims. The Debtors have filed with the Bankruptcy Court schedules and statements setting forth, among other things, the assets and liabilities of each ~~class~~ of the ~~Company's outstanding common stock~~Debtors, subject to the assumptions filed in connection therewith. These schedules and statements may be subject to further amendment or modification after filing. Certain holders of pre-petition claims that are not governmental units were ~~combined into one share~~required to file proofs of claim by the deadline for general claims of March 7, 2018 (the “Bar Date”). The governmental bar date is May 29, 2018.

As of May 10, 2018, the Debtors' have received approximately 1,400 proofs of claim, primarily representing general unsecured claims, for an amount of approximately $2.6 billion. These claims will be reconciled to amounts recorded in Liabilities Subject to Compromise in the Condensed Consolidated Balance Sheets. Differences in amounts recorded and claims filed by creditors will be investigated and resolved, including through the filing of objections with the Bankruptcy Court, where appropriate. The Company may ask the Bankruptcy Court to disallow claims that the Company believes are duplicative, have been later amended or superseded, are without merit, are overstated or should be disallowed for other reasons. In addition, as a result of this process, the Company may identify additional liabilities that will need to be recorded or reclassified to Liabilities Subject to Compromise. In light of the ~~same class~~substantial number of ~~common stock~~claims filed, and expected to be filed, the ~~authorized shares~~claims resolution process may take considerable time to complete and likely will continue after the Debtors emerge from bankruptcy.

Reorganization Items. The Debtors, have incurred and will continue to incur significant costs associated with the reorganization, primarily legal and professional fees. The amount of ~~each class~~these costs, which since the Petition Date are being expensed as incurred, are expected to significantly affect the Company’s results of operations. In accordance with applicable guidance, costs associated with the bankruptcy proceedings have been recorded as Reorganization Items, net within the Company's ~~common stock were reduced by~~accompanying Condensed Consolidated Statement of Operations for the ~~same ratio. No fractional shares were issued~~three months ended March 31, 2018. (See Note 8, "Reorganization Items, net").

Financial Statement Classification of Liabilities Subject to Compromise. The accompanying Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017, include amounts classified as Liabilities Subject to Compromise, which represent liabilities the Company anticipates will be allowed as claims in the chapter 11 cases. These amounts represent the Debtors’ current estimate of known or potential obligations to be resolved in connection with the ~~Reverse Stock Split. The number~~chapter 11 cases, and ~~exercise price of~~may differ from actual future settlement amounts paid. Differences between liabilities estimated and claims filed, or to be filed, will be investigated and resolved in connection with the Company's outstanding stock options and warrants were adjusted proportionally, as appropriate. The par value of the Company's common stock was not adjusted as a result of the Reverse Stock Split. All authorized, issued and outstanding stock and per share amounts contained within the accompanying unaudited condensed consolidated financial statements and these footnotes have been adjusted to reflect this Reverse Stock Split for all periods presented retroactively, as appropriate.

~~Use of Estimates~~

The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including significant estimates related to revenue recognition, bad debts, intangible assets, income taxes, stock-based compensation, contingencies, litigation, certain expense accruals and, if applicable, purchase price allocation.claims resolution process. The Company ~~bases its estimates on historical experience~~will continue to evaluate these liabilities throughout the chapter 11 process and ~~on various assumptions that are believed~~adjust amounts as necessary. Such adjustments may be material. (See Note 7, "Liabilities Subject to be reasonable under the circumstances, and which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts and results may differ materially from these estimates.

~~Comprehensive Income~~

~~Comprehensive income (loss) includes net income (loss) and certain items that are excluded from net income (loss) and recorded as a separate component of stockholders' equity (deficit)~~Compromise"). During the three and nine months ended September 30, 2017 and 2016, the Company had no items of other comprehensive income (loss) and, therefore, comprehensive income does not differ from reported net income (loss).

Liquidity and Going Concern Considerations

In accordance with the requirements of Accounting Standards Update (“ASU”), 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40), or Accounting Standards Codification ("ASC") 205-40, the Company has the responsibility to evaluate at each reporting period, including interim periods, whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations. In its evaluation for this report, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due for 12 months following the date of issuance of this Quarterly Report on Form 10-Q.

As of ~~September 30, 2017,~~March 31, 2018, the Company had ~~$69.4~~$120.1 million of cash and cash ~~equivalents and $50.0 million of availability under its Securitization Facility (defined below).~~equivalents. The Company ~~has~~ generated positive cash flows from operating activities of ~~$34.1~~$48.4 million and ~~$32.3~~$19.4 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2018 and 2017, ~~and 2016,~~ respectively. The Company expects it will continue to generate positive cash flows from operating activities in the fourth quarter of 2017 and full year 2018. Although the servicing of the Company’s debt obligations requires a substantial amount of the cash generated, the Company anticipates that its current capital resources will enable it to meet its anticipated debt service obligations, operational expenses and capital expenditures through at least the third quarter of calendar year 2018, assuming that the Company’s lenders and other creditors do not accelerate any amounts due to them, as described in more detail below.

As of ~~September 30, 2017,~~March 31, 2018, the Company had a ~~$1.729~~$1.7 billion ~~term loan~~Term Loan outstanding, as described in Note 5, "Long-Term Debt", under its Credit Agreement ~~(defined below)~~ and $610.0 million of 7.75% Senior Notes (defined below) outstanding. Amounts outstanding under the ~~term loan~~Term Loan are scheduled to mature on December 23, 2020 and the ~~7.75% Senior~~ Notes mature on May 1, 2019. Notwithstanding these maturity dates, and as disclosed further in Note 4,5, "Long-Term Debt", the Credit Agreement includes a springing maturity provision that provides that if on January 30, 2019 the aggregate principal amount of ~~7.75% Senior~~the Notes outstanding exceeds $200.0 million, the maturity date of the ~~term loan~~Term Loan will be accelerated to January 30, 2019. IfWhile the Company's Plan has been approved, the Company has not yet emerged from bankruptcy and if the Company is unable to ~~refinance or extend its term loan or the 7.75% Senior Notes, or~~ take ~~other~~ steps to create additional liquidity or otherwise avoid the occurrence of the springing maturity, forecasted cash flows would not be sufficient for the Company to meet its obligations as of January 30, 2019.

~~As discussed further in Note 13, on~~On October 30, 2017, the Restructuring Committee of the Board of Directors authorized the Company to forgo the November 1, 2017, scheduled interest payment of $23.6 million on the ~~7.75% Senior~~Notes. The Company will continue to forgo interest payments on the Notes ~~on November 1, 2017 of approximately $23.6 million and thus enter into~~during the ~~applicable 30-day grace period under the terms~~pendency of the indenture governing such notes (the “Indenture”). This nonpayment constitutes a “default” under the terms of the Indenture, which matures into an “Event of Default” (as defined in the Indenture) if such “default” is not cured or waived before the expiration of the 30-day grace period on December 1, 2017. Upon the occurrence of an Event of Default, the trustee under the Indenture, or the holders of a specified percentage of 7.75% Senior Notes, may declare all outstanding amounts immediately due and payable. Such an Event of Default would also constitute an event of default under the Credit Agreement, which would permit the lenders thereunder to declare all amounts outstanding under the Credit Agreement to be immediately due and payable.

As previously disclosed, the Company, with the assistance of outside advisors, is in private discussions with its lenders and the holders of its 7.75%Senior Notes to proactively restructure its balance sheet and reduce its debt. Such restructuring or refinancing transactions could include the issuance of additional equity securities in satisfaction of a portion of ourbankruptcy proceedings.

indebtedness outside of the protections of Chapter 11 of the U.S. Bankruptcy Code. We cannot provide any assurances of our ability to timely complete any such transactions, or the structure or likelihood of success thereof. If the Company is unsuccessful in restructuring or refinancing its indebtedness outside the court-approved process, it could seek to effectuate a restructuring under the protection of Chapter 11 of the U.S. Bankruptcy Code.

Based on the ~~significance~~Company's substantial level of indebtedness and, as described above, pending the effectiveness of the ~~Company's debt balance and~~Plan as well as the ~~potential that the Company could seek protection from creditors under Chapter 11 of the U.S. Bankruptcy Code,~~uncertainty surrounding such filings, the Company determined that ~~as a result of these two factors and as required by the accounting guidance cited above,~~ there is substantial doubt as to the Company’s ability to continue as a going concern for a period of 12 months following the date of issuance of this ~~Quarterly Report on~~ Form 10-Q.

Notwithstanding the aforementioned, the accompanying ~~unaudited interim condensed consolidated financial statements~~Condensed Consolidated Financial Statements of the Company have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the ability to continue as a going concern.

~~Out of Period Adjustment~~

In connection with the preparation of certain prior period unaudited condensed consolidated financial statements, the Company recorded a correction of an immaterial misstatement that occurred in periods prior thereto, which resulted in an increase in content costs of $3.6 million in the second quarter of 2016. The ~~correction~~Condensed Consolidated Financial Statements do not reflect or include any future consequences related to ~~the Radio Station Group segment only and was not material to the prior year quarterly~~chapter 11 relief or ~~annual results.~~emergence from chapter 11 relief.

~~Assets Held for Sale~~

During the year ended December 31, 2015, the Company entered into an agreement to sell certain land in the Company's Washington, DC market to a third party. The closing of the transaction is subject to various conditions and approvals, which remain pending. The identified asset has been classified as held for sale in the accompanying unaudited condensed consolidated balance sheets at September 30, 2017 and December 31, 2016. The estimated fair value of the land to be disposed of is in excess of its carrying value.

Adoption of New Accounting Standards

~~ASU 2016-09 - Compensation - Stock Compensation~~ ("~~ASU 2016-09~~"). In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, which provides guidance for employee stock-based payments. This update removes the requirement that reporting entities present tax benefits as excess cash flows from financing activities and cash flows from operating activities. As a result of this amendment, cash flows related to excess tax benefits will be classified only in operating activities. The Company adopted ASU 2016-09 effective January 1, 2017. As a result of adoption, in the first quarter of 2017, the Company recorded an adjustment to accumulated deficit of approximately $0.6 million to recognize net operating loss carryforwards attributable to excess tax benefits on stock compensation that had not been previously recognized in additional paid in capital. The Company is continuing its practice of estimating forfeitures and recording cash paid for withholding taxes as a financing activity.

~~ASU 2017-04 - Intangibles - Goodwill and Other ("ASU 2017-04").~~ In January 2017, the FASB issued ASU 2017-04 to simplify the accounting for goodwill impairment. The update eliminates the requirement to perform Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Upon effectiveness of this update, a goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance remains substantially unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The new standard is effective for fiscal years, and interim periods within fiscal years, beginning after December 15, 2019, with early adoption permitted. The impact on the Company's financial statements of it not being required to perform Step 2 to measure the amount of any potential goodwill impairment will depend on various factors determined by the Company's annual impairment test which will be performed on December 31, 2017. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company adopted ASU 2017-04 effective January 1, 2017.

~~Recent Accounting Standards Updates~~

ASU 2014-09 and related updates - Revenue from Contracts with Customers ("("ASU 2014-09") or ("ASC 606"). ~~In May 2014,~~On January 1, 2018, the ~~FASB issued ASU 2014-09~~Company adopted ASC 606, which ~~outlines~~is a ~~single~~ comprehensive ~~revenue model for entities to use in accounting for revenue arising from contracts with customers. The guidance supersedes most current~~new revenue recognition ~~guidance, including industry-~~

~~specific guidance. The core principle of the single comprehensive~~model that requires revenue ~~model is that “an entity recognizes revenue~~to be recognized in a manner to depict the transfer of ~~promised~~ goods or services and satisfaction of performance obligations to ~~customers in~~a customer at an amount that reflects the consideration ~~to which the entity expects~~expected to be ~~entitled~~received in exchange for those goods or services.~~” In August 2015,~~ The Company applied the ~~FASB issued~~ ~~ASU 2015-14 - Deferral of the Effective Date ("ASU 2015-14")~~, which delayed the effective date of ASU 2014-09 by one year. ASU 2014-09, as amended, is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017. Earlier application is permitted onlymodified retrospective method to contracts that were not completed as of ~~annual~~January 1, 2018. Results for reporting periods beginning after ~~December 15, 2016, including interim reporting periods within that reporting period. In March 2016, the FASB issued~~ ~~ASU 2016-08 - Principal versus Agent Considerations ("ASU 2016-08")~~ ~~which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued~~ ~~ASU 2016-10 - Identifying Performance Obligations and Licensing ("ASU 2016-10")~~ which amends the revenue recognition guidance on accounting for licenses of intellectual property and identifying performance obligations as well as clarifies when a promised good or service is separately identifiable. In May 2016, the FASB issued ~~ASU 2016-12 - Narrow-Scope Improvements and Practical Expedients ("ASU 2016-12")~~ which provides clarifying guidance in certain narrow areas such as an assessment of collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition as well as adds certain practical expedients. In December 2016, the FASB issued ~~ASU 2016-20 - Technical Corrections and Improvements ("ASU 2016-20")~~ ~~which provides technical corrections and improvements to Topic 606. In March 2017, the FASB issued~~ ~~ASU 2017-05 - Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets ("ASU 2017-05")~~ ~~which clarifies the scope of Subtopic 610-20 and adds guidance for partial sales of non-financial assets, including partial sales of real estate. In May 2017, the FASB issued~~ ~~ASU 2017-10 - Determining the Customer of the Operation Services ("ASU 2017-10")~~ ~~which clarifies the diversity in practice in how an operating entity determines the customer of the operation services for transactions within the scope of~~January 1, 2018, are presented under ASC 853, Service Concession Arrangements by clarifying that the grantor is the customer of the operation services in all cases for those arrangements. The amendments also allow for a more consistent application of other aspects of the revenue guidance, which are affected by this customer determination. The amendments in ASU 2014-09, ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12, ASU 2016-20, ASU 2017-05 and ASU 2017-10 may be applied either retrospectively to each606, while prior period ~~presented or retrospectively with~~amounts have not been adjusted and continue to be reported under the ~~cumulative effect of initially applying such updates at the date of initial application.~~

~~The Company plans to adopt the new standard using a modified retrospective approach effective January 1, 2018.~~

The Company created a revenue recognition implementation team to oversee the planning, testing and implementation of ASC 606. The responsibilities of this team include developing an appropriate testing methodology, performing the testing of contracts and evaluating the impact of the new revenue recognition standard on the Company's financial statements. The revenue recognition implementation team meets on a regular basis and have created a detailed timetable to ensure the Company is on pace for the required 2018 adoption. The initial scoping procedures have been completed and material revenue streams have been identified.

~~The Company continues to assess the potential impacts of the new standard, including in the areas described above, and anticipates adoption of this standard could have~~previous accounting standards. There was not a material impact ~~on its consolidated financial statements; however,~~to revenues as a result of the ~~Company cannot reasonably estimate quantitative information related~~recognition of revenue in accordance with ASC 606 for the three months ended March 31, 2018, and there have not been significant changes to the ~~impact~~Company's business processes, systems, or internal controls as a result of implementing the ~~new standard on its financial statements at this time.~~standard. See Note 2, "Revenues" for further details.

ASU 2016-01 - Recognition and Measurement of Financial Assets and Financial Liabilities ("("ASU 2016-01"). In January 2016, the FASB issued ASU 2016-01 which enhances the reporting model for financial instruments including aspects of recognition, measurement, presentation and disclosure. ~~The new guidance~~This ASU revises the accounting requirements related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. ~~The update~~This ASU also changes certain disclosure requirements associated with the fair value of financial instruments. These changes ~~will~~ require an entity to measure, at fair value, investments in equity securities and other ownership interests in an entity - including investments in partnerships, unincorporated joint ventures and limited liability companies that do not result in consolidation and are not accounted for under the equity method - and recognize the changes in fair value within net income. ASU 2016-01 ~~will be~~is effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. ~~Early adoption is not permitted, except~~In February 2018, the FASB issued ASU 2018-03 - Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2018-03") which provides an option for a company to "un-elect" the measurement alternative and elect to account for the investment at fair value through current earnings for certain ~~amendments within~~equity investments that do not have readily determinable fair values. However, once a company makes this election for a particular investment, it must apply the ~~ASU.~~fair value through current earnings model to all identical investments and/or similar investments from the same issuer. Further, a company cannot elect the measurement alternative for future purchases of identical or similar investments of the same issuer. The Company ~~does not expect~~adopted ASU 2016-01 as of January 1, 2018 on a prospective basis. The Company un-elected the measurement alternative and will continue to value joint venture investments at fair value through current earnings. As such, there was no impact to the Condensed Consolidated Financial Statements.

ASU 2016-15 - Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). In August 2016, the FASB issued ASU 2016-15 which provides guidance for several new and/or revised disclosures pertaining to the classification of certain cash receipts and cash payments on the statement of cash flows, including contingent consideration payments made after a business acquisition. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. The Company adopted ASU 2016-15 as of January 1, 2018 and there was no impact to the Condensed Consolidated Financial Statements.

ASU 2016-18 - Restricted Cash ("ASU 2016-18"). In November 2016, the FASB issued ASU 2016-18 which provides guidance for the accounting for the disclosure of restricted cash on the statement of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. The Company adopted ASU 2016-18 as of January 1, 2018. As of March 31, 2018 and December 31, 2017, the Company had approximately $9.0 million in restricted cash on the Condensed Consolidated Balance Sheets. Upon adoption of ~~this~~ASU 2016-18 on January 1, 2018, restricted cash balances were included along with cash and cash equivalents as of the end of the period and beginning of the period, respectively, in the Company's Condensed Consolidated Cash Flows for all periods presented. Additionally, separate line items showing changes in restricted cash balances have been eliminated from the Condensed Consolidated Statement of Cash Flows.

ASU 2017-01 - Clarifying the Definition of a Business ("ASU 2017-01"). In January 2017, the FASB issued guidance that clarifies the definition of a business with the objective of adding guidance to ~~have~~assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The new standard is effective for fiscal years, and interim periods within fiscal years, beginning after December 15, 2017. The Company adopted ASU 2017-01 as of January 1, 2018 on a prospective basis and there was no material impact to the Condensed Consolidated Financial Statements.

ASU 2017-09 - Scope of Modification Accounting ("ASU 2017-09"). In May 2017, the FASB issued an update to guidance on ~~its~~Topic 718, Compensation—Stock Compensation that clarifies when changes to the terms or conditions of a share-based award must be accounted for as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award, as equity or liability, changes as a result of the change in terms or conditions. ASU 2017-09 is effective for annual periods, and interim periods within annual periods, beginning after December 15, 2017. The Company adopted ASU 2017-09 as of January 1, 2018 on a prospective basis and there was no material impact to the consolidated financial ~~condition, results of operation or disclosures.~~statements.

Recent Accounting Standards Updates

ASU 2016-02 - Leases ("("ASU 2016-02"). In February 2016, the FASB issued ASU 2016-02 which provides updated guidance for the accounting for leases. This update requires lessees to recognize assets and liabilities for the rights and obligations created by leases with a term longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 will be effective for fiscal years beginning after December 15, 2018, and interim periods thereafter. ~~A modified retrospective transition method is required, with the option to elect certain practical expedients.~~ Early adoption is permitted. The Company is currently assessing the impact that ASU 2016-02 will have on its consolidated financial ~~statements.~~

~~ASU 2016-15 - Classification of Certain Cash Receipts~~statements and ~~Cash Payments ("ASU 2016-15"). In August 2016,~~plans to adopt the FASB issued ASU 2016-15 which provides guidance for several new and/or revised disclosures pertaining to the classification of certain cash receipts and cash payments on the statement of cash flows, including contingent consideration payments made after a business acquisition. ASU 2016-15 will be effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial condition, results of operation or disclosures.

~~ASU 2016-16 - Intra-Entity Transfers of Assets Other Than Inventory ("ASU 2016-16")~~. In October 2016, the FASB issued ASU 2016-16 which provides guidance for the accounting for the income tax consequences of intra-entity transfers of assets other than inventory when the transfer occurs between entities in different tax jurisdictions. ASU 2016-16 will be effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial condition, results of operation or disclosures.

~~ASU 2016-18 - Restricted Cash ("ASU 2016-18")~~. In November 2016, the FASB issued ASU 2016-18 which provides guidance for the accounting for the disclosure of restricted cash on the Statement of Cash Flows. ASU 2016-18 will be effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial condition, results of operation or disclosures. As of September 30, 2017 and December 31, 2016, the Company had approximately $7.7 million and $8.0 million in restricted cash, respectively, on its consolidated balance sheets. Upon adoption of ASU 2016-18, restricted cash balances will be included along with cash and cash equivalents as of the end of the period and beginning of the period, respectively, in the Company's consolidated Statement of Cash Flows for all periods presented; additionally, separate line items showing changes in restricted cash balances will be eliminated from its consolidated statement of cash flows.

~~ASU 2017-01 - Clarifying the Definition of a Business ("ASU 2017-01").~~ In January 2017, the FASB issued guidance that clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The new standard is effective for fiscal years, and interim periods within fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial condition, results of operation or disclosures.

~~ASU 2017-09 - Scope of Modification Accounting ("ASU 2017-09").~~ ~~In May 2017, the FASB issued an update to guidance on Topic 718,~~ ~~Compensation—Stock Compensation~~ that clarifies when changes to the terms or conditions of a share-based award must be accounted for as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. ASU 2017-09 will be effective for all entities for annual periods, and interim periods within annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its financial condition, results of operation or disclosure.January 1, 2019.

2. Revenues

Adoption of ASC Topic 606 - Revenue from Contracts with Customers

On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method. Results for reporting periods beginning after January 1, 2018 are presented in accordance with ASC 606, while prior period amounts have not been adjusted and continue to be reported in accordance with the Company's historic accounting under ASC 605 - Revenue Recognition ("ASC 605").

Revenue Recognition

Under current and prior revenue guidance, revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

The following table presents revenues disaggregated by revenue source (dollars in thousands):



	Three Months Ended March 31,
	2018		2017
Radio Station Group
Advertising revenues (broadcast, digital, non-traditional revenue ("NTR") and trade)	$	165,552	$	172,724
Non-advertising revenues (tower rental and other)	2,673		879
Total Radio Station Group revenue	$	168,225	$	173,603

Westwood One
Advertising revenues (broadcast, digital and trade)	$	90,530	$	85,643
Non-advertising revenues (license fees and other)	4,260		4,212
Total Westwood One revenue	$	94,790	$	89,855

Other (1)	$	664	$	572
Total Revenue	$	263,679	$	264,030


(1)	Other is comprised of revenue from certain digital commerce and broadcast software sales and services.

Advertising Revenues

Substantially all of the Company's revenues are from advertising. The Company’s advertising revenue is primarily generated through the sale of broadcast radio advertising time, sale of advertising and promotional opportunities across digital audio networks to local, regional, and national advertisers and the hosting of promotional events. The Company considers each advertising element a separate obligation as a result of both the customer's and the Radio Station Group or Westwood One's respective ability to stop transferring promised goods or services during the contract term without notice or penalty. Thus, revenue associated with these contracts is recognized at the time advertising or other services, for example hosting an event, is delivered.

In assessing performance obligations at the Radio Station Group, each advertisement, banner, etc. is considered to be a separate contract and thus a separate performance obligation. In assessing performance obligations at Westwood One, each element of a campaign is considered to be a separate contract and thus a separate performance obligation.

The Company's payment terms vary by the type and location of customer and the products or services offered. The term between invoicing and when payment is due is not significant. There are no further obligations for returns, refunds or similar obligations related to the contracts. The Company records deferred revenues when cash payments are received or due in advance of performance, including amounts which are refundable.

Non-Advertising Revenues

Non-Advertising revenue does not constitute a material portion of the Company's revenue and primarily consists of tower rental agreements, and to a lesser degree, sublease income, remote event revenue and satellite rental income. Rental agreements typically range from one to five years with renewal clauses and often contain inflationary annual payment increases. For other revenue streams, a formal executed contract is generally obtained. Associated agreements typically contain a stated recurring monthly amount due, which is recognized upon delivery of services or passage of time (e.g. tower rental income) and contain a single performance obligation.

Nonmonetary Transactions

In the broadcasting industry, companies sometimes utilize trade or barter agreements that exchange advertising time for goods or services such as travel or lodging, instead of for cash. Trade revenue totaled $11.3 million for each of the three months ended March 31, 2018, and March 31, 2017.

Programming barter revenue is derived from an exchange of programming content, to be broadcast on the Company's airwaves, for commercial inventory, usually in the form of commercial placements inside of the show exchanged. Instead of paying cash for the right to broadcast the programming, the Company provides commercial slots in the show to a syndicator, who in turn sells the time to national advertisers for the syndicator’s benefit. The revenue is recognized as the commercial spots are aired, in the same pattern as the Company's normal cash spot revenue is recognized.

Prior to the adoption of ASC 606, the applicable revenue recognition standard required radio broadcasters to use the fair value of the product or service surrendered in reporting certain exchanges (bartering) of advertisement for products or services. ASC 606 does not contain specific guidance on the accounting for barter transactions involving advertising services; therefore, the general principles for measuring consideration apply. Upon adoption of ASC 606, the Company began to assess whether the arrangement meets the criteria of a contract with the customer. ASC 606 also specifies the fair value measurement date for noncash consideration is contract inception.

Under current GAAP, broadcasters are generally required to record revenue and corresponding programming assets/expenses for programing obtained in exchange for barter advertising spots. Upon the adoption of ASC 606, the Company accounts for advertising spots provided in exchange for other goods or services pursuant to the noncash consideration guidance in ASC 606. Under ASC 606, noncash consideration is measured at fair value, unless fair value is not determinable, in which case the standalone selling price of the goods or services sold is to be used.

The Company continues to value barter transactions at the standalone selling price of the consideration sold as the fair value of consideration received is not determinable. As such, the Company determined the implementation of ASC 606 did not have an impact on its accounting for barter agreements.

Variable Consideration

Certain customers may receive cash-based incentives or credits, which are accounted for as variable consideration. The Company estimates these amounts based on the expected amount to be provided to customers and reduces revenue recognized accordingly. The Company has not had, nor does it believe that there will be, significant changes to its estimates of variable consideration. In addition, variable consideration has not historically been material to the Company's financial statements.

Customer Options that Provide a Material Right

ASC 606 requires the allocation of a portion of a transaction price of a contract to additional goods or services transferred to a customer that are considered to be a separate performance obligation and provide a material right to the customer.

To satisfy the requirement of accounting for the material right, the Company considers both the transaction price associated with each spot as well as the timing of revenue recognition for the spots. Campaigns often include bonus spots, radio advertising spots, free of charge, explicitly within the contract terms or implicitly agreed upon with the customer consistent with industry standard practices. The Company typically runs these bonus spots related to a particular campaign concurrently with the paid spots from the same campaign. As the delivery and revenue recognition for both paid and bonus spots generally occur within the same period, the time of delivery and recognition of revenue is insignificant.

Principal versus Agent Considerations

In those instances in which the Company functions as the principal in the transaction, the revenue and associated operating costs are presented on a gross basis. In those instances where the Company functions solely as an agent or sales representative, the Company's effective commission is presented as revenue on a net basis with no corresponding operating expenses.

The Company evaluated all revenue streams and contracts to which principal versus agent considerations applied. Using guidance from ASC 606, the Company determined that broadcast advertising revenue at both the Radio Station Group and Westwood One should be recorded net of agency commissions and should be recognized when the programs and commercial announcements are broadcast.

Additionally, Westwood One maintains revenue sharing agreements and inventory representation agreements with various radio companies and syndication talent in order to acquire inventory as compensation for the syndication of radio programming. For all revenue sharing agreements, the Company performs an analysis in accordance with ASC 606 to determine if the amounts should be recorded on a gross or net basis. Consistent with the prior revenue recognition guidance, Westwood One continues to record all revenue sharing agreements on a gross basis with the shared revenue amount recorded within Content Costs.

Practical Expedients

The Company applied the completed contract practical expedient guidance under ASC 606 to contracts that were not considered completed as of January 1, 2018.

The Company capitalizes certain incremental costs of obtaining contracts with customers which it expects to recover.

For contracts with a client whose customer life covers a year or less, companies may use a practical expedient that allows the option to expense commissions as they are incurred. For contracts where the new and renewal commission rates are commensurate, the amortization period assessed by management was the contract life. As such, the Company will continue to expense commissions as incurred for the revenue streams where the new and renewal commission rates are commensurate and the contract life is less than one year. These costs are recorded within Sales, General and Administrative expense. The Company does not apply the practical expedient option to new local direct contracts, as the commission rates for new and renewal contracts is not commensurate and the customer life is typically in excess of one year. As of March 31, 2018, the Company recorded an asset of approximately $1.6 million related to the unamortized portion of commission expense on new local direct revenue. Under ASC 605, commission expense on new local direct revenue would have been expensed as incurred.

Under certain practical expedients elected, the Company did not disclose the amount of consideration allocated to the remaining performance obligations or an explanation of when the Company expects to recognize that amount as revenue for all reporting periods presented before January 1, 2018.

Results for reporting periods beginning after January 1, 2018 are presented under the amended accounting guidance, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting guidance.

The Company elected to apply the practical expedient which allows it to not disclose information about remaining performance obligations that have original expected durations of one year or less. The Company has contracts with customers which the Company believes will produce revenue beyond one year. From these contracts, the Company estimates it will recognize approximately $6.2 million of revenue in 2019.

3. Restricted Cash

As of ~~September 30, 2017~~each of March 31, 2018 and December 31, ~~2016,~~2017, the Company’s ~~balance sheet~~Condensed Consolidated Balance Sheets included approximately ~~$7.7~~$9.0 million ~~and $8.0 million, respectively,~~ in restricted cash. Restricted cash is used primarily to collateralize standby letters of credit for certain leases and insurance policies in addition to securing certain transactions as dictated by the financial institutions used by the Company.

3.4. Intangible Assets and Goodwill

The following ~~tables present~~table presents goodwill balances and accumulated impairment losses on a segment and consolidated basis as of January 1, ~~2017~~2018 and ~~September 30, 2017~~March 31, 2018 (dollars in thousands):

Radio Station Group


Balance as of January 1, 2017:
Balance as of January 1, 2018:
Goodwill	$	1,278,526		$	1,278,526
Accumulated impairment losses	(1,278,526		)	(1,278,526		)
Total	$	—		$	—
Balance as of September 30, 2017:
Balance as of March 31, 2018:
Goodwill	1,278,526			1,278,526
Accumulated impairment losses	(1,278,526		)	(1,278,526		)
Total	$	—		$	—

Westwood One


Balance as of January 1, 2017:
Balance as of January 1, 2018:
Goodwill	$	304,280		$	304,280
Accumulated impairment losses	(169,066		)	(169,066		)
Total	$	135,214		$	135,214
Balance as of September 30, 2017:
Balance as of March 31, 2018:
Goodwill	304,280			304,280
Accumulated impairment losses	(169,066		)	(169,066		)
Total	$	135,214		$	135,214

Consolidated


Balance as of January 1, 2017:
Balance as of January 1, 2018:
Goodwill	$	1,582,806		$	1,582,806
Accumulated impairment losses	(1,447,592		)	(1,447,592		)
Total	$	135,214		$	135,214
Balance as of September 30, 2017:
Balance as of March 31, 2018:
Goodwill	1,582,806			1,582,806
Accumulated impairment losses	(1,447,592		)	(1,447,592		)
Total	$	135,214		$	135,214

The following table ~~shows the Company's~~presents intangible asset balances as of December 31, ~~2016~~2017 and ~~September 30, 2017, as well as dispositions~~March 31, 2018, and amortization thereof during the period ended March 31, 2018 (dollars in thousands):

Intangible Assets:

FCC Licenses Definite-Lived Total
Balance as of December 31, 2016 $ 1,540,183
$ 116,499
$ 1,656,682
Dispositions (465 ) —
(465 )
Amortization —
(26,130 ) (26,130 )
Balance as of September 30, 2017 $ 1,539,718
$ 90,369
$ 1,630,087



	FCC Licenses		Definite-Lived			Total
Balance as of December 31, 2017	$	1,203,809	$	82,994		$	1,286,803
Amortization	—		(4,705		)	(4,705		)
Balance as of March 31, 2018	$	1,203,809	$	78,289		$	1,282,098

The Company performs ~~annual~~ impairment testing of its Federal Communications Commission ("FCC") licenses and goodwill annually as of December 31 of each year and on an interim basis if events or circumstances indicate that FCC licenses or goodwill may be impaired. The Company reviews the carrying value of its definite-lived intangible assets, primarily broadcast ~~licenses,~~advertising and affiliate relationships for recoverability prior to its annual impairment test of goodwill and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Events and circumstances did not necessitate anany interim impairment ~~test as of September 30, 2017.~~tests during the period ended March 31, 2018.

4.5. Long-Term Debt

The Company’s long-term debt consisted of the following as of ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016~~2017 (dollars in thousands):

September 30, 2017 December 31, 2016
Term loan:
Term loan $ 1,728,614
$ 1,810,266
Less: unamortized term loan discount and debt issuance costs (23,054 ) (29,909 )
Total term loan 1,705,560
1,780,357
7.75% senior notes: 610,000
610,000
Less: unamortized debt issuance costs (4,335 ) (6,200 )
Total 7.75% senior notes 605,665
603,800
Less: Current portion of long-term debt —
—
Long-term debt, net $ 2,311,225
$ 2,384,157



	March 31, 2018			December 31, 2017
Term loan	$	1,700,078		$	1,722,209
7.75% senior notes:	610,000			610,000
Long-term debt, net subject to compromise	$	2,310,078		$	2,332,209
Less: Amounts reclassified to liabilities subject to compromise	(2,310,078		)	(2,332,209		)
Long-term debt, net	$	—		$	—

~~Amended~~

In connection with the filing of the Bankruptcy Petitions, all amounts outstanding under the Term Loan (as defined below) and ~~Restated~~ the Notes have been reclassified to Liabilities Subject to Compromise in the Company's Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017. As a result of the filing of the Bankruptcy Petitions, the Company expensed the entire balance of $25.9 million of deferred financing costs and debt discount during the fourth quarter of 2017.

Credit Agreement

On December 23, 2013, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”), among the Company, Cumulus Media Holdings Inc., a direct wholly-owned subsidiary of the Company (“Cumulus Holdings”), as borrower, and certain lenders and agents.

The Company's Credit Agreement consists of a Term Loan (the “Term Loan”) ~~maturing~~with a stated maturity date in December ~~2020 and a $200.0 million revolving credit facility, with a $30.0 million sublimit for letters of credit (the “Revolving Credit Facility”) maturing in December 2018.~~

At September 30, 2017, and December 31, 2016, the Company had $1.729 billion and $1.810 billion, respectively, outstanding under the Term Loan and no amounts outstanding under the Revolving Credit Facility.

~~On August 29, 2017, we used proceeds from sale of certain land and buildings to repay approximately $81.7 million of the Term Loan borrowings.~~

2020. Notwithstanding the stated maturity date of the Term Loan, if on January 30, 2019, the aggregate principal amount ~~of 7.75% Senior Notes~~ outstanding exceeds $200.0 million, the Term Loan maturity date ~~shall~~will be accelerated to January 30, 2019. While the Company's Plan has been approved, the Company has not yet emerged from bankruptcy and if the Company is unable to take steps to create additional liquidity or otherwise avoid the occurrence of the springing maturity, forecasted cash flows would not be sufficient for the Company to meet its obligations as of January 30, 2019.

At March 31, 2018 and December 31, 2017, the Company had $1.7 billion and $1.72 billion, respectively, outstanding under the Term Loan.

The Credit agreement previously provided for a $200.0 million revolving credit facility, which facility was terminated upon the filing of the Bankruptcy Petitions.

Amounts outstanding under the Term Loan amortize at a rate of 1.0% per annum of the original principal amount of the Term Loan, payable quarterly, with the balance payable on the maturity date. Borrowings under the ~~Credit Agreement~~Term Loan bear interest, at the option of Cumulus Holdings, based on the Base Rate (as defined below) or ~~the London Interbank Offered Rate (“LIBOR”),~~LIBOR, plus 3.25% on LIBOR-based borrowings and 2.25% on Base Rate-based borrowings. LIBOR-based borrowings are subject to a LIBOR floor of 1.0% ~~under the Term Loan.~~. Base Rate-based borrowings are subject to a Base Rate floor of 2.0% ~~under the Term Loan.~~. Base Rate is defined, for any day, as the rate per annum equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 0.5%, (ii) the prime commercial lending rate of JPMorgan Chase Bank, N.A., as established from time to time, and (iii) 30 day LIBOR plus 1.0%. ~~Amounts outstanding under the Term Loan amortize at a rate of 1.0% per annum of the original principal amount of the Term Loan, payable quarterly, with the balance payable on the maturity date.~~ At ~~September 30, 2017~~March 31, 2018, the Term Loan bore interest at ~~4.49%~~4.90% per annum.

~~Under the terms~~

As a result of the ~~Credit Agreement, a commitment fee in~~filing of the ~~amount of 0.50% per year, payable monthly,~~Bankruptcy Petitions, the Company is ~~payable~~required to make adequate protection payments on the ~~unused portion~~Term Loan. The amounts of these payments are calculated under the same terms as the interest and at the rates described above. During the pendency of Bankruptcy Petitions, ASC 852 requires the Company to recognize the adequate protection payments as a reduction to the principal balance of the ~~commitments.~~Term Loan. As a result, the Company applied adequate protection payments of approximately $22.1 million to the principal balance of the Term Loan for the three months ended March 31, 2018, which in turn, caused interest expense to be lower by approximately $22.1 million than it would have been absent the filing of the Bankruptcy Petitions.

The representations, covenants and events of default in the Credit Agreement are customary for financing transactions of this nature. ~~Events of default in the Credit Agreement include, among others: (a) the failure~~Any efforts to ~~pay~~enforce such obligations when due; (b) the failure to comply with (and not timely remedy, if applicable) certain covenants; (c) certain defaults and accelerations under other indebtedness; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against the Company or any of

its restricted subsidiaries; (f) the loss, revocation or suspension of, or any material impairment in the ability to use one or more of, any material FCC licenses; (g) any representation of warranty made, or report, certificate or financial statement delivered to the lenders subsequently proven to have been incorrect in any material respect; and (h) the occurrence of a Change in Control (as defined in the Credit Agreement). Uponupon the occurrence of an event of default have been automatically stayed as a result of the ~~lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the Credit Agreement~~Company's Bankruptcy Petition and the ~~ancillary loan documents as a secured party.~~

InTerm Loan holders' rights of enforcement in respect of these obligations are subject to the ~~event amounts are outstanding under the Revolving Credit Facility or any letters of credit are outstanding that have not been collateralized by cash as~~applicable provisions of the end of each quarter, the Credit Agreement requires compliance with a consolidated first lien leverage ratio covenant. The required ratio at September 30, 2017 was 4.25 to 1.0, and the first lien net leverage ratio covenant periodically decreases until it reaches 4.0 to 1.0 on March 31, 2018. At September 30, 2017, the Company's actual leverage ratio was in excess of the required ratio. The Company had no borrowings outstanding under the Revolving Credit Facility.Bankruptcy Code.

Certain mandatory prepayments on the Term Loan are required upon the occurrence of specified events, including upon the incurrence of certain additional indebtedness, upon the sale of certain assets and upon the occurrence of certain condemnation or casualty events, and from excess cash flow.

The Company’s, Cumulus Holdings’ and their respective restricted subsidiaries’ obligations under the Credit Agreement are collateralized by a first priority lien on substantially all of the Company’s, Cumulus Holdings’ and their respective restricted subsidiaries’ assets (excluding the Company’s accounts receivable collateralizing the Company's revolving accounts receivable securitization facility (the “Securitization Facility”) with Wells Fargo Capital Finance ("Wells Fargo") as described below) in which a security interest may lawfully be granted, including, without limitation, intellectual property and substantially all of the capital stock of the Company’s direct and indirect domestic wholly-owned subsidiaries and 66% of the capital stock of any future first-tier foreign subsidiaries. In addition, Cumulus Holdings’ obligations under the Credit Agreement are guaranteed by the Company and substantially all of its restricted subsidiaries, other than Cumulus Holdings.

As described in more detail in Note 13, "Subsequent Events", on October 30, 2017, the Restructuring Committee of the Board of Directors authorized the Company to forgo the November 1, 2017, scheduled interest payment on the Company's 7.75% Senior Notes (defined below), thereby entering into the applicable 30-day grace period under the terms of the Indenture. This nonpayment constitutes a "default" under the terms of such Indenture, which matures into an "Event of Default" if not cured or waived before the expiration of the 30-day grace period on December 1, 2017. Such an Event of Default, if and when it occurs, would also be an event of default under the Credit Agreement.

7.75% Senior Notes

On May 13, 2011, the Company issued $610.0 million aggregate principal amount of 7.75% Senior Notes due 2019 (the "7.75% Senior Notes"). ~~Proceeds from the sale of the 7.75% Senior Notes were used to, among other things, repay the $575.8 million outstanding under the term loan facility under the Company's prior credit agreement.~~

On September 16, 2011, the Company and Cumulus Holdings entered into a supplemental ~~Indenture~~indenture with the trustee under the indenture governing the 7.75% Senior Notes which provided for, among other things, the (i) assumption by Cumulus Holdings of all obligations of the ~~Company;~~Company related to the 7.75% Senior Notes; (ii) substitution of Cumulus Holdings for the Company as issuer; (iii) release of the Company from all obligations as original issuer; and (iv) Company’s guarantee of all of Cumulus Holdings’ obligations, in each case under the indenture and the 7.75% Senior Notes.

Interest on the 7.75% Senior Notes is payable on each May 1 and November 1 of each year. The 7.75% Senior Notes mature on May 1, 2019.

Cumulus Holdings, as issuer of the 7.75% Senior Notes, may redeem all or part of the 7.75% Senior Notes at any time at a price equal to 100% of the principal amount, plus a “make-whole” premium. If Cumulus Holdings sells certain assets or experiences specific kinds of changes in control, it will be required to make an offer to purchase the 7.75% Senior Notes.

In connection with the substitution of Cumulus Holdings as the issuer of the 7.75% Senior Notes, the Company also guaranteed the 7.75% Senior Notes. In addition, each existing and future domestic restricted subsidiary that guarantees the Company’s indebtedness, Cumulus Holdings’ indebtedness or indebtedness of the Company’s subsidiary guarantors (other than the Company’s subsidiaries that hold the FCC licenses for the Company’s radio stations) guarantees, and will guarantee, the 7.75% Senior Notes. The 7.75% Senior Notes are senior unsecured obligations of Cumulus Holdings and rank equally in right of payment to all existing and future senior unsecured debt of Cumulus Holdings and senior in right of payment to all future subordinated debt of Cumulus Holdings. The 7.75% Senior Notes guarantees are the Company’s and the other guarantors’ senior unsecured obligations and rank equally in right of payment to all of the Company’s and the other guarantors’ existing and future senior debt and senior in right of payment to all of the Company’s and the other guarantors’ future subordinated debt.

The 7.75% Senior Notes and the guarantees are effectively subordinated to any of Cumulus Holdings’, the Company’s or the guarantors’ existing and future secured debt to the extent of the value of the assets securing such debt. In addition, the 7.75% Senior Notes and the guarantees are structurally subordinated to all of the liabilities of the Company and its subsidiaries.

The Indenture governing the 7.75% Senior Notes contains representations, covenants and events of default customary for financing transactions of this nature. Any efforts to enforce obligations upon the occurrence of an event of default have been automatically stayed as a result of the filing of the Bankruptcy Petitions and the holders of the 7.75% Senior Notes rights of enforcement in respect to any obligations are subject to the applicable provisions of the Bankruptcy Code.

As described in more detail in Note ~~13, “Subsequent Events"~~1, "Description of Business, Interim Financial Data and Basis of Presentation", on October 30, 2017, the Restructuring Committee of the Board of Directors authorized the Company to forgo the November 1, 2017 scheduled interest payment of $23.6 million on the 7.75% Senior Notes. The Company will continue to forgo interest payments on the 7.75% Senior Notes ~~thereby entering into~~while under bankruptcy protection. As a result, the ~~applicable 30-day grace period under~~Company's interest expense attributable to the Indenture. This nonpayment constitutes a “default” under the Indenture, which matures into an “Event of Default” if not cured or waived before the expiration of the 30-day grace period on December 1, 2017. Upon the occurrence of an Event of Default, the trustee under the Indenture, or the holders of a specified percentage of 7.75% Senior Notes ~~may declare all outstanding amounts due and payable. Such an “Event of Default”, if and when~~for the three months ended March 31, 2018 was approximately $11.8 million lower than it ~~occurs,~~ would ~~also be an event of default under~~have been absent the ~~Credit Agreement.~~

~~Accounts Receivable Securitization Facility~~

On December 6, 2013, the Company entered into a 5-year, $50.0 million Securitization Facility with Wells Fargo (as successor to General Electric Capital Corporation), as a lender, swingline lender and administrative agent (together with any other lenders party thereto from time to time, the “Lenders”).

~~In connection with the entry into the Securitization Facility, pursuant to a Receivables Sale and Servicing Agreement, dated as of December 6, 2013 (the “Sale Agreement”), certain subsidiaries~~filing of the Company (collectively, the “Originators”) sell and/or contribute their existing and future accounts receivable (representing up to all of the Company’s accounts receivable) to a special purpose entity and wholly-owned subsidiary of the Company (the “SPV”). The SPV may thereafter make borrowings from the Lenders, which borrowings are secured by those receivables, pursuant to an Amended and Restated Receivables Funding and Administration Agreement, dated as of March 15, 2017 (the “Funding Agreement”). Cumulus Holdings services the accounts receivable on behalf of the SPV.Bankruptcy Petitions.

Advances available under the Funding Agreement at any time are based on advance rates relating to the value of the eligible receivables held by the SPV at that time. The Securitization Facility matures on December 6, 2018, subject to earlier termination at the election of the SPV. Advances bear interest based on either LIBOR plus 2.50% or the Index Rate (as defined in the Funding Agreement) plus 1.00%. The SPV is also required to pay a monthly fee based on any unused portion of the Securitization Facility. The Securitization Facility contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type.

~~At September 30, 2017 and December 31, 2016, there were no amounts outstanding under the Securitization Facility.~~

Amortization of Debt Discount and Debt Issuance Costs

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2017, the Company amortized ~~$2.6~~$2.5 million ~~and $7.7 million, respectively,~~ of debt discount and debt issuance costs related to its Term Loan and 7.75% Senior Notes. ~~For~~As a result of the ~~three and nine months ended September 30, 2016,~~Company’s chapter 11 cases, the Company ~~amortized $2.5 million~~expensed the entire remaining balance of deferred financing costs and ~~$7.3 million, respectively, of~~ debt discount ~~and debt issuance costs related to its Term Loan and 7.75% Senior Notes.~~during the fourth quarter of 2017. Thus, no amortization was recorded for the quarter ended March 31, 2018.

5.6. Fair Value Measurements

~~The three levels of the fair value hierarchy to be applied when determining fair value of financial instruments are described below:~~

~~Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access;~~

Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities; and

~~Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.~~

The following table shows the gross amount and fair value of the Company’s Term Loan and 7.75% Senior Notes (dollars in thousands):


	September 30, 2017		December 31, 2016		March 31, 2018		December 31, 2017
Term Loan:
Gross value	$	1,728,614	$	1,810,266	$	1,700,078	1,722,209
Fair value - Level 2	1,408,820		1,226,455		1,449,316		1,481,100
7.75% Senior Notes:
Gross value	$	610,000	$	610,000	$	610,000	610,000
Fair value - Level 2	179,950		249,673		98,210		105,988

As of ~~September 30, 2017,~~March 31, 2018, the Company obtained the closing trading prices from a ~~level 2 third-party valuation~~third party of ~~81.5%~~85.2% to calculate the fair value of the Term Loan and ~~29.5%~~16.1% to calculate the ~~level 2~~ fair value of the 7.75% Senior Notes.

As of December 31, ~~2016,~~2017, the Company ~~obtained~~used the closing trading prices from a ~~level 2 third-party valuation~~third party of ~~67.8%~~86.0% from a third party to calculate the fair value of the Term Loan and ~~40.9%~~17.4% to calculate the ~~level 2~~ fair value of the 7.75% Senior Notes.

~~6. Stockholders’ Equity~~7. Liabilities Subject to Compromise

~~For information on the Company's October 12, 2016 Reverse Stock Split and the resulting adjustments to authorized, issued and outstanding common stock, warrants and options, see~~

As discussed in Note 1, "Description of Business, Interim Financial Data and Basis of ~~Presentation: Reverse Stock Split.~~Presentation," since the Petition Date, the Company has been operating as debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with provisions of the Bankruptcy Code. On the accompanying Condensed Consolidated Balance Sheets, Liabilities Subject to Compromise reflects the expected allowed amount of the pre-petition claims that are not fully secured and that have at least a possibility of not being repaid at the full claim amount. Liabilities Subject to Compromise at March 31, 2018 and December 31, 2017 consisted of the following (in thousands):



	March 31, 2018		December 31, 2017
Deferred income taxes	$	219,128	$	219,250
Accrued liabilities and other liabilities	68,944		89,897
Accounts payable	18,257		18,290
Accounts payable, accrued and other liabilities	306,329		327,437
Term Loan	1,700,078		1,722,209
7.75% Senior Notes	610,000		610,000
Accrued interest	27,577		27,577
Long-term debt and accrued interest	2,337,655		2,359,786
Total liabilities subject to compromise	$	2,643,984	$	2,687,223

~~The Company is authorized to issue an aggregate of 269,080,609 shares of stock, each with a par value of $0.01 per share, divided into four classes consisting of:~~

~~(i) 93,750,000 shares designated as Class A common stock;~~

~~(ii) 75,000,000 shares designated as Class B common stock;~~

~~(iii) 80,609 shares designated as Class C common stock, and~~

~~(iv) 100,250,000 shares of preferred stock.~~

~~On June 5, 2017,~~As permitted under the Company’s Board of Directors adopted a stockholder rights plan, which is scheduled to expire in June 2018. Pursuant to the rights plan, the Company declared a dividend of one right for each outstanding share of Class A common stock of the Company, payable to holders of record on June 15, 2017. The rights initially trade with the Company’s Class A common stock and will generally become exercisable only if any person (or any persons acting in concert or as a group) acquires a voting or economic position in 4.99% or more of the Company’s outstanding Class A common stock. If the rights become exercisable, all holders of rights (other than any triggering person) will be entitled to acquire shares of Class A common stock at a 50% discount orBankruptcy Code, the Company may ~~exchange each right held by such holders for one share of Class A common stock. Under~~reject pre-petition executory contracts. As a result, additional amounts may be included in Liabilities Subject to Compromise in future periods, including following the ~~rights plan, any person that owned more than 4.99%~~Company's emergence from bankruptcy protection.

Determination of the ~~Company’s outstanding Class A common stock may~~value at which liabilities will ultimately be settled cannot be made until the Plan has been reconciled and effectuated. The Company will continue to ~~own~~evaluate the amount and classification of its ~~shares~~pre-petition liabilities. Any additional liabilities that are subject to compromise will be recognized accordingly, and the aggregate amount of ~~Class A common stock but~~Liabilities Subject to Compromise may ~~not acquire~~change, including after effectiveness of the Plan.

8. Reorganization Items, Net

Reorganization items incurred as a ~~voting or economic interest~~result of the chapter 11 cases are presented separately in ~~any additional shares~~the accompanying Condensed Consolidated Statement of ~~Class A common stock without triggering~~Operations for the ~~rights plan.~~three months ended March 31, 2018 and were as follows (in thousands):



	Three Months Ended March 31, 2018
Professional fees (a)	$	24,826
Other (b)	2,301
Rejected executory contracts (c)	3,040
Reorganization items, net	$	30,167

~~Common Stock~~(a) Professional fees relate to legal, financial advisory and other professional costs directly associated with the reorganization process.

(b) Other relates to Federal Communications Commission filing and United States Trustee fees directly associated with the reorganization process.

Shares of Class A, Class B and Class C common stock are identical in all respects, except with regard to voting and conversion rights. The preferences, qualifications, limitations, restrictions, and the special or relative rights in respect of the common stock and the various classes of common stock are as follows:

~~Voting Rights.~~ The holders of shares of Class A common stock are entitled to one vote per share on any matter submitted to a vote of the stockholders of the Company, and the holders of shares of Class C common stock are entitled to ten votes for each share of Class C common stock held. Generally, the holders of shares of Class B common stock are not entitled to vote on any matter. However, holders of Class B common stock and Class C common stock are entitled to a separate class vote on any amendment or modification of any specific rights or obligations of the holders of Class B common stock or Class C common stock, respectively, that does not similarly affect the rights or obligations of the holders of Class A common stock. The holders of Class A common stock and of Class C common stock vote together, as a single class, on all matters submitted to a vote to the stockholders of the Company.

~~Conversion.~~ Each holder of Class B common stock and Class C common stock is entitled to convert at any time all or any part of such holder’s shares into an equal number of shares of Class A common stock; provided, however, that to the extent that such conversion would result in the holder holding more than ~~4.99%~~ of the Class A common stock following such conversion, the holder will first be required to deliver to the Company an ownership certification to enable the Company to (a) determine that such holder does not have an attributable interest in another entity that would cause the Company to violate applicable FCC rules and regulations and (b) obtain any necessary approvals from the FCC or the Department of Justice. There were no shares of Class B common stock issued or outstanding as of September 30, 2017 or December 31, 2016.

~~The holders of all classes of common stock are entitled to share ratably in any dividends that may be declared by the Board of Directors of the Company.~~

As of ~~September 30, 2017 there~~March 31, 2018, $23.2 million of Professional fees and Other were ~~no preferred shares outstanding.~~

~~2009 Warrants~~

~~In June 2009,~~unpaid and accrued in ~~connection with the execution of an amendment to the Company's then-existing credit agreement, the Company issued warrants to the lenders thereunder that allow them to acquire up to~~ ~~156,250~~ ~~shares of Class A common stock at an exercise price of~~ ~~$1.17~~ per share (the “2009 Warrants”). The 2009 Warrants expire on June 29, 2019. The number of shares of Class A common stock issuable upon exercise of the 2009 Warrants is subject to adjustment in certain circumstances, including upon the payment of a dividend in shares of Class A common stock. None of such warrants were converted during the nine months ended ~~September 30, 2017~~Accounts Payable and ~~as of such date, there were 40,057 of the 2009 Warrants outstanding.~~

~~Company Warrants~~

As a component of the Company's September 16, 2011 acquisition of Citadel Broadcasting Corporation (the "Citadel Merger") and the related financing transactions, the Company issued warrants to purchase an aggregate of ~~9.0 million~~ shares of Class A common stock (the "Company Warrants") under a warrant agreement dated September 16, 2011 (the "Warrant Agreement"). The Company Warrants are exercisable at any time prior to June 3, 2030 at an exercise price of ~~$0.01~~ per share with each Company Warrant providing the right to purchase one share. The number of shares for which the Company Warrants are exercisable is not subject to any anti-dilution protection, other than standard adjustmentsAccrued Expenses in the case of stock splits, dividends and certain other similar events. Pursuant to the terms and conditions of the Warrant Agreement, upon the request of a holder, the Company has the discretion to issue, upon exercise of the Company Warrants, shares of Class B common stock in lieu of an equal number of shares of Class A common stock and, upon request of a holder and at the Company’s discretion, the Company has the right to exchange such warrants to purchase an equivalent number of shares of Class B common stock for outstanding warrants to purchase shares of Class A common stock.

Exercise of the Company Warrants is subject to compliance with applicable FCC regulations, and the Company Warrants are exercisable provided that ownership of the Company’s securities by the holder does not cause the Company to violate applicable FCC rules and regulations relating to foreign ownership of broadcasting licenses

Holders of Company Warrants are entitled to participate ratably in any distributions on the Company’s common stock on an as-exercised basis. No distribution will be made to holders of Company Warrants or common stock if (i) an FCC ruling, regulation or policy prohibits such distribution to holders of Company Warrants or (ii) the Company’s FCC counsel opines that such distribution is reasonably likely to cause (a) the Company to violate any applicable FCC rules or regulations or (b) any holder of Company Warrants to be deemed to hold an attributable interest in the Company.

No Company Warrants were exercised during the nine months ended September 30, 2017. 0.3 million Company Warrants were exercised during the nine months ended September 30, 2016 to purchase 43,192 shares of Class A common stock. At September 30, 2017, 31,955 Company Warrants remained outstanding.

~~Crestview Warrants~~

Also on September 16, 2011, but pursuant to a separate warrant agreement, the Company issued warrants to purchase 1.0 million shares of Class A common stock with an exercise price, as adjusted to date, of $34.56 per share (the "Crestview Warrants"). The Crestview Warrants are exercisable until September 16, 2021, and the per share exercise price is subject to standard weighted-average adjustments in the event that the Company issues additional shares of common stock or common stock derivatives for less than the fair market value per share, as defined in the Crestview Warrants, as of the date of such issuance. In addition, the number of shares of Class A common stock issuable upon exercise of the Crestview Warrants, and the exercise price of the Crestview Warrants, are subject to adjustment in the case of stock splits, dividends and certain other similar events. As of September 30, 2017, all 1.0 million Crestview Warrants remained outstanding.

~~7. Stock-Based Compensation Expense~~

The Company uses the Black-Scholes option pricing model to estimate the fair value on the date of grant of stock options issued. The fair value of stock options is determined by the Company’s stock price, historical stock price volatility over the expected term of the awards, risk-free interest rates and expected dividends. With respect to restricted stock awards, the Company recognizes compensation expense over the vesting period equal to the grant date fair value of the shares awarded in accordance with ~~ASC 718 - Compensation - Stock Compensation. To the extent non-vested restricted stock awards include performance or market vesting conditions, management uses the requisite service period to recognize the cost associated with the award.~~

During the nine months ended September 30, 2017, the Company granted 76,250 stock options with a grant date aggregate fair value of $0.1 million. During the nine months ended September 30, 2016, the Company granted 383,375 stock options with a grant date aggregate fair value of $0.5 million. The options granted in both periods range in exercise price from $0.41 to $24.00 per share, and provide for vesting on each of the first four anniversaries of the date of grant, with 30% of the award vesting on each of the first two anniversaries thereof, and 20% of the award vesting on each of the next two anniversaries thereof.

accompanying Condensed Consolidated Balance Sheet. For the three ~~and nine~~ months ~~ended September 30, 2017~~ending March 31, 2018, the Company recognized approximately $0.4 million and $1.4 million in stock-based compensation expense related to equity awards. For the three and nine months ended September 30, 2016, the Company recognized approximately $0.7 million and $2.4 million in stock-based compensation expense related to equity awards.

~~As of September 30, 2017, unrecognized stock-based compensation expense~~made payments of approximately ~~$0.3~~$7.9 million ~~related to equity awards is expected to be recognized over a weighted-average remaining life of 2.23 years. Unrecognized stock-based compensation expense~~ for ~~equity awards will be adjusted for future changes in estimated forfeitures.~~

~~There were no stock options exercised during the nine months ended September 30, 2017 or September 30, 2016.~~

On May 18, 2017 the Company adopted the 2017 Supplemental Incentive Plan (the "2017 SIP"), which provides participating executives of the Company with the opportunity to earn cash payments in ratable installments over the last three quarters of 2017, based on the Company's year-to-date performance at the end of each respective period, commencing with the second quarter of 2017. In order to be eligible to participate in the 2017 SIP, each participant therein had to agree to the cancellation of all of such participant's respective outstanding equity incentive awards. During the nine months ended September 30, 2017, the participants forfeited an aggregate of 963,493 options. Reorganization Items.

~~8. Earnings (Loss)~~9. Loss Per Share

~~For all periods presented,~~The Company calculates basic loss per share by dividing net loss by the ~~Company has disclosed basic and diluted earnings (loss) per common share utilizing the two-class method. In accordance with ASC Topic 260,~~ ~~"Earnings per Share,"~~ ~~the presentation~~weighted average number of ~~basic and diluted EPS is required only for common stock and not for participating securities.~~

~~Non-vested restricted shares of Class A common stock are considered participating securities for purposes of calculating basic weighted-average~~ common shares outstanding, ~~in all periods. In addition,~~excluding restricted shares. The Company ~~Warrants are accounted for~~calculates diluted loss per share by dividing net loss by the weighted average number of common shares outstanding plus the dilutive effect of outstanding share-based awards, including stock options and restricted stock awards.

The following table presents the reconciliation of basic to diluted weighted average common shares as ~~participating~~well as the effect of anti-dilutive securities as holders of such Warrants, in accordance with and subject to the terms and conditions of the Warrant Agreement, are entitled to receive ratable distributions of the Company's earnings concurrently with such distributions made to the holders of Class Aexcluded from diluted weighted average common ~~stock.~~shares (in thousands):



	Three Months Ended March 31,
	2018			2017
Undistributed net loss from operations	$	(5,001	)	$	(7,395	)

Basic weighted average shares outstanding	29,306			29,306
Diluted weighted average shares outstanding	29,306			29,306

Basic undistributed net loss per share attributable to common shares	$	(0.17	)	$	(0.25	)
Diluted undistributed net loss per share attributable to common shares	$	(0.17	)	$	(0.25	)

Basic earnings (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. In accordance with the terms of the Company's certificate of incorporation, the Company allocates undistributed net income (loss), after any allocation for preferred stock dividends, between each class of common stock on an equal basis per share. In accordance with the two-class method, earnings applicable to the non-vested restricted shares of Class A common stock and Company Warrants are excluded from the computation of basic EPS.

Diluted earnings (loss) per share is computed in the same manner as basic earnings (loss) per share after assuming issuance of common stock for all potentially dilutive equivalent shares, which includes stock options and certain warrants to purchase common stock. Antidilutive instruments are not considered in this calculation. Under the two-class method, net income (loss) is allocated to common stock to the extent that each security may share in earnings, as if all of the earnings (loss) for the period had been distributed. Earnings (loss) are allocated to each class of common stock equally per share. The following table sets forth the computation of basic and diluted earnings (loss) per common share for the three and nine months ended September 30, 2017 and 2016 (amounts in thousands, except per share data):

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Basic Earnings (Loss) Per Share
Numerator:
Undistributed net income (loss) from continuing operations $ 1,274
$ 46,321
$ (449 ) $ 32,958
Less:
Participation rights of the Company Warrants in undistributed earnings 1
50
—
43
Participation rights of unvested restricted stock in undistributed earnings —
48
—
34
Basic undistributed net income (loss) attributable to common shares $ 1,273
$ 46,223
$ (449 ) $ 32,881
Denominator:
Basic weighted average shares outstanding 29,306
29,275
29,306
29,269
Basic undistributed net income per share attributable to common shares $ 0.04
$ 1.58
$ (0.02 ) $ 1.12
Diluted Earnings (Loss) Per Share:
Numerator:
Undistributed net income (loss) from continuing operations $ 1,274
$ 46,321
$ (449 ) $ 32,958
Less:
Participation rights of the Company Warrants in undistributed net earnings 1
50
—
43
Participation rights of unvested restricted stock in undistributed earnings —
48
—
34
Basic undistributed net income (loss) attributable to common shares $ 1,273
$ 46,223
$ (449 ) $ 32,881
Denominator:
Basic weighted average shares outstanding 29,306
29,275
29,306
29,269
Effect of dilutive stock options, warrants and restricted stock —
—
—
—
Diluted weighted average shares outstanding 29,306
29,275
29,306
29,269
Diluted undistributed net income (loss) per share attributable to common shares $ 0.04
$ 1.58
$ (0.02 ) $ 1.12

9.10. Income Taxes

For the three months ended ~~September 30, 2017,~~March 31, 2018, the Company recorded an income tax ~~expense~~benefit of ~~$5.3~~$0.1 million on ~~income~~loss before income taxes of ~~$6.5~~$5.1 million, resulting in an effective tax rate for the three months ended ~~September 30, 2017~~March 31, 2018 of approximately ~~80.5%~~2.3%. ~~For~~The difference between the effective tax rate and the federal statutory rate of 21.0% for the three months ended ~~September 30, 2016, the Company recorded income tax expense of $32.8 million on income before~~March 31, 2018 was primarily attributable to changes in valuation allowance, which was partially offset by state and local income taxes, the tax effect of ~~$79.1 million, resulting in an~~bankruptcy-related fees and certain statutory non-deductible items. The effective tax rate for the three months ended ~~September 30, 2016~~March 31, 2018 reflects the reduced federal income tax rate of ~~approximately 41.4%.~~21.0% resulting from the enactment of the Tax Cut and Jobs Act (the "Tax Act”) in 2017. The Company continues to analyze the various aspects of the Tax Act which could affect the provisional estimates that were recorded at December 31, 2017.

For the three months ended March 31, 2017, the Company recorded an income tax benefit of $6.0 million on loss before income taxes of $13.4 million, resulting in an effective tax rate of 44.9% for the three months ended March 31, 2017. The difference between the 44.9% effective tax rate and the federal statutory rate of 35.0% for the three months ended ~~September 30,~~March 31, 2017 is attributable to state and local income taxes, the tax effect of certain statutory non-deductible items, the tax effect of changes in uncertain tax positions, and state tax law changes enacted during the period. The difference between the effective tax rate and the federal statutory rate of 35.0% for the three months ended September 30, 2016 is attributable to state and local income taxes, the tax effect of certain statutory non-deductible items, the tax effect of changes in uncertain tax positions, the tax effect of stock option terminations and forfeitures, as well as adjustments as a result of differences between the amounts estimated in the tax provision and the actual amounts in the tax return.

For the nine months ended September 30, 2017, the Company recorded income tax expense of $6.5 million on income before income taxes of $6.0 million, resulting in an effective tax rate for the nine months ended September 30, 2017 of approximately 107.5%. The difference between the effective tax rate and the federal statutory rate of 35.0% for the nine months ended September 30, 2017 relates to state and local taxes, the tax effect of stock option terminations and forfeitures, the tax effect of changes in uncertain tax positions, and enacted tax law changes.

For the nine months ended September 30, 2016, the Company recorded income tax expense of $24.9 million on income before income taxes of $57.9 million, resulting in an effective tax rate for the nine months ended September 30, 2016 of approximately 43.0%. The difference between the effective tax rate and the federal statutory rate of 35.0% for the nine months ended September 30, 2016, primarily relates to state and local income taxes ~~an increase in the valuation allowance with respect to state net operating losses,~~and the tax effect of certain statutory non-deductible items, enacted changes to state and local tax laws, the tax effect of changes in uncertain tax positions, and differences between the amounts estimated in the tax provision and the actual amounts in the tax return.items.

The Company continually reviews the adequacy of the valuation allowance and recognizes the benefits of deferred tax assets only as ~~the~~a reassessment indicates that it is more likely than not that the deferred tax assets will be recognized in accordance with ASC Topic 740, Income Taxes (“(“ASC 740”). As of ~~September 30, 2017,~~March 31, 2018, the Company continues to maintain a ~~partial~~full valuation allowance on ~~certain~~federal and state net operating loss carryforwards for which the Company does not believe it will be able to meet the more likely than not recognition standard for recovery. The valuation of deferred tax assets requires judgment ~~in assessing~~about future profitability as well as the assessment of the likely future tax consequences of events that have been recognized in the ~~Company's~~Company’s financial statements or tax ~~returns as well as future profitability.~~

As discussed in Note 1 (Liquidity and Going Concern Considerations), the accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company continues to believe that the remaining deferred tax assets are more likely than not to be realized. The Company is currently evaluating various debt restructuring alternatives which, if undertaken, could have a significant impact on the Company’s income taxes, including the realization of deferred tax assets. At this time, the Company believes it is more likely than not that it will recover its deferred tax assets, with the exception of certain state net operating loss carryforwards, through a combination of existing taxable temporary differences and future taxable income. In the event of a restructuring transaction, the Company believes that these deferred tax assets would likely be utilized to offset operating income or cancellation of debt income. If however, the Company is not able to generate sufficient future income during the attribute carryforward period or expectations around future events or earnings change, these deferred tax assets may require a valuation allowance.

returns.

~~10.~~11. Commitments and Contingencies

Future Commitments

The radio broadcast industry’s principal ratings service is Nielsen Audio ("Nielsen"), which publishes surveys for domestic radio markets. Certain of the Company’s subsidiaries have agreements with Nielsen under which they receive programming ratings information. The remaining aggregate obligation under the agreements with Nielsen is approximately ~~$13.7~~$188.0 million, as of ~~September 30, 2017,~~March 31, 2018, and is expected to be paid in accordance with the agreements through December ~~2017.~~

2021.

The Company engages Katz Media Group, Inc. ("Katz") as its national advertising sales agent. The national advertising agency contract with Katz contains termination provisions that, if exercised by the Company during the term of the contract, would obligate the Company to pay a termination fee to Katz, based upon a formula set forth in the contract.

The Company is committed under various contractual agreements to pay for broadcast rights that include sports and news services and to pay for talent, executives, research, weather information and other services.

The Company from time to time enters into radio network contractual obligations to guarantee a minimum amount of revenue share to contractual counterparties on certain programming in future years. Generally, these guarantees are subject to decreases dependent on ~~clearance~~ targets achieved. As of ~~September 30, 2017,~~March 31, 2018, the Company believes that it will meet all such material minimum obligations.

On ~~January 3, 2014 (the "Commencement Date”),~~February 1, 2018 and March 9, 2018, respectively, the Company and Merlin Media, LLC ~~(“Merlin”~~("Merlin") ~~and~~amended their Local Marketing Agreement ("LMA Agreement") under which the Company programmed two FM radio stations owned by Merlin. The Company ceased programming one of the stations ("WLUP") on March 9, 2018, but continues to program the other FM station ("WKQX") under the amended LMA Agreement. On April 3, 2018, the Company entered into an asset purchase agreement ~~under which the Company is responsible for operating two FM radio stations in Chicago, Illinois, for monthly fees payable to~~with Merlin, of approximately $0.3 million, $0.4 million, $0.5 million and $0.6 million in the first, second, third and fourth years following the Commencement Date, respectively, in exchange for the Company retaining the operating profits from these radio stations.

~~The Company and Merlin entered into a separate agreement~~ pursuant to which it agreed to purchase WKQX and certain intellectual property for $18.0 million in cash. On April 10, 2018, the Court approved the purchase and the Company ~~has~~made a payment in escrow of $4.75 million. The closing of this transaction will depend upon a number of factors, including various conditions set forth in the ~~right to~~asset purchase these two FM radio stations until October 5, 2017 for an amount in cash equal to the greater of (i) $70.0 million minus the aggregate amount of monthly fees paid by the Company on or prior to the earlier of the closing date or the date that is four years after the Commencement Date; or (ii) $50.0 million. Conversely, Merlin has the right to require the Company to purchase these two FM radio stations at any time during a ten business day period commencing October 6, 2017 for $71.0 million, minus the aggregate amount of monthly fees paid by the Company on or prior to the earlier of the closing date and January 3, 2018.

~~On October 6, 2017, Merlin notified the Company that it was exercising the right to require the Company to acquire the stations.~~

The Company determined through its review of the requirements of ASC Topic 810, Consolidation ("ASC 810") that the stations are a variable interest entity (“VIE”) for which it is not the primary beneficiary, therefore consolidation is not required.agreement.

On April 1, 2014, the Company initiated an exit plan for an office lease as part of a restructuring in connection with the acquisition of Westwood One (the "Exit Plan"), which included charges related to terminated contract costs. As of ~~September 30, 2017,~~March 31, 2018, liabilities related to the Exit Plan of ~~$0.2~~$1.4 million ~~were~~are included in ~~accounts payable and accrued expenses and $1.0 million of other liabilities~~Liabilities Subject to Compromise in the ~~unaudited condensed consolidated balance sheet.~~Condensed Consolidated Balance Sheet. The Company does not anticipate any additional meaningful future charges in connection with the Exit Plan other than those ~~for which~~ the Company has already accrued.

Legal Proceedings

On March 1, 2011, the Company and certain of our subsidiaries were named as defendants along with other radio companies, including Beasley Broadcast Group, Inc., CBS Radio, Inc., Entercom Communications, Greater Media, Inc. and Townsquare Media, LLC in a patent infringement suit. The case, Mission Abstract Data L.L.C., d/b/a Digimedia ("Plaintiff") v. Beasley Broadcast Group, Inc., et. al., Civil Action Case No: 1:11-mc-00176-LPS, U.S. District Court for the District of Delaware, ~~alleges~~alleged that the defendants have infringed on two of plaintiff’s patents entitled “Selection and Retrieval of Music from a Digital Database.” The Complaint ~~seeks~~sought unspecified damages. The Court stayed the case on November 14, 2011 pending reexamination of the patents-in-suit before the U.S. Patent Office. On June 6, 2012, Plaintiff filed a motion to lift the stay. On March 25, 2013, the Court entered an order denying Plaintiff’s motion to lift the stay. However, the Court ordered that “the stay shall be lifted upon the issuance of the Notice of Intent to Issue Reexamination Certifications (‘NIRC’)” for the two patents-in-suit. By operation of the Court’s Order, the stay was lifted on July 8, 2013, when the final NIRC was issued for the two patents-in-suit. ~~On July 25, 2013, counsel for Defendants invited~~Notwithstanding the foregoing, on November 27, 2017, the Plaintiff ~~to confer to discuss the viability~~and defendants filed a stipulation of ~~Plaintiff maintaining the suit in light~~dismissal of the ~~result of~~action and the ~~reexamination proceedings or to discuss a case schedule. Plaintiff did not respond substantively to Defendants’ invitation. Plaintiff has filed no further papers~~action was dismissed with prejudice by court order in early December, 2017, thereby concluding the Court to move the proceeding forward. Should Plaintiff attempt to pursue the case in the future, and assuming the Court now allows the Plaintiff to pursue the case, the Company intends to defend itself vigorously. The Company is not yet able to determine what effect the lawsuit will have, if any, on its financial position, results of operations or cash flows.

case.

In August 2015, the Company was named as a defendant in two separate putative class action lawsuits relating to its use and public performance of certain sound recordings fixed prior to February 15, 1972 (the "Pre-1972 Recordings"). The first suit, ABS Entertainment, Inc., et. al. v, Cumulus Media Inc., was filed in the United States District Court for the Central District of California and alleged, among other things, copyright infringement under California state law, common law conversion, misappropriation and unfair business practices. On December 11, 2015, this suit was dismissed without prejudice. The second suit, ABS Entertainment, Inc., v. Cumulus Media Inc., was filed in the United States District Court for the Southern District of New York and claimed, among other things, common law copyright infringement and unfair competition. The New York lawsuit was stayed pending an appeal before the Second Circuit involving unrelated third parties over whether the owner of a Pre-1972 Recording holds an exclusive right to publicly perform that recording under New York common law. On December 20, 2016, the New York Court of Appeals held that New York common law does not recognize a right of public performance for owners of pre-1972 Recordings. As a result of that case (to which Cumulus Media, Inc., was not a party) the New York case against Cumulus Media, Inc., was voluntarily dismissed by the plaintiffs on April 3, 2017. The question of whether public performance rights exist for Pre-1972 recordings under state laws is still being litigated in the Ninth and Eleventh Circuits as a result of cases filed in California and Florida. Cumulus is not a party to those cases, and the Company is not yet able to determine what effect those proceedings will have, if any, on its financial position, results of operations or cash flows.

The Company currently is, and expects that from time to time in the future it will be, party to, or a defendant in, various other claims or lawsuits that are generally incidental to its business. The Company expects that it will vigorously contest any such claims or lawsuits and believes that the ultimate resolution of any such known claim or lawsuit will not have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows.

~~11.~~12. Supplemental Condensed Consolidated Financial Information

At ~~September 30, 2017~~March 31, 2018, Cumulus (the "Parent Guarantor") and certain of its 100% owned subsidiaries (such subsidiaries, the “Subsidiary Guarantors”) provided guarantees of the obligations of Cumulus Holdings (the "Subsidiary Issuer") under the 7.75% Senior Notes. These guarantees are full and unconditional (subject to customary release provisions) as well as joint and several. Certain of the Subsidiary Guarantors may be subject to restrictions on their respective ability to distribute earnings to Cumulus Holdings or the Parent Guarantor. Not all of the subsidiaries of Cumulus and Cumulus Holdings guarantee the 7.75% Senior Notes (such non-guaranteeing subsidiaries, collectively, the “Subsidiary Non-guarantors”).

Investments in consolidated subsidiaries are held primarily by the Parent Guarantor in the net assets of its subsidiaries and have been presented using the equity method of accounting. The “Eliminations” entries in the following tables primarily eliminate investments in subsidiaries and intercompany balances and transactions. The columnar presentations in the following tables are not consistent with the Company’s business groups; accordingly, this basis of presentation is not intended to present the Company’s financial condition, results of operations or cash flows on a consolidated basis.

~~Revision to Prior Period Financial Statements~~

During the first quarter of 2017, the Company determined that it did not properly classify the investment in consolidated subsidiaries balance residing at the Parent Guarantor as a liability at December 31, 2016. The Company should have presented the investment in consolidated subsidiary balance as a liability as the balance was negative at December 31, 2016. In the following disclosure, a separate line item entitled “Accumulated losses in consolidated subsidiaries” is presented in the Condensed Consolidated Balance Sheet to correct this misclassification. This presentation misclassification was not material to the previously issued financial statements.

~~In accordance with ASC 250-10,~~ ~~SEC Staff Accounting Bulletin No. 99, Materiality,~~ ~~the Company assessed the materiality of the errors and concluded that the errors were not material to any of the Company’s previously issued financial statements. As permitted byASC 250-10, SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company has presented revised financial information as of December 31, 2016.~~

The following tables present (i) unaudited condensed consolidated statements of operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017, ~~and 2016,~~ (ii) unaudited condensed consolidated balance sheets as of ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, and (iii) unaudited condensed consolidated statements of cash flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2018 and 2017, ~~and 2016,~~ of each of the Parent Guarantor, Cumulus Holdings, the Subsidiary Guarantors, and the Subsidiary Non-guarantors.

CUMULUS MEDIA INC.

(Debtor-In-Possession)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended ~~September 30, 2017~~March 31, 2018

(Dollars in thousands)

(Unaudited)


	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations		Total Consolidated			Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Net revenue	$	—		$	—		$	287,240		$	—		$	—	$	287,240		$	—		$	—		$	263,679		$	—		$	—		$	263,679
Operating expenses:
Content costs	—			—			96,321			—			—		96,321			—			—			99,815			—			—			99,815
Selling, general and administrative expenses	—			—			118,758			535			—		119,293			—			—			114,481			653			—			115,134
Depreciation and amortization	—			298			14,910			—			—		15,208			—			249			11,732			—			—			11,981
Local marketing agreement fees	—			—			2,717			—			—		2,717			—			—			1,107			—			—			1,107
Corporate expenses (including stock-based compensation expense of $354)	—			10,853			—			—			—		10,853
Gain on sale of assets or stations	—			—			(83		)	—			—		(83		)
Corporate expenses (including stock-based compensation expense of $166)																		—			10,487			—			—			—			10,487
Loss on sale or disposal of assets or stations																		—			—			11			—			—			11
Total operating expenses	—			11,151			232,623			535			—		244,309			—			10,736			227,146			653			—			238,535
Operating (loss) income	—			(11,151		)	54,617			(535		)	—		42,931			—			(10,736		)	36,533			(653		)	—			25,144
Non-operating (expense) income:
Reorganization items, net																		—			(30,167		)	—			—			—			(30,167		)
Interest (expense) income, net	(2,184		)	(33,089		)	34			(62		)	—		(35,301		)	(2,184		)	2,056			29			—			—			(99		)
Loss on early extinguishment of debt	—			(1,063		)	—			—			—		(1,063		)
Other expense, net	—			—			(36		)	—			—		(36		)
Total non-operating expense, net	(2,184		)	(34,152		)	(2		)	(62		)	—		(36,400		)
Other income, net																		—			—			3			—			—			3
Total non-operating (expense) income, net																		(2,184		)	(28,111		)	32			—			—			(30,263		)
(Loss) income before income taxes	(2,184		)	(45,303		)	54,615			(597		)	—		6,531			(2,184		)	(38,847		)	36,565			(653		)	—			(5,119		)
Income tax (expense) benefit	8,782			176,495			(193,046		)	2,512			—		(5,257		)
Earnings (loss) from consolidated subsidiaries	(5,324		)	(136,516		)	1,915			—			139,925		—
Net income (loss)	$	1,274		$	(5,324	)	$	(136,516	)	$	1,915		$	139,925	$	1,274
Income tax benefit (expense)																		629			11,188			(11,887		)	188			—			118
(Loss) earnings from consolidated subsidiaries																		(3,446		)	24,213			(465		)	—			(20,302		)	—
Net (loss) income																		$	(5,001	)	$	(3,446	)	$	24,213		$	(465	)	$	(20,302	)	$	(5,001	)

~~CUMULUS MEDIA INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~Nine Months Ended September 30, 2017~~

~~(Dollars in thousands)~~

~~(Unaudited)~~

Cumulus
Media Inc.
(Parent
Guarantor)

Cumulus
Media
Holdings Inc.
(Subsidiary
Issuer)

Subsidiary
Guarantors

Subsidiary
Non-guarantors
Eliminations
Total
Consolidated
Net revenue $ —
$ —
$ 841,801
$ —
$ —
$ 841,801
Operating expenses:
Content costs —
—
291,390
—
—
291,390
Selling, general and administrative expenses —
—
352,465
1,724
—
354,189
Depreciation and amortization —
902
46,708
—
—
47,610
Local marketing agreement fees —
—
8,137
—
—
8,137
Corporate expenses (including stock-based compensation expense of $1,422) —
32,281
—
—
—
32,281
Gain on sale of assets or stations —
—
(2,585 ) —
—
(2,585 )
Total operating expenses —
33,183
696,115
1,724
—
731,022
Operating (loss) income —
(33,183 ) 145,686
(1,724 ) —
110,779
Non-operating (expense) income:
Interest (expense) income, net (6,551 ) (97,020 ) 106
(171 ) —
(103,636 )
Loss on early extinguishment of debt —
(1,063 ) —
—
—
(1,063 )
Other expense, net —
—
(64 ) —
—
(64 )
Total non-operating (expense) income, net (6,551 ) (98,083 ) 42
(171 ) —
(104,763 )
(Loss) income before income taxes (6,551 ) (131,266 ) 145,728
(1,895 ) —
6,016
Income tax (expense) benefit 7,040
141,059
(156,600 ) 2,036
(6,465 )
Earnings (loss) from consolidated subsidiaries (938 ) (10,731 ) 141
—
11,528
—
Net (loss) income $ (449 ) $ (938 ) $ (10,731 ) $ 141
$ 11,528
$ (449 )

CUMULUS MEDIA INC.

(Debtor-In-Possession)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended ~~September 30, 2016~~March 31, 2017

(Dollars in thousands)

(Unaudited)

Cumulus
Media Inc.
(Parent
Guarantor)

Cumulus
Media
Holdings
Inc.
(Subsidiary
Issuer)

Subsidiary
Guarantors

Subsidiary
Non-guarantors
Eliminations
Total
Consolidated
Net revenue $ —
$ —
$ 286,136
$ —
$ —
$ 286,136
Operating expenses:
Content costs —
—
115,348
—
—
115,348
Selling, general and administrative expenses —
—
116,706
681
—
117,387
Depreciation and amortization —
400
21,557
—
—
21,957
Local marketing agreement fees —
—
2,481
—
—
2,481
Corporate expenses (including stock-based compensation expense of $735) —
9,960
—
—
—
9,960
Gain on sale of assets or stations —
—
(94,014 ) —
—
(94,014 )
Total operating expenses —
10,360
162,078
681
—
173,119
Operating (loss) income —
(10,360 ) 124,058
(681 ) —
113,017
Non-operating (expense) income:
Interest (expense) income, net (2,178 ) (32,704 ) 139
(47 ) —
(34,790 )
Other income, net —
—
882
—
—
882
Total non-operating (expense) income, net (2,178 ) (32,704 ) 1,021
(47 ) —
(33,908 )
(Loss) income before income taxes (2,178 ) (43,064 ) 125,079
(728 ) —
79,109
Income tax benefit (expense) 937
19,816
(53,834 ) 293
—
(32,788 )
Earnings (loss) from consolidated subsidiaries 47,562
70,810
(435 ) —
(117,937 ) —
Net income (loss) $ 46,321
$ 47,562
$ 70,810
$ (435 ) $ (117,937 ) $ 46,321

~~CUMULUS MEDIA INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~Nine Months Ended September 30, 2016~~

~~(Dollars in thousands)~~

~~(Unaudited)~~


	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated			Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Net revenue	$	—		$	165		$	841,694		$	—		$	—		$	841,859		$	—		$	—		$	264,030		$	—		$	—		$	264,030
Operating expenses:
Content costs	—			—			312,526			—			—			312,526			—			—			101,780			—			—			101,780
Selling, general and administrative expenses	—			—			350,719			1,755			—			352,474			—			—			113,795			595			—			114,390
Depreciation and amortization	—			1,219			66,804			—			—			68,023			—			303			15,979			—			—			16,282
Local marketing agreement fees	—			—			10,351			—			—			10,351			—			—			2,707			—			—			2,707
Corporate expenses (including stock-based compensation expense of $2,403)	—			34,028			—			—			—			34,028
Corporate expenses (including stock-based compensation expense of $538)																			—			10,955			—			—			—			10,955
Gain on sale of assets or stations	—			—			(97,155		)	—			—			(97,155		)	—			—			(2,606		)	—			—			(2,606		)
Impairment on intangible assets and goodwill	—			—			1,816			—			—			1,816
Total operating expenses	—			35,247			645,061			1,755			—			682,063			—			11,258			231,655			595			—			243,508
Operating (loss) income	—			(35,082		)	196,633			(1,755		)	—			159,796			—			(11,258		)	32,375			(595		)	—			20,522
Non-operating (expense) income:
Interest (expense) income, net	(6,533		)	(97,221		)	364			(142		)	—			(103,532		)	(2,184		)	(32,196		)	37			317			—			(34,026		)
Other income, net	—			—			1,598			—			—			1,598			—			—			83			—			—			83
Total non-operating (expense) income, net	(6,533		)	(97,221		)	1,962			(142		)	—			(101,934		)	(2,184		)	(32,196		)	120			317			—			(33,943		)
(Loss) income before income taxes	(6,533		)	(132,303		)	198,595			(1,897		)	—			57,862			(2,184		)	(43,454		)	32,495			(278		)	—			(13,421		)
Income tax benefit (expense)	2,613			51,219			(79,438		)	702			—			(24,904		)	998			19,753			(14,852		)	127			—			6,026
Earnings (loss) from consolidated subsidiaries	36,878			117,962			(1,195		)	—			(153,645		)	—
Net income (loss)	$	32,958		$	36,878		$	117,962		$	(1,195	)	$	(153,645	)	$	32,958
(Loss) earnings from consolidated subsidiaries																			(6,209		)	17,492			(151		)	—			(11,132		)	—
Net (loss) income																			$	(7,395	)	$	(6,209	)	$	17,492		$	(151	)	$	(11,132	)	$	(7,395	)

CUMULUS MEDIA INC.

(Debtor-In-Possession)

CONDENSED CONSOLIDATED BALANCE SHEETS

~~September 30, 2017~~March 31, 2018

(Dollars in thousands, except for share and per share data)

(Unaudited)


	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated			Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	69,431		$	—		$	—		$	—		$	69,431		$	—		$	120,122		$	—		$	—		$	—		$	120,122
Restricted cash	—			7,680			—			—			—			7,680			—			9,004			—			—			—			9,004
Accounts receivable, less allowance for doubtful accounts of $5,922	—			—			—			231,630			—			231,630
Accounts receivable, less allowance for doubtful accounts of $4,286																			—			—			212,010			—			—			212,010
Trade receivable	—			—			4,679			—			—			4,679			—			—			5,612			—			—			5,612
Asset held for sale	—			—			30,150			—			—			30,150
Prepaid expenses and other current assets	—			33,222			24,918			—			—			58,140			—			23,199			28,521			—			—			51,720
Total current assets	—			110,333			59,747			231,630			—			401,710			—			152,325			246,143			—			—			398,468
Property and equipment, net	—			11,621			145,886			—			—			157,507			—			20,550			172,772			—			—			193,322
Broadcast licenses	—			—			—			1,539,718			—			1,539,718			—			—			—			1,203,809			—			1,203,809
Other intangible assets, net	—			—			90,369			—			—			90,369			—			—			78,289			—			—			78,289
Goodwill	—			—			135,214			—			—			135,214			—			—			135,214			—			—			135,214
Investment in consolidated subsidiaries	—			3,466,078			1,002,755			—			(4,468,833		)	—			—			3,305,567			984,681			—			(4,290,248		)	—
Intercompany receivables	—			110,068			1,982,500			—			(2,092,568		)	—			—			114,148			1,800,706			—			(1,914,854		)	—
Other assets	—			16,706			143,886			288			(143,024		)	17,856			—			6,455			14,317			—			—			20,772
Total assets	$	—		$	3,714,806		$	3,560,357		$	1,771,636		$	(6,704,425	)	$	2,342,374		$	—		$	3,599,045		$	3,432,122		$	1,203,809		$	(6,205,102	)	$	2,029,874
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses	$	—		$	30,190		$	66,336		$	—		$	—		$	96,526		$	—		$	29,819		$	56,842		$	—		$	—		$	86,661
Trade payable	—			—			3,640			—			—			3,640
Total current liabilities	—			30,190			69,976			—			—			100,166			—			29,819			56,842			—			—			86,661
Long-term debt, excluding 7.75% Senior Notes, net of debt issuance cost/discounts of $24,143	—			1,705,560			—			—			—			1,705,560
7.75% Senior Notes, net of debt issuance costs of $4,335	—			605,665			—			—			—			605,665
Other liabilities	—			2,932			24,303			—			—			27,235			—			159			20			—			—			179
Intercompany payables	109,780			1,750,870			—			231,918			(2,092,568		)	—			114,148			1,800,706			—			—			(1,914,854		)	—
Accumulated losses in consolidated subsidiaries	380,411			—			—			—			(380,411		)	—			586,802			—			—			—			(586,802		)	—
Deferred income taxes										536,963			(143,024		)	393,939
Total liabilities not subject to compromise																			700,950			1,830,684			56,862			—			(2,501,656		)	86,840
Liabilities subject to compromise																			—			2,355,164			69,692			219,128			—			2,643,984
Total liabilities	490,191			4,095,217			94,279			768,881			(2,616,003		)	2,832,565			700,950			4,185,848			126,554			219,128			(2,501,656		)	2,730,824
Stockholders’ (deficit) equity:
Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 32,031,952 shares issued and 29,225,765 shares outstanding	320			—			—			—			—			320			320			—			—			—			—			320
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding	1			—			—			—			—			1			1			—			—			—			—			1
Treasury stock, at cost, 2,806,187 shares	(229,310		)	—			—			—			—			(229,310		)	(229,310		)	—			—			—			—			(229,310		)
Additional paid-in-capital	1,626,237			284,143			4,318,874			1,980,676			(6,583,693		)	1,626,237			1,626,594			280,606			4,173,435			2,204,098			(6,658,139		)	1,626,594
Accumulated (deficit) equity	(1,887,439		)	(664,554		)	(852,796		)	(977,921		)	2,495,271			(1,887,439		)
Accumulated deficit																			(2,098,555		)	(867,408		)	(867,868		)	(1,219,417		)	2,954,693			(2,098,555		)
Total stockholders’ (deficit) equity	(490,191		)	(380,411		)	3,466,078			1,002,755			(4,088,422		)	(490,191		)	(700,950		)	(586,802		)	3,305,567			984,681			(3,703,446		)	(700,950		)
Total liabilities and stockholders’ equity (deficit)	$	—		$	3,714,806		$	3,560,357		$	1,771,636		$	(6,704,425	)	$	2,342,374		—			3,599,045			3,432,122			1,203,809			(6,205,102		)	2,029,874

CUMULUS MEDIA INC.

(Debtor-In-Possession)

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, ~~2016~~2017

(Dollars in thousands, except for share and per share data)

(Unaudited)


	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated			Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	131,259		$	—		$	—		$	—		$	131,259		$	—		$	102,891		$	—		$	—		$	—		$	102,891
Restricted cash	—			8,025			—			—			—			8,025			—			8,999			—			—			—			8,999
Accounts receivable, less allowance for doubtful accounts of $4,691	—			—			—			231,585			—			231,585
Accounts receivable, less allowance for doubtful accounts of $4,322																			—			—			235,247			—			—			235,247
Trade receivable	—			—			4,985			—			—			4,985			—			—			4,224			—			—			4,224
Asset held for sale	—			—			30,150			—			—			30,150
Prepaid expenses and other current assets	—			17,321			16,602			—			—			33,923			—			25,393			16,866			—			—			42,259
Total current assets	—			156,605			51,737			231,585			—			439,927			—			137,283			256,337			—			—			393,620
Property and equipment, net	—			4,431			157,632			—			—			162,063			—			14,404			177,200			—			—			191,604
Broadcast licenses	—			—			—			1,540,183			—			1,540,183			—			—			—			1,203,809			—			1,203,809
Other intangible assets, net	—			—			116,499			—			—			116,499			—			—			82,994			—			—			82,994
Goodwill	—			—			135,214			—			—			135,214			—			—			135,214			—			—			135,214
Investment in consolidated subsidiaries	—			3,348,992			1,012,947			—			(4,361,939		)	—			—			3,323,713			984,559			—			(4,308,272		)	—
Intercompany receivables	—			103,593			1,848,263			—			(1,951,856		)	—			—			111,964			1,800,539			—			(1,912,503		)	—
Other assets	—			21,631			135,996			364			(139,186		)	18,805			—			6,507			13,571			—			—			20,078
Total assets	$	—		$	3,635,252		$	3,458,288		$	1,772,132		$	(6,452,981	)	$	2,412,691		$	—		$	3,593,871		$	3,450,414		$	1,203,809		$	(6,220,775	)	$	2,027,319
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses	$	—		$	19,994		$	76,247		$	—		$	—		$	96,241		$	—		$	8,653		$	27,504		$	—		$	—		$	36,157
Trade payable	—			—			4,550			—			—			4,550
Total current liabilities	—			19,994			80,797			—			—			100,791			—			8,653			27,504			—			—			36,157
Long-term debt, excluding 7.75% Senior Notes, net of debt issuance costs/discounts of $29,909	—			1,780,357			—			—			—			1,780,357
7.75% Senior Notes, net of debt issuance costs of $6,200	—			603,800			—			—			—			603,800
Other liabilities	—			2,932			28,499			—			—			31,431			—			53			1			—			—			54
Intercompany payables	103,229			1,616,678			—			231,949			(1,951,856		)	—			111,964			1,800,539			—			—			(1,912,503		)	—
Accumulated losses in consolidated subsidiaries	388,509			—			—			—			(388,509		)	—
Deferred income taxes	—			—			—			527,236			(139,186		)	388,050
Estimated losses on investment																			584,151			—			—			—			(584,151		)	—
Total liabilities not subject to compromise																			696,115			1,809,245			27,505			—			(2,496,654		)	36,211
Liabilities subject to compromise																			—			2,368,777			99,196			219,250			—			2,687,223
Total liabilities	491,738			4,023,761			109,296			759,185			(2,479,551		)	2,904,429			696,115			4,178,022			126,701			219,250			(2,496,654		)	2,723,434
Stockholders’ (deficit) equity:
Stockholders’ equity (deficit):
Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 32,031,952 shares issued and 29,225,765 shares outstanding	320			—			—			—			—			320			320			—			—			—			—			320
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding	1			—			—			—			—			1			1			—			—			—			—			1
Treasury stock, at cost, 2,806,187 shares	(229,310		)	—			—			—			—			(229,310		)	(229,310		)	—			—			—			—			(229,310		)
Additional paid-in-capital	1,624,815			275,107			4,191,057			1,991,009			(6,457,173		)	1,624,815			1,626,428			279,811			4,215,794			2,203,511			(6,699,116		)	1,626,428
Accumulated (deficit) equity	(1,887,564		)	(663,616		)	(842,065		)	(978,062		)	2,483,743			(1,887,564		)	(2,093,554		)	(863,962		)	(892,081		)	(1,218,952		)	2,974,995			(2,093,554		)
Total stockholders’ (deficit) equity	(491,738		)	(388,509		)	3,348,992			1,012,947			(3,973,430		)	(491,738		)	(696,115		)	(584,151		)	3,323,713			984,559			(3,724,121		)	(696,115		)
Total liabilities and stockholders’ equity (deficit)	$	—		$	3,635,252		$	3,458,288		$	1,772,132		$	(6,452,981	)	$	2,412,691		$	—		$	3,593,871		$	3,450,414		$	1,203,809		$	(6,220,775	)	$	2,027,319

CUMULUS MEDIA INC.

(Debtor-In-Possession)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2018

(Dollars in thousands)

(Unaudited)


	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated			Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Cash flows from operating activities:
Net (loss) income	$	(449	)	$	(938	)	$	(10,731	)	$	141		$	11,528		$	(449	)	$	(5,001	)	$	(3,446	)	$	24,213		$	(465	)	$	(20,302	)	$	(5,001	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	—			902			46,708			—			—			47,610			—			249			11,732			—			—			11,981
Amortization of debt issuance costs/discounts	—			7,490			—			171			—			7,661
Provision for doubtful accounts	—			—			4,770			—			—			4,770			—			—			1,105			—			—			1,105
Gain on sale of assets or stations	—			—			(2,585		)	—			—			(2,585		)
Loss on sale of assets or stations																			—			—			11			—			—			11
Deferred income taxes	(7,040		)	(141,059		)	156,598			(2,036		)	—			6,463			(629		)	(11,188		)	11,887			(188		)	—			(118		)
Stock-based compensation expense	—			1,422			—			—			—			1,422			—			166			—			—			—			166
Loss on early extinguishment of debt	—			1,063			—			—			—			1,063
(Earnings) loss from consolidated subsidiaries	938			10,731			(141		)	—			(11,528		)	—
Loss (earnings) from consolidated subsidiaries																			3,446			(24,213		)	465			—			20,302			—
Changes in assets and liabilities	2,171			198,131			(233,856		)	1,724			—			(31,830		)	(2,196		)	88,741			(46,970		)	653			—			40,228
Net cash (used in) provided by operating activities	(4,380		)	77,742			(39,237		)	—			—			34,125			(4,380		)	50,309			2,443			—			—			48,372
Cash flows from investing activities
Proceeds from sale of assets or stations	—			—			6,090			—			—			6,090
Restricted cash	—			345			—			—			—			345
Cash flows from investing activities:
Capital expenditures	—			(8,092		)	(12,553		)	—			—			(20,645		)	—			(6,395		)	(2,610		)	—			—			(9,005		)
Net cash used in investing activities	—			(7,747		)	(6,463		)	—			—			(14,210		)	—			(6,395		)	(2,610		)	—			—			(9,005		)
Cash flows from financing activities:
Intercompany transactions, net	4,380			(50,080		)	45,700			—			—			—			4,380			(4,547		)	167			—			—			—
Repayments of borrowings under term loans and revolving credit facilities	—			(81,652		)	—			—			—			(81,652		)
Deferred financing costs	—			(91		)	—			—			—			(91		)
Adequate protection payments on term loan																			—			(22,131		)	—			—			—			(22,131		)
Net cash provided by (used in) financing activities	4,380			(131,823		)	45,700			—			—			(81,743		)	4,380			(26,678		)	167			—			—			(22,131		)
Decrease in cash and cash equivalents	—			(61,828		)	—			—			—			(61,828		)
Cash and cash equivalents at beginning of period	—			131,259			—			—			—			131,259
Cash and cash equivalents at end of period	$	—		$	69,431		$	—		$	—		$	—		$	69,431
Increase in cash and cash equivalents and restricted cash																			—			17,236			—			—			—			17,236
Cash and cash equivalents and restricted cash at beginning of period																			$	—		$	111,890		$	—		$	—		$	—		$	111,890
Cash and cash equivalents and restricted cash at end of period																			$	—		$	129,126		$	—		$	—		$	—		$	129,126

CUMULUS MEDIA INC.

(Debtor-In-Possession)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~Nine~~Three Months Ended ~~September 30, 2016~~March 31, 2017

(Dollars in thousands)

(Unaudited)


	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated			Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Cash flows from operating activities:
Net income (loss)	$	32,958		$	36,878		$	117,962		$	(1,195	)	$	(153,645	)	$	32,958
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Net (loss) income																			$	(7,395	)	$	(6,209	)	$	17,492		$	(151	)	$	(11,132	)	$	(7,395	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	—			1,219			66,804			—			—			68,023			—			303			15,979			—			—			16,282
Amortization of debt issuance costs/discount	—			7,183			—			142			—			7,325
Amortization of debt issuance costs/discounts																			—			2,463			—			47			—			2,510
Provision for doubtful accounts	—			—			1,188			—			—			1,188			—			—			709			—			—			709
Gain on sale of assets or stations	—			—			(97,155		)	—			—			(97,155		)	—			—			(2,606		)	—			—			(2,606		)
Impairment of intangible assets and goodwill	—			—			1,816			—			—			1,816
Deferred income taxes	(2,613		)	(51,219		)	79,620			(702		)	—			25,086			(998		)	(19,753		)	14,848			(127		)	—			(6,030		)
Stock-based compensation expense	—			2,403			—			—			—			2,403			—			538			—			—			—			538
(Loss) earnings from consolidated subsidiaries	(36,878		)	(117,962		)	1,195			—			153,645			—
Loss (earnings) from consolidated subsidiaries																			6,209			(17,492		)	151			—			11,132			—
Changes in assets and liabilities	—			295,419			(306,539		)	1,755			—			(9,365		)	—			108,895			(93,709		)	231			—			15,417
Net cash (used in) provided by operating activities	(6,533		)	173,921			(135,109		)	—			—			32,279			(2,184		)	68,745			(47,136		)	—			—			19,425
Cash flows from investing activities:
Cash flows from investing activities
Proceeds from sale of assets or stations	—			—			106,935			—			—			106,935			—			—			6,090			—			—			6,090
Restricted cash	—			3,431			—			—			—			3,431			—			—			—			—			—			—
Capital expenditures	—			(868		)	(15,836		)	—			—			(16,704		)	—			(2,441		)	(3,295		)	—			—			(5,736		)
Net cash provided by investing activities	—			2,563			91,099			—			—			93,662
Net cash (used in) provided by investing activities																			—			(2,441		)	2,795			—			—			354
Cash flows from financing activities:
Intercompany transactions, net	6,530			(50,540		)	44,010			—			—			—			2,184			(46,525		)	44,341			—			—			—
Proceeds from exercise of warrants	3			—			—			—			—			3
Deferred financing costs																			—			(94		)	—			—			—			(94		)
Net cash provided by (used in) financing activities	6,533			(50,540		)	44,010			—			—			3			2,184			(46,619		)	44,341			—			—			(94		)
Increase in cash and cash equivalents	—			125,944			—			—			—			125,944			—			19,685			—			—			—			19,685
Cash and cash equivalents at beginning of period	—			31,657			—			—			—			31,657			—			139,284			—			—			—			139,284
Cash and cash equivalents at end of period	$	—		$	157,601		$	—		$	—		$	—		$	157,601		$	—		$	158,969		$	—		$	—		$	—		$	158,969

~~12.~~13. Condensed Combined Debtors' Financial Information

The financial statements below represent the condensed combined financial statements of the Debtors. For the three months ended March 31, 2018, the Company’s Non-Filing Entities, which are comprised of the Company's FCC license holding entities, are accounted for as non-consolidated subsidiaries in these financial statements and, as such, their net loss is included as “Equity in earnings of non-filing entities, net of tax” in the Debtors’ Statement of Operations and their net assets are included as “Investment in non-filing entities” in the Debtors’ Balance Sheet.

Intercompany transactions among the Debtors have been eliminated in the financial statements contained herein. Intercompany transactions among the Debtors and the Non-Filing Entities have not been eliminated in the Debtors’ financial statements.

Debtors' Balance Sheet

(Dollars in thousands, except for share data)



	As of March 31, 2018
Assets
Current assets:
Cash and cash equivalents	$	120,122
Restricted cash	9,004
Accounts receivable, less allowance for doubtful accounts of $4,286	212,010
Trade receivable	5,612
Prepaid expenses and other current assets	51,720
Total current assets	398,468
Property and equipment, net	193,322
Other intangible assets, net	78,289
Goodwill	135,214
Investment in non-filing entities	1,203,809
Other assets	20,772
Total assets	2,029,874
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	86,661
Total current liabilities not subject to compromise	86,661
Other liabilities	179
Total liabilities not subject to compromise	86,840
Liabilities subject to compromise	2,643,984
Total liabilities	2,730,824
Stockholders’ deficit:
Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 32,031,952 shares issued and 29,225,765 shares outstanding	320
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding	1
Treasury stock, at cost, 2,806,187 shares	(229,310		)
Additional paid-in-capital	1,626,594
Accumulated deficit	(2,098,555		)
Total stockholders’ deficit	(700,950		)
Total liabilities and stockholders’ deficit	$	2,029,874

Debtors' Statement of Operations

(Dollars in thousands)



	Three Months Ended March 31, 2018
Net revenue	$	263,679
Operating expenses:
Content costs	99,815
Selling, general & administrative expenses	114,481
Depreciation and amortization	11,981
LMA fees	1,107
Corporate expenses (including stock-based compensation expense of $166)	10,487
Loss on sale or disposal of assets or stations	11
Total operating expenses	237,882
Operating income	25,797
Non-operating expense:
Reorganization items, net	(30,167		)
Interest expense, net	(99		)
Other income, net	3
Total non-operating expense, net	(30,263		)
Loss before income taxes	(4,466		)
Income tax benefit	(70		)
Loss from operations	(4,536		)
Equity in earnings of non-filing entities	(465		)
Net loss	$	(5,001	)

Debtors' Statement of Cash Flows

(Dollars in thousands)



	Three Months Ended March 31, 2018
Cash flows from operating activities:
Net loss	$	(5,001	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	11,981
Provision for doubtful accounts	1,105
Loss on sale or disposal of assets or stations	11
Deferred income taxes	70
Stock-based compensation expense	166
Equity in earnings of non-filing entities	465
Changes in assets and liabilities (excluding acquisitions and dispositions):	39,575
Net cash provided by operating activities	48,372
Cash flows from investing activities:
Capital expenditures	(9,005		)
Net cash used in investing activities	(9,005		)
Cash flows from financing activities:
Adequate protection payments on term loan	(22,131		)
Net cash used in financing activities	(22,131		)
Increase in cash and cash equivalents and restricted cash	17,236
Cash and cash equivalents and restricted cash at beginning of period	111,890
Cash and cash equivalents and restricted cash at end of period	$	129,126

14. Segment Data

The Company operates in two reportable segments, for which there is discrete financial information available and whose operating results are reviewed by the chief operating decision ~~maker.~~maker, the Radio Station Group and Westwood One. Radio Station Group revenue is derived primarily from the sale of broadcasting time to local, regional, and national advertisers. Westwood One revenue is generated primarily through network advertising. Corporate includes overall executive, administrative and support functions for both of the Company's reportable segments, including programming, accounting, finance, legal, human resources and information technology functions.

The Company presents segment adjusted EBITDA ("Adjusted EBITDA") as this is the financial metric by which management and the chief operating decision maker allocate resources of the Company and analyze the performance of the Company’s reportable segments. Management also uses this measure to determine the contribution of the Company's core operations to the funding of its corporate resources utilized to manage operations and non-operating expenses including debt service and acquisitions. In addition, ~~segment~~ Adjusted EBITDA ~~excluding the impact of local marketing agreement fees,~~ is a key metric for purposes of calculating and determining compliance with certain covenants contained in the Company's Credit Agreement.

The Company excludes from Adjusted EBITDA items not related to core operations and those that are non-cash including: depreciation, amortization, stock-based compensation expense, gain or loss on the exchange, sale, or ~~sale~~disposal of any assets or stations, early extinguishment of debt, local marketing agreement fees (as such fees are excluded from the definition of such term for purposes of calculating covenant compliance under the credit agreement), expenses relating to acquisitions, ~~and~~ restructuring costs, reorganization items and non-cash impairments of ~~assets.~~assets, if any.

Management believes that Adjusted EBITDA, although not a measure that is calculated in accordance with GAAP, is commonly employed by the investment community as a measure for determining the market value of a media company and comparing the operational and financial performance among media companies. Management has also observed that Adjusted EBITDA is routinely utilized to evaluate and negotiate the potential purchase price for media companies. Given the relevance to our overall value, management believes that investors consider the metric to be extremely useful.

Adjusted EBITDA should not be considered in isolation or as a substitute for net ~~income (loss),~~loss, operating income, cash flows from operating activities or any other measure for determining the Company’s operating performance or liquidity that is calculated in accordance with GAAP. In addition, Adjusted EBITDA may be defined or calculated differently by other companies, and comparability may be limited.

The Company’s financial data by segment is presented in the tables ~~below:~~ below (in thousands):

Three Months Ended September 30, 2017
Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $ 202,852
$ 83,778
$ 610
$ 287,240



	Three Months Ended March 31, 2018
	Radio Station Group		Westwood One		Corporate and Other		Consolidated
Net revenue	$	168,225	$	94,790	$	664	$	263,679

Three Months Ended September 30, 2016
Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $ 206,199
$ 79,413
$ 524
$ 286,136



	Three Months Ended March 31, 2017
	Radio Station Group		Westwood One		Corporate and Other		Consolidated
Net revenue	$	173,603	$	89,855	$	572	$	264,030

Nine Months Ended September 30, 2017
Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $ 585,050
$ 254,867
$ 1,884
$ 841,801

Nine Months Ended September 30, 2016
Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $ 592,640
$ 247,507
$ 1,712
$ 841,859

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Adjusted EBITDA by segment
     Radio Station Group $ 54,660
$ 56,237
$ 153,571
$ 159,278
     Westwood One 17,082
(2,689 ) 42,993
17,998
Segment Adjusted EBITDA 71,742
53,548
196,564
177,276
Adjustments
     Corporate and other expense (9,977 ) (9,664 ) (28,665 ) (28,278 )
     Income tax expense (5,257 ) (32,788 ) (6,465 ) (24,904 )
     Non-operating expense, including net interest expense (35,336 ) (33,908 ) (103,700 ) (101,934 )
     Local marketing agreement fees (2,717 ) (2,481 ) (8,137 ) (10,351 )
     Depreciation and amortization (15,208 ) (21,957 ) (47,610 ) (68,023 )
     Stock-based compensation expense (354 ) (735 ) (1,422 ) (2,403 )
     Gain on sale of assets or stations 83
94,014
2,585
97,155
     Impairment of intangible assets —
—
—
(1,816 )
     Loss on early extinguishment of debt (1,063 ) —
(1,063 ) —
     Acquisition-related and restructuring costs (499 ) 450
(2,116 ) (3,237 )
     Franchise and state taxes (140 ) (158 ) (420 ) (527 )
Consolidated net income $ 1,274
$ 46,321
$ (449 ) $ 32,958

~~13. Subsequent Event~~

As previously disclosed, the Company, with the assistance of outside advisors, is in private discussions with its lenders and noteholders to proactively restructure its balance sheet and reduce its debt. In connection with the Company’s ongoing discussions with creditors, on October 30, 2017, the Restructuring Committee of the Board of Directors authorized the Company to forgo the scheduled interest payment on the 7.75% Senior Notes due on November 1, 2017, thereby entering into the applicable 30-day grace period under the terms of the Indenture. This nonpayment constitutes a “default” under the terms of the Indenture, which matures into an “Event of Default” if such “default” is not cured or waived before the expiration of the 30-day grace period on December 1, 2017. Upon the occurrence of an Event of Default, the trustee under the Indenture, or the holders of a specified percentage of 7.75% Senior Notes, may declare all outstanding amounts immediately due and payable. Such an Event of Default would also constitute an event of default under the Credit Agreement, which would give the lenders thereunder the right to declare all amounts outstanding under the Credit Agreement to be immediately due and payable.

In the event we are not able to satisfactorily restructure or refinance our debt obligations, or the lenders under our Senior Credit Agreement, or the trustee or the holders of our 7.75% Senior Notes, accelerate the amounts due thereunder, we may seek protection from creditors under Chapter 11 of the U.S. Bankruptcy Code. Any such action could result in a significant or complete loss of value to the holders of our common stock.



	Three Months Ended March 31,
	2018			2017
Adjusted EBITDA by segment
Radio Station Group	$	36,186		$	39,038
Westwood One	12,656			8,969
Segment Adjusted EBITDA	48,842			48,007
Adjustments to reconcile to GAAP measure
Corporate and other expense	(8,573		)	(9,274		)
Income tax benefit	118			6,026
Non-operating expense, including net interest expense	(96		)	(33,943		)
Local marketing agreement fees	(1,107		)	(2,707		)
Depreciation and amortization	(11,981		)	(16,282		)
Stock-based compensation expense	(166		)	(538		)
(Loss) gain on sale or disposal of assets or stations	(11		)	2,606
Reorganization items, net	(30,167		)	—
Acquisition-related and restructuring costs	(1,721		)	(1,150		)
Franchise and state taxes	(139		)	(140		)
Consolidated GAAP net loss	$	(5,001	)	$	(7,395	)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

In the following Management's Discussion and Analysis, we provide information regarding the following areas:



l	General Overview;
l	Results of Operations; and
l	Liquidity and Capital Resources.

General Overview

The following discussion of our financial condition and results of operations should be read in conjunction with the other information contained in this Form 10-Q, including our unaudited ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements and notes thereto ~~included elsewhere~~beginning on page 8 in this ~~quarterly report and~~Form 10-Q, as well as our audited ~~consolidated financial statements~~Consolidated Financial Statements and notes thereto continued in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017 filed with the SEC. This discussion, as well as various other sections of this ~~quarterly report,~~10-Q, contains and refers to statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such statements are any statements other than those of historical fact and relate to our intent, belief or current expectations primarily with respect to our future operating, financial and strategic performance. Any such forward-looking statements are not guarantees of future performance and may involve risks and uncertainties. ~~Historical operating results are not necessarily indicative of future operating results.~~ Actual ~~future~~ results may differ from those contained in or implied by the forward-looking statements as a result of various factors including, but not limited to, risks and uncertainties relating to the need for additional funds to service our debt and to execute our business strategy, our need to restructure or refinance our debt and the terms on which any such restructuring or refinancing may be completed, including through any court-approved restructuring, our ability to access borrowings under our revolving credit facility, further reductions in revenue from market pressures or otherwise, our ability from time to time to renew one orfactors. For more of our broadcast licenses, changes in interest rates, changes in the fair value of our investments, the timing of, and our ability to complete any acquisitions or dispositions pending from time to time, costs and synergies resulting from the integration of any completed acquisitions, our ability to effectively manage costs, our ability to drive and manage growth, the popularity of radio as a broadcasting and advertising medium, changing consumer tastes, the impact of general economic conditions in the United States or in specific markets in which we currently do business, industry conditions, including existing competition and future competitive technologies and cancellation, disruptions or postponements of advertising schedules in response to national or world events, our ability to generate revenues from new sources, including local commerce and technology-based initiatives, the impact of regulatory rules or proceedings that may affect our business from time to time, our ability to successfully appeal the notice of delisting our Class A common stock from the NASDAQ stock market ("NASDAQ"), the future write off of any material portion of the fair value of our FCC broadcast licenses and goodwill, and other risk factors described from time to timeinformation, see "Cautionary Statements Regarding Forward-Looking Statements" in our ~~filings with the Securities and Exchange Commission, including our~~Annual Report on Form 10-K for the year ended December 31, ~~2016 (the “2016 Form 10-K”) and any subsequent filings. Many of these risks and uncertainties are beyond our control, and~~2017 filed with the ~~unexpected occurrence or failure to occur of any such events or matters could significantly alter our actual results of operations or financial condition.~~SEC.

For additional information about certain of the matters discussed and described in the following ~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations, including certain defined terms used herein, see the notes to the ~~accompanying~~ unaudited ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements included elsewhere in this ~~quarterly report.~~Form-10-Q. In addition, for information relating to our current expectations for liquidity and capital structure upon our emergence from chapter 11 of the Bankruptcy Code, see Note 1, "Description of Business, Interim Financial Data and Basis of Presentation." No assurances can be provided that our actual liquidity and capital structure will not differ materially from our expectations set out therein.

~~Our Business~~

Current Bankruptcy Proceedings; Liquidity and ~~Operating Overview~~Going Concern Considerations

~~A leader~~On November 29, 2017 (the "Petition Date"), the Company and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Petitions”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the ~~radio broadcasting industry,~~United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors' chapter 11 cases are being jointly administered under the caption In re Cumulus Media ~~combines high-quality local programming with iconic, nationally syndicated media, sports and entertainment brands to deliver premium content choices~~Inc., et al, Case No. 17-13381.

Immediately prior to the ~~245 million people reached each week through its 446 owned-and-operated stations broadcasting in 90 US media markets (including eight~~commencement of the ~~top 10)~~case the Debtors entered into a Restructuring Support Agreement (the “Restructuring Support Agreement”) with certain creditors (the “Consenting Creditors”) under that certain Amended and Restated Credit Agreement, dated as of December 23, 2013 (the “Credit Agreement”), ~~approximately 8,000 broadcast radio stations affiliated with its Westwood One network~~by and ~~numerous digital channels. Together,~~among the ~~Cumulus/Westwood One platforms make~~Company, Cumulus Media ~~one~~Holdings Inc. ("Cumulus Holdings"), as borrower, JPMorgan Chase Bank, N.A., as administrative agent, the lenders party thereto from time to time, and Crestview Radio Investors, LLC and certain of its affiliates (the “Consenting Equityholders”). The Restructuring Support Agreement contemplates the implementation of a financial restructuring of the ~~few media companies that can provide advertisers with national reach and local impact. Cumulus/Westwood One is the exclusive radio broadcast partner to some~~Debtors (as described below) through a conversion of more than $1.0 billion of the ~~largest brands in sports, entertainment, news~~Company’s funded debt into equity (collectively, the “Restructuring”). On May 10, 2018 the Court entered an order confirming the joint plan of reorganization (the “Plan”) under chapter 11 of the Bankruptcy Code.

The Company filed certain motions and ~~talk, including~~applications intended to limit the ~~NFL,~~disruption of the ~~NCAA,~~bankruptcy proceedings on its operations (the "First Day Motions"). On December 1, 2017, the ~~Masters,~~Bankruptcy Court approved these motions and applications the ~~Olympics,~~Debtors filed on the ~~GRAMMYs,~~Petition Date, certain of which were approved on an interim basis. On December 21, 2017, the ~~Academy~~Bankruptcy Court approved all of ~~Country Music Awards,~~ the ~~American Music Awards,~~Company’s First Day Motions on a final basis. Pursuant to the ~~Billboard Music Awards, Westwood One News,~~First Day Motions, and ~~more. Additionally, it~~subject to certain terms and dollar limits included therein, the Company was authorized to continue to use its unrestricted cash on hand, as well as all cash generated from daily operations, which is being used to continue the ~~nation's leading provider~~Company’s operations without interruption during the course of ~~country music~~its restructuring proceedings. Also pursuant to the First Day Motions, the Company received Bankruptcy Court authorization to, among other things and ~~lifestyle content through its NASH brand, which serves country fans nationwide through radio programming, exclusive digital content,~~subject to the terms and ~~live events. For more information, visit~~ ~~www.cumulus.com~~.

~~Liquidity Considerations~~

Historically, our principal needs for funds have been for acquisitions, expenses associated with our station, network advertising and corporate operations, capital expenditures, and interest and debt service payments. We believe that our funding needsconditions set forth in the ~~future~~applicable orders, pay certain pre-petition employee wages, salaries, health benefits and other employee obligations during its restructuring, pay certain claims relating to on-air talent and taxes, continue its cash management programs and insurance policies, as well as continue to honor its current customer programs. The Company is authorized under the Bankruptcy Code to pay post-petition expenses incurred in the ordinary course of business without seeking Bankruptcy Court approval. Until the Plan is effective, the Debtors will continue to manage their properties and operate their businesses as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.

Pursuant to the Plan, a new corporation ("Reorganized Borrower") will acquire substantially all of the assets of the Company (other than the stock of Cumulus Media Holdings Inc.) and Cumulus Media Holdings Inc. In the transaction, Term Loan Claims will receive their pro rata share of approximately $1.3 billion in principal amount of New First Lien Term Loans maturing in 2022 (the “New First Lien Debt”) and 83.5% of the issued and outstanding amount of common stock (the “Reorganized Common Equity”) issued by Reorganized Borrower's indirect parent (“Reorganized Cumulus”), subject to dilution by any Reorganized Common Equity issued pursuant to a post-emergence equity Management Incentive Compensation Plan (the “MIP”). Holders of unsecured claims against the Company, including claims arising from the Company’s 7.75% Senior Notes due 2019 (the “Notes”), will receive, in the aggregate, 16.5% of the Reorganized Common Equity, subject to dilution by the MIP. The New First Lien Debt will accrue interest at the London Inter-bank Offered Rate ("LIBOR") plus 4.50% per annum, subject to a LIBOR floor of 1.00% or, at Reorganized Borrower's option, an alternate base rate plus 3.50% per annum, subject to an alternate base rate floor of 2.00%. Reorganized Borrower will be permitted to enter into a revolving credit facility or receivables facility providing commitments of up to $50.0 million. The New First Lien Debt will amortize in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of the New First Lien Debt with the balance payable on the maturity date. Reorganized Borrower will be able to voluntarily prepay the New First Lien Debt in whole or in part without premium or penalty, except that any prepayment during the period of six months following the issuance of the New First Lien Debt would require a premium equal to 1.00% of the prepaid principal amount. Certain mandatory prepayments on the New First Lien Debt will be required upon the occurrence of specified events as set forth in the Credit Agreement, including upon the sale of certain assets and from excess cash flow as defined. The New First Lien Debt will not have any financial maintenance covenants. The other terms and conditions of the New First Lien Debt will generally be similar to those set forth in the Credit Agreement, except as set forth in the term sheet attached to the Restructuring Support Agreement (the "Term Sheet"). The New First Lien Debt will be secured by first priority security interests in substantially all the assets of Reorganized Borrower and the Guarantors (as defined below) in a manner substantially consistent with the Credit Agreement, subject to the terms of the Term Sheet. In addition, the direct parent of Reorganized Cumulus (the “Parent”) and all present and future wholly-owned subsidiaries of the Parent, subject to exceptions that are substantially consistent with those set forth in the Credit Agreement, will guarantee the New First Lien Debt. The Plan contemplates that the Board of Directors of Reorganized Cumulus will consist of the President and Chief Executive Officer of the Company and six directors chosen by the Consenting Creditors. On May 10, 2018, the Court entered an order confirming the Plan. The Company expects to emerge from Chapter 11 before the end of the second quarter, after the conditions to the Plan are satisfied.

As of March 31, 2018, the Company had $120.1 million of cash and cash equivalents. The Company generated positive cash flows from operating activities of $48.4 million and $19.4 million for ~~substantially similar matters.~~the three months ended March 31, 2018 and 2017, respectively.

~~Our~~Prior to the filing of the Bankruptcy Petitions, our principal sources of funds ~~have~~had primarily been cash flow from operations and borrowings under credit facilities in existence from time to time. Our cash flow from operations isremains subject to factors such as fluctuations in ~~preferred~~ advertising media preferences and changes in demand caused by shifts in population, station listenership, demographics and audience tastes. In addition, our cash flows may be affected if customers are not able to pay, or delay payment of, accounts receivable that are owed to us, which risks may be exacerbated in challenging or otherwise uncertain economic periods. In recent periods, the Company has experienced reductions in revenue and profitability from prior historical periods because of continuing market revenue pressures and cost escalations built into certain contracts. As disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2016, as part of the Company’s annual impairment analysis, the Company reduced its forecasted revenue and profitability. This reduction was based on a number of factors including overall industry trends and the Company’s actual performance in 2016. Management has taken steps to mitigate these risks and reductions through renewed business generation activities and cost containment initiatives, although we can provide no assurances as to the longer-term success of these efforts. In addition,Notwithstanding this, we believe that our national platform and extensive station portfolio representing a broad diversity in format, listener base, geography, and advertiser base helps us maintain a more stable revenue stream by reducing our dependence on any single demographic, region or industry. Future reductions in revenue or profitability are possible and could have a material adverse effect on the Company's results of operations, financial condition or liquidity. From time to time we have evaluated, and expect that we will continue to evaluate, opportunities to obtain additional public or private capital from the divestiture of radio stations or other assets that are not a part of, or do not complement, our strategic operations, as well as the issuance of equity and/or debt securities, in each case subject to market and other conditions in existence at that time. For the nine months ended September 30, 2017, the Company generated $34.1 million in cash from operations.

From time to time we have evaluated, and expect that we will continue to evaluate, opportunities to obtain additional ~~public or private~~ capital from the divestiture of radio stations or other assets where the net value accretion realized in a sale exceeds the value that management believes could be realized over time by continuing to operate the assets, or that are not a part of, or do not complement, our strategic operations, ~~as well as the issuance of equity and/or debt securities, in each case~~ subject to market and other conditions in existence at that time.

W~~e are party to various agreements intended to supplement our cash flows from operations. Our~~As of March 31, 2018, the Company had a $1.7 billion term loan (the "Term Loan") outstanding under its Amended and Restated Credit Agreement, dated as of December 23, 2013 (the "Credit Agreement"), ~~consists of a term loan (the “Term Loan”) maturing in December 2020~~ and ~~a $200.0 million revolving credit facility (the "Revolving Credit Facility"), with a $30.0 million sublimit for letters of credit maturing in December 2018.~~

~~On August 29, 2017, we used proceeds from the sale of certain land an buildings to repay approximately $81.7~~$610.0 million of ~~Term Loan borrowings. At September 30, 2017 and December 31, 2016, the Company had $1.729 billion and $1.810 billion, respectively,~~7.75% Senior Notes (the "Senior Notes") outstanding. Amounts outstanding under the Term Loan ~~and no amounts outstanding under the Revolving Credit Facility.~~

The Company's outstanding $610.0 million of 7.75% senior notes due 2019 (the "7.75% Senior Notes") mature on May 1, 2019. Notwithstanding the stated maturity date of the Term Loan, as a result of a springing maturity provision, if on January 30, 2019, the aggregate principal amount of 7.75% Senior Notes outstanding exceeds $200.0 million, the Term Loan maturity date will be acceleratedare scheduled to ~~January 30, 2019.~~

In the event amounts are outstanding under the Revolving Credit Facility or any letters of credit are outstanding that have not been collateralized by cash as of the end of each quarter, the Credit Agreement requires compliance with a consolidated first lien leverage ratio covenant. The required ratio at September 30, 2017 was 4.25 to 1.0, and that ratio periodically decreases until it reaches 4.0 to 1.0 on March 31, 2018. As we currently have no borrowings outstanding under the Revolving Credit Facility, we are not required to comply with that ratio. However, as of September 30, 2017, our actual leverage ratio exceeded the required ratio.

We are also party to a five-year, $50.0 million revolving accounts receivable securitization facility entered into on December 6, 2013 (the “Securitization Facility”) with Wells Fargo (as successor to General Electric Capital Corporation), as a lender, swing line lender and administrative agent (together with any other lenders party thereto from time to time, the “Lenders”). Pursuant to a Receivables Sale and Servicing Agreement, dated as of December 6, 2013 (the “Sale Agreement”), certain subsidiaries of the Company sell and/or contribute their existing and future accounts receivable to a special purpose entity and wholly-owned subsidiary of the Company (the “SPV”). The SPV may thereafter make borrowings from the Lenders, which borrowings are secured by those receivables, pursuant to an Amended and Restated Receivables Funding and Administration Agreement, dated as of March 15, 2017.

At September 30, 2017, our long-term debt consisted of $1.729 billion outstanding under the Term Loan and $610.0 million in 7.75% Senior Notes. No amounts were outstanding under the Revolving Credit Facility or the Securitization Facility.

On January 3, 2014 (the "Commencement Date”), Merlin Media, LLC (“Merlin”) and the Company entered into a local marketing agreement. Under this local marketing agreement, the Company is responsible for operating two FM radio stations in Chicago, Illinois, for monthly fees payable to Merlin of approximately $0.3 million, $0.4 million, $0.5 million and $0.6 million in the first, second, third and fourth years following the Commencement Date, respectively, in exchange for the Company retaining the operating profits from these radio stations.

The Company and Merlin also entered into an agreement pursuant to which the Company had the right to purchase these two FM radio stations until October 5, 2017 for an amount in cash equal to the greater of (i) $70.0 million minus the aggregate amount of monthly fees paid by the Company on or prior to the earlier of the closing date or the date that is four years after the Commencement Date; or (ii) $50.0 million. Conversely, Merlin has the right to require the Company to purchase these two FM radio stations at any time during a ten business day period commencing October 6, 2017 for $71.0 million, minus the aggregate amount of monthly fees paid by the Company on or prior to the earlier of the closing date and January 2, 2018.

~~On October 6, 2017, Merlin notified the Company that it was exercising the right to require the Company to acquire the stations.~~

In accordance with the requirements of Accounting Standards Update (“ASU”), or ASU 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40), or ASC 205-40, the Company has the responsibility to evaluate at each reporting period, including interim periods, whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations. In its evaluation for this report, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due for 12 months following the date of issuance of this Quarterly Report on Form 10-Q.

As of September 30, 2017, the Company had $69.4 million of cash and cash equivalents and $50.0 million of availability under its Securitization Facility. The Company has generated positive cash flows from operating activities of $34.1 million and $32.3 million for the nine months ended September 30, 2017 and 2016, respectively. The Company expects it will continue to generate positive cash flows from operating activities in the fourth quarter of 2017 and full year 2018. Although the servicing of the Company’s debt obligations requires a substantial amount of the cash generated, the Company anticipates that its current capital resources will enable it to meet its anticipated debt service obligations, operational expenses and capital expenditures through at least the third quarter of calendar year 2018, assuming that the Company’s lenders and other creditors do not accelerate any amounts due to them, as described in more detail below.

~~Amounts outstanding under the Term Loan~~ mature on December 23, 2020 and the 7.75% Senior Notes mature on May 1, 2019. Notwithstanding these maturity dates, and as disclosed further in Note 6, the Credit Agreement includes a springing maturity provision that provides that if on January 30, 2019 the aggregate principal amount of 7.75% Senior Notes outstanding exceeds $200.0 million, the maturity date of the ~~Term Loan~~term loan will be accelerated to January 30, 2019. IfWhile the Company's Plan has been approved, the Company has not yet emerged from bankruptcy and if the Company is unable to ~~refinance or extend its term loan or the 7.75% Senior Notes, or~~ take ~~other~~ steps to create additional liquidity or otherwise avoid the occurrence of the springing maturity, forecasted cash flows would not be sufficient for the Company to meet its obligations as of January 30, 2019.

As a result of the filing of the Bankruptcy Petitions, the Company is required to make adequate protection payments on the Term Loan. The amounts of these payments are calculated under the terms described in Note 5, "Long-Term Debt" in the Consolidated Financial Statements included elsewhere in the Form 10-Q. During the pendency of the chapter 11 cases, ASC 852 requires the Company to recognize the adequate protection payments as a reduction to the principal balance of the Term Loan.

On October 30, 2017, the Restructuring Committee of the Board of Directors authorized the Company to forgo the scheduled interest payment on the 7.75% Senior Notes on November 1, 2017 of approximately $23.6 ~~million and thus enter into the applicable 30-day grace period~~million. This nonpayment constituted a default under the terms of the indenture governing ~~such notes (the “Indenture”). This nonpayment constitutes a “default”~~the 7.75% Senior Notes. The Company will continue to forgo future interest payments while under ~~the terms~~bankruptcy protection. The commencement of the Indenture, which matures into an “Event of Default” (as defined in the Indenture) if such “default” is not cured or waived before the expiration of the 30-day grace period on December 1, 2017. Upon the occurrence of an Event of Default, the trustee under the Indenture, or the holders of a specified percentage of 7.75% Senior Notes, may declare all outstanding amounts immediately due and payable. Such an Event of Default wouldchapter 11 cases also ~~constitute~~constituted an event of default under the ~~Credit Agreement, which would permit~~terms of the ~~lenders thereunder to declare all amounts outstanding~~indenture governing the 7.75% Senior Notes and under the terms of the Credit Agreement and accelerated the Company’s obligations under the indenture and the Credit Agreement. Any efforts to ~~be immediately due and payable.~~

~~As previously disclosed,~~enforce obligations upon the ~~Company, with~~occurrence of an event of default have been automatically stayed as a result of the ~~assistance of outside advisors, is in private discussions with its lenders~~Company's filing for chapter 11 and the holders of ~~its 7.75%~~the Term Loan and Senior Notes rights of enforcement in respect to ~~proactively restructure its balance sheet and reduce its debt. Such restructuring or refinancing transactions could include~~any obligations are subject to the ~~issuance of additional equity securities in satisfaction of a portion of our indebtedness outside~~applicable provisions of the ~~protections of Chapter 11 of the U.S.~~ Bankruptcy Code. We cannot provide any assurances of our ability to timely complete any such transactions, or the structure or likelihood of success thereof. If the Company is unsuccessful in restructuring or refinancing its indebtedness outside the court-approved process, it could seek to effectuate a restructuring under the protection of Chapter 11 of the U.S. Bankruptcy Code.

Based on the significance of the Company's debt balance and the potential that the Company could seek protection from creditors under Chapter 11 of the U.S. Bankruptcy Code, the Company determined that, as a result of these two factors and as

required by the accounting guidance cited above, there is substantial doubt as to the Company’s ability to continue as a going concern for a period of 12 months following the date of issuance of this Quarterly Report on Form 10-Q.

Notwithstanding the aforementioned, the accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the ability to continue as a going concern.

As previously disclosed, based on the results of required annual or interim impairment testing in certain recent historical periods, we incurred non-cash impairment charges against intangible assets and goodwill, including charges of $603.1 million for the year ended December 31, 2016. Such non-cash charges reduced our reported operating results in those periods; however, as these charges did not require a cash outlay, they had no effect on our liquidity position in the near term. As described elsewhere herein, we did not incur any impairment charges during the three and nine months ended September 30, 2017. Any future impairment charges could materially adversely affect our financial results in the periods in which they are recorded.

As previously disclosed, on March 21, 2017, the Company received a notification from the NASDAQ indicating that the Company was not in compliance with NASDAQ Listing Rule 5550(b)(1) (the "Equity Listing Rule") because the Company's stockholder's equity was below the minimum required amount, and because the Company did not meet the alternative continued listing standards of that Rule. Separately, on April 5, 2017, the Company received a notification from the NASDAQ indicating that the Company was not in compliance with NASDAQ Listing Rule 5550(a)(2) (the "Bid Price Rule") because the bid price of the Company’s Class A common stock had closed below $1.00 per share for 30 consecutive business days.

On September 1, 2017 and October 3, 2017, the Company received letters from NASDAQ (the “Notices”) to delist the Company’s shares from the Nasdaq Capital Market for noncompliance under the Equity Listing Rule and Bid Price Rule, respectively. In accordance with the Listing Rules of NASDAQ, the Company filed an appeal of the pending delisting actions.

On October 26, 2017, we appeared before The NASDAQ Hearings Panel, where we appealed the Nasdaq Listing Qualification determination to delist the Company's securities from The Nasdaq Capital Market. The Company’s Class A common stock will continue to trade on the Nasdaq Capital Market while the appeal hearing is pending. As previously stated, there can be no assurance that the Company will be successful in its appeal and that the NASDAQ hearings panel will grant the Company’s request for an extension of time to regain compliance with either the Rule or the Equity Rule. In each event, if the Company is unsuccessful in its appeal, or it is not able to regain compliance with the Rule or the Equity Rule within any extension of time granted by the NASDAQ hearings panel, the Company expects that trading in its Class A common stock would thereafter be suspended and the stock would be removed from listing on NASDAQ. If the Company’s Class A common stock is removed from listing on NASDAQ, the Company expects that such stock would be eligible to be traded on the OTC Markets, an electronic quotation service operated by OTC Markets Group Inc. for eligible securities traded over-the-counter, on or about the same day or shortly thereafter.

~~Our inability to maintain the listing of our Class A common stock on the NASDAQ stock market may adversely affect the liquidity and market price of our Class A common stock.~~

On June 5, 2017, the ~~Company��s~~Company’s Board of Directors adopted a stockholder rights plan which is scheduled to expire in June 2018. Pursuant to the rights plan, the Company declared a dividend of one right for each outstanding share of Class A common stock of the Company, payable to holders of record on June 15, 2017. The rights ~~will initially~~ trade with the Company’s Class A common stock and will generally become exercisable only if any person (or any persons acting in concert or as a group) acquires a voting or economic position in 4.99% or more of the Company’s outstanding Class A common stock. If the rights become exercisable, all holders of rights (other than any triggering person) will be entitled to acquire shares of Class A common stock at a 50% discount or the Company may exchange each ~~Right~~right held by such holders for one share of Class A common stock. Under the rights plan, any person that owned more than 4.99% of the Company’s outstanding Class A common stock may continue to own its shares of Class A common stock but may not acquire a voting or economic interest in any additional shares of Class A common stock without triggering the rights plan. Pursuant to the Plan and Disclosure Statement filed on February 12, 2018, all of the equity interests in the Company (including the Class A common Stock and rights under the rights plan) will be canceled or extinguished on the date that the Company emerges from bankruptcy.

As previously disclosed, based on the results of required annual or interim impairment testing in certain recent historical periods, we incurred non-cash impairment charges against intangible assets and goodwill, including a non-cash impairment charge against our FCC licenses of $335.9 million for the year ended December 31, 2017 and charges of $603.1 million against our goodwill and FCC licenses for the year ended December 31, 2016. Such non-cash charges reduced our reported operating results in those periods; however, as these charges did not require a cash outlay, they had no effect on our liquidity position in the near term. Any future impairment charges could materially adversely affect our financial results in the periods in which they are recorded.

On February 1, 2018 and March 9, 2018, respectively, the Company and Merlin Media, LLC ("Merlin") amended their Local Marketing Agreement ("LMA Agreement") under which the Company programmed two FM radio stations owned by Merlin. The Company ceased programming one of the stations ("WLUP") on March 9, 2018 but continues to program the other FM station ("WKQX") under the amended LMA Agreement. On April 3, 2018, the Company entered into an asset purchase agreement with Merlin, pursuant to which it agreed to purchase WKQX and certain intellectual property for $18.0 million in cash. The closing of this transaction will depend upon a number of factors, including various conditions set forth in the asset purchase agreement.

In accordance with the requirements of Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40), and Accounting Standards Codification ("ASC") 205-40, the Company has the responsibility to evaluate at each reporting period, including interim periods, whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations. In its evaluation for this report, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due for 12 months following the date of issuance of this Quarterly Report on Form 10-Q. Based on the Company's substantial level of indebtedness and, as described above, the Company's filing for relief under chapter 11 of the Bankruptcy Code as well as the uncertainty surrounding such filings, the Company determined that there is substantial doubt as to the Company’s ability to continue as a going concern for a period of 12 months following the date of issuance of this Form 10-Q.

Notwithstanding the aforementioned, the accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the ability to continue as a going concern. The Condensed Consolidated Financial Statements do not reflect or include any future consequences related to chapter 11 relief or emergence from chapter 11 relief.

Seasonality and Cyclicality

Our advertising revenues vary by quarter throughout the year. As is typical with advertising revenue supported businesses, our first calendar quarter typically produces the lowest revenues of any quarter during the year, as advertising generally declines following the winter holidays. The second and fourth calendar quarters typically produce the highest

revenues for the year. In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political candidates, political parties and special interest groups. This political spending typically is heaviest during the fourth quarter.

Advertising Revenue ~~and Adjusted EBITDA~~

Our primary source of revenue is the sale of advertising time. Our sales of advertising time are primarily affected by the demand from local, regional and national advertisers, which also impacts the advertising rates we charge. Advertising demand and rates are based primarily on the ability to attract audiences in the demographic groups targeted by such advertisers, as measured principally by various ratings agencies on a periodic basis. We endeavor to provide compelling programming and form connections between our on-air talent and listeners in order to develop strong listener loyalty, and we believe that the diversification of our formats and programs, including non-music formats and proprietary content, helps to insulate us from the effects of changes in the musical tastes of the public with respect to any particular format.

We strive to maximize revenue by managing our on-air inventory of advertising time and adjusting prices based on supply and demand. The optimal number of advertisements available for sale depends on the programming format of a particular radio program. Each program has a general target level of on-air inventory available for advertising. This target level of advertising inventory may vary at different times of the day but tends to remain stable over time. We seek to broaden our base of advertisers in each of our markets by providing a wide array of audience demographic segments across each cluster of stations, thereby providing potential advertisers with an effective means to reach a targeted demographic group. Our advertising contracts are generally short-term. We generate most of our revenue from local and regional advertising, which is sold primarily by a station’s sales staff.

In addition to local and regional advertising revenues, we monetize our available inventory in both national spot and network sales marketplaces using our national platform. To effectively deliver network advertising for our customers, we distribute content and programming through third party affiliates in order to reach a broader national audience. Typically, in exchange for the right to broadcast radio network programming, third party affiliates remit a portion of their advertising time to us, which is then aggregated into packages focused on specific demographic groups and sold by us to our advertiser clients that want to reach those demographic groups on a national basis.

In the broadcasting industry, we sometimes utilize trade or barter agreements that exchange advertising time for goods or services such as travel or lodging, instead of for cash. Trade revenue totaled ~~$28.9 million and $26.5~~$11.3 million for each of the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2018 and ~~2016, respectively.~~March 31, 2017.

We continually evaluate opportunities to increase revenues through new platforms, including technology-based initiatives. As a result of those revenue increasing opportunities through new platforms, our operating results in any period may be affected by the incurrence of operating, advertising ~~and~~or promotion expenses that ~~typically do~~may not have an effect on revenue generation until future periods, if at all. In addition, as part of this evaluation we also from time to time reorganize and discontinue certain redundant and/or unprofitable content vehicles across our platform which we expect will impact our broadcast revenues in the future. To date inflation has not had a material effect on our revenues or results of operations, although no assurances can be provided that material inflation in the future would not materially adversely affect us.

Non-GAAP Financial Measure

Consolidated adjusted earnings before interest, taxes, depreciation, and amortization ("Adjusted ~~EBITDA~~EBITDA") and segment Adjusted EBITDA are the financial metrics by which management and the chief operating decision maker allocate resources of the Company and analyze the performance of the Company as a whole and each of our reportable segments, respectively. Management also uses this measure to determine the contribution of our core operations to the funding of our corporate resources utilized to manage our operations and our non-operating expenses including debt service and acquisitions. In addition, consolidated Adjusted EBITDA ~~excluding the impact of local marketing agreement fees,~~ is a key metric for purposes of calculating and determining our compliance with certain covenants contained in our Credit Agreement.

The Company excludes from Adjusted EBITDA items not related to core operations and those that are non-cash including: depreciation, amortization, stock-based compensation expense, gain or loss on the exchange, sale, or ~~sale~~disposal of any assets or stations, early extinguishment of debt, local marketing agreement fees (as such fees are excluded from the definition of such term for purposes of calculating covenant compliance under the credit agreement), expenses relating to acquisitions, restructuring costs, reorganization items and non-cash impairments of ~~assets.~~assets, if any.

EBITDA is routinely utilized to evaluate and negotiate the potential purchase price for media companies. Given the relevance to our overall value, management believes that investors consider the metric to be extremely useful.

Consolidated Results of Operations

Analysis of Consolidated Results of Operations

~~A quantitative reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, follows in this section.~~

The following selected data from our unaudited ~~condensed consolidated statements~~Condensed Consolidated Statements of ~~operations~~Operations and other supplementary data should be referred to while reading the results of operations discussion that follows (dollars in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,						% Change Three Months Ended		% Change Nine Months Ended		Three Months Ended March 31,						% Change Three Months Ended
	2017			2016			2017			2016							2018			2017
STATEMENT OF OPERATIONS DATA:
Net revenue	$	287,240		$	286,136		$	841,801		$	841,859		0.4	%	—	%	$	263,679		$	264,030		(0.1	)%
Content costs	96,321			115,348			291,390			312,526			(16.5	)%	(6.8	)%	99,815			101,780			(1.9	)%
Selling, general and administrative expenses	119,293			117,387			354,189			352,474			1.6	%	0.5	%	115,134			114,390			0.7	%
Depreciation and amortization	15,208			21,957			47,610			68,023			(30.7	)%	(30.0	)%	11,981			16,282			(26.4	)%
Local marketing agreement fees	2,717			2,481			8,137			10,351			9.5	%	(21.4	)%	1,107			2,707			(59.1	)%
Corporate expenses (including stock-based compensation expense)	10,853			9,960			32,281			34,028			9.0	%	(5.1	)%	10,487			10,955			(4.3	)%
Gain on sale of assets or stations	(83		)	(94,014		)	(2,585		)	(97,155		)	(99.9	)%	(97.3	)%
Impairment of intangible assets and goodwill	—			—			—			1,816			**		**
Loss (gain) on sale or disposal of assets or stations																	11			(2,606		)	**
Operating income	42,931			113,017			110,779			159,796			(62.0	)%	(30.7	)%	25,144			20,522			22.5	%
Reorganization items, net																	(30,167		)	—			**
Interest expense	(35,335		)	(34,929		)	(103,742		)	(103,896		)	(1.2	)%	0.1	%	(128		)	(34,063		)	99.6	%
Interest income	34			139			106			364			(75.5	)%	(70.9	)%	29			37			(21.6	)%
Loss on early extinguishment of debt	(1,063		)	—			(1,063		)	—			**		**
Other (expense) income, net	(36		)	882			(64		)	1,598			(104.1	)%	(104.0	)%
Income before income taxes	6,531			79,109			6,016			57,862			(91.7	)%	(89.6	)%
Income tax expense	(5,257		)	(32,788		)	(6,465		)	(24,904		)	(84.0	)%	74.0	%
Net income (loss)	$	1,274		$	46,321		$	(449	)	$	32,958		(97.2	)%	(101.4	)%
Other income, net																	3			83			(96.4	)%
Loss before income taxes																	(5,119		)	(13,421		)	61.9	%
Income tax benefit																	118			6,026			(98.0	)%
Net loss																	$	(5,001	)	$	(7,395	)	32.4	%
KEY FINANCIAL METRIC:
Adjusted EBITDA	$	61,765		$	43,884		$	167,899		$	148,998		40.7	%	12.7	%	$	40,269		$	38,733		4.0	%

** Calculation is not meaningful	** Calculation is not meaningful																** Calculation is not meaningful

Three Months Ended ~~September 30, 2017~~March 31, 2018 Compared to the Three Months Ended ~~September 30, 2016~~March 31, 2017

Net Revenue

~~Broadcast advertising revenue.~~ Most of our revenue is generated through the sale of terrestrial, also known as broadcast, radio advertising time to local, regional, and national clients. Local spot and regional spot advertising is sold by Cumulus employed sales executives. National spot advertising for our owned-and-operated stations is marketed and sold by both Katz Media in an outsourced arrangement as well as our own internal national sales team, which collectively markets to advertisers under the sales brand of Westwood One Media Sales. Network advertising airing across our owned, operated and affiliated stations is sold by our internal sales team located across the United States under the Westwood One Networks brand to predominantly national and regional advertisers.

~~Digital advertising revenue.~~ We generate digital advertising revenue from the sale of advertising and promotional opportunities across our streaming audio network, digital commerce platform, websites and mobile applications. We operate the fourth largest streaming audio advertising network in the United States, including owned and operated internet radio simulcast stations, and other third party digital audio companies with whom we have advertising reseller agreements. Additionally, we sell digital advertising adjacent to or embedded in podcasts through our network of owned and third party podcasts. Our digital commerce platform utilizes couponing and discounted daily deals to create promotional opportunities for local, regional and national clients under our Sweet Deals and Incentrev brands. We also sell banner and other display ads across more than 400 local radio station websites, mobile applications, and ancillary custom client microsites.

~~Political advertising revenue.~~ Political advertising revenue is generated across all of our broadcast and digital assets, but we highlight it as a separate category to distinguish its highly cyclical nature versus core revenue. Political advertising is generally strongest during even-numbered years, especially in the fourth quarter of such years, when most national and state elections are conducted. In addition to candidate advertising revenue, we also receive advertising revenue from special interest and advocacy groups.

~~License Fees & Other~~. All other non-advertising based revenue types where the Company participates are aggregated in our License Fees & Other revenue category. This includes fees we receive for content licensing, third party network compensation, proprietary software licensing, subleases and rents (predominantly for owned towers), and all other revenue.

Net revenue for the three months ended ~~September 30, 2017 increased $1.1~~March 31, 2018 decreased $0.4 million, or ~~0.4%~~0.1%, to ~~$287.2~~$263.7 million, compared to ~~$286.1~~$264.0 million for the three months ended ~~September 30, 2016.~~March 31, 2017. The ~~increase~~decrease resulted primarily from a decrease of $4.2 million in broadcast advertising revenue, partially offset by increases of ~~$4.0~~$3.0 million in digital advertising revenue, $0.8 million in political advertising, and ~~$0.7~~$0.1 million in license fees and other ~~and digital advertising, respectively, partially offset by decreases of $1.8 million and $1.8 million in broadcast advertising and political advertising,~~revenue, respectively. For a discussion of net revenue by segment and a comparison between the three months ended ~~September 30, 2017~~March 31, 2018 and the three months ended ~~September 30, 2016,~~March 31, 2017, see the discussion under "Segment Results of Operations."

Content Costs

Content costs consist of all costs related to the licensing, acquisition and development of our programming.

Content costs for the three months ended ~~September 30, 2017~~March 31, 2018 decreased ~~by $19.0~~$2.0 million, or ~~16.5%~~1.9%, to ~~$96.3~~$99.8 million, compared to ~~$115.3~~$101.8 million for the three months ended ~~September 30, 2016.~~March 31, 2017. The decrease was primarily ~~driven by~~attributable to the ~~impact~~termination or renegotiation of ~~an expense~~certain contractual agreements in connection with the filing of ~~$14.4 million at Westwood One incurred during~~ the ~~third quarter~~chapter 11 cases. The remainder of ~~2016,~~the decrease was related to payments to CBS to resolve previously disputed syndicated programming and network inventory expenses, and lower content costs at the Station Group, partially offset by higher content costs at Westwood One associated with increased revenue.reductions in other programming-related expenses.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of expenses related to our sales efforts and distribution of our content across our platform and overhead in our markets.

Selling, general and administrative expenses for the three months ended ~~September 30, 2017~~March 31, 2018 increased by ~~$1.9~~$0.7 million, or ~~1.6%~~0.7%, to ~~$119.3~~$115.1 million compared to ~~$117.4~~$114.4 million for the three months ended ~~September 30, 2016.~~March 31, 2017. The increase ~~resulted~~was primarily ~~from~~driven by an increase ~~of $2.1 million~~ in ~~bad debt expense.~~digital expenses associated with an increase in digital revenues.

Depreciation and Amortization

Depreciation and amortization for the three months ended ~~September 30, 2017~~March 31, 2018 decreased ~~$6.7~~$4.3 million, or ~~30.7%~~26.4%, to ~~$15.2~~$12.0 million, compared to ~~$22.0~~$16.3 million for the three months ended ~~September 30, 2016.~~March 31, 2017. This decrease was primarily caused by a

decrease in amortization expense of our definite-lived intangible assets, which resulted from the amortization methodology we apply based on the expected pattern in which the underlying assets' economic benefits are consumed. The Company reclassified its debt costs to Reorganization Items, Net in the fourth quarter of 2017, which resulted in lower amortization expense for the quarter ended March 31, 2018.

Corporate Expenses, Including Stock-based CompensationExpense and Acquisition-related and Restructuring Costs

Corporate expenses consist primarily of compensation and related costs for our executive, accounting, finance, human resources, information technology and legal personnel, and fees for professional services. Professional services are principally comprised of audit, consulting and outside legal services.

Corporate expenses, including stock-based compensation expense, for the three months ended ~~September 30, 2017 increased $0.9~~March 31, 2018 decreased $0.5 million, or ~~9.0%~~4.3%, to ~~$10.9~~$10.5 million, compared to ~~$10.0~~$11.0 million for the three months ended ~~September 30, 2016.~~March 31, 2017. This ~~increase~~decrease was primarily ~~driven by an increase~~the result of a decrease in ~~restructuring related costs.~~stock-based compensation expense.

~~Gain~~Loss (gain) on Sale or Disposal of Assets or Stations

During the three months ended ~~September 30,~~March 31, 2017, we recorded a gain onof $2.6 million primarily related to the sale of ~~assets or stations of $0.1 million.~~ land in our Salt Lake City market.

Reorganization Items, Net

During the three months ended ~~September 30, 2016,~~March 31, 2018, we ~~completed~~recorded costs related to our chapter 11 cases of $30.2 million. See Note 8, Reorganization Items, net, of the ~~sale~~accompanying unaudited Condensed Consolidated Financial Statements for a description of ~~certain land and buildings for $110.6 million in cash which resulted in a one-time net gain of $94.0 million.~~those items.

Interest Expense

Total interest expense for the three months ended ~~September 30, 2017 increased $0.4~~March 31, 2018 decreased $33.9 million, or ~~1.2%~~99.6%, to ~~$35.3~~$0.1 million compared to ~~$34.9~~$34.1 million for the three months ended ~~September 30, 2016.~~March 31, 2017. The ~~majority~~decrease in interest expense was a result of the ~~increase resulted from an increase in~~Company recognizing interest ~~rates.~~payments on the Term Loan as adequate protection payments which are recorded as a reduction of the principal balance of the Term Loan during the time the Company remains under bankruptcy protection and as a result of the Company continuing to forgo interest payments on the 7.75% Senior Notes while under bankruptcy protection.

The ~~following summary~~below table details the components of our ~~total~~ interest expense by debt instrument (dollars in thousands):


	Three Months Ended September 30,				2017 vs 2016				Three Months Ended March 31,				2018 vs 2017
	2017		2016		$ Change		% Change		2018		2017		$ Change			% Change
7.75% Senior Notes	$	11,819	$	11,819	$	—	—	%	$	—	$	11,819	$	(11,819	)	(100.0	)%
Bank borrowings – term loans and revolving credit facilities	20,234		19,973		261		1.3	%
Bank borrowings – Term Loan and revolving credit facility									—		19,234		(19,234		)	(100.0	)%
Other, including debt issue cost amortization	3,282		3,137		145		4.6	%	128		3,010		(2,882		)	(95.7	)%
Interest expense	$	35,335	$	34,929	$	406	1.2	%	$	128	$	34,063	$	(33,935	)	(99.6	)%

Income Taxes

For the three months ended ~~September 30, 2017,~~March 31, 2018, the Company recorded an income tax ~~expense~~benefit of ~~$5.3~~$0.1 million on ~~income~~loss before income taxes of ~~$6.5~~$5.1 million, resulting in an effective tax rate for the three months ended ~~September 30, 2017~~March 31, 2018 of approximately ~~80.5%~~2.3%. The difference between the effective tax rate and the federal statutory rate of 21.0% for the three months ended March 31, 2018 was primarily attributable to changes in valuation allowance, which was partially offset by state and local income taxes, the tax effect of bankruptcy-related fees and certain statutory non-deductible items. The effective tax rate for the three months ended March 31, 2018 reflects the reduced federal income tax rate of 21.0% resulting from the enactment of the Tax Cut and Jobs Act (the "Tax Act”) in 2017. The Company continues to analyze the various aspects of the Tax Act which could affect the provisional estimates that were recorded at December 31, 2017.

For the three months ended September 30, 2016, the Company recorded income tax expense of $32.8 million on income before income taxes of $79.1 million, resulting in an effective tax rate for the three months ended September 30, 2016 of approximately 41.4%. The difference between the effective tax rate and the federal statutory rate of 35% for the three months ended September 30, 2016 relates to state and local income taxes, the tax effect of certain statutory non-deductible items, the tax effect of changes in uncertain tax positions, the tax effect of stock option terminations and forfeitures, as well as adjustments for differences between the amounts estimated in the tax provision and the actual amounts in the tax return.items.

The ~~accompanying unaudited interim condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates~~Company continually reviews the ~~realization~~adequacy of ~~assets~~the valuation allowance and recognizes the ~~satisfaction~~benefits of ~~liabilities in the normal course of business. The Company continues to believe that the remaining~~ deferred tax assets ~~are~~only as a reassessment indicates that it is more likely than not ~~to be realized. If, however,~~that the ~~Company is not able to generate sufficient future income during the attribute carryforward period or expectations around future events or earnings change, these~~ deferred tax assets ~~may require~~will be recognized in accordance with ASC Topic 740, Income Taxes (“ASC 740”). As of March 31, 2018, the Company continues to maintain a full valuation ~~allowance.~~

allowance on federal and state net operating loss carryforwards for which the Company does not believe it will be able to meet the more likely than not recognition standard for recovery. The valuation of deferred tax assets requires judgment about future profitability as well as the assessment of the likely future tax consequences of events that have been recognized in the Company’s financial statements or tax returns.

Adjusted EBITDA

As a result of the factors described above, Adjusted EBITDA for the three months ended ~~September 30, 2017~~March 31, 2018 increased ~~40.7%~~4.0%, or ~~$17.9~~$1.5 million, to ~~$61.8~~$40.3 million from ~~$43.9~~$38.7 million for the three months ended ~~September 30, 2016.~~March 31, 2017. For a discussion of Adjusted EBITDA by segment and a comparison between the three months ended ~~September 30, 2017~~March 31, 2018 and the three months ended ~~September 30, 2016,~~March 31, 2017, see the discussion under "Segment Results of Operations."

Reconciliation of Non-GAAP Financial Measure

The following table reconciles Adjusted EBITDA to net ~~income~~loss (the most directly comparable financial measure calculated and presented in accordance with GAAP) as presented in the accompanying unaudited consolidated ~~statements~~Statements of ~~operations~~Operations (dollars in thousands):


	Three Months Ended September 30,						% Change Three Months Ended		Three Months Ended March 31,						% Change Three Months Ended
	2017			2016					2018			2017
GAAP net income	$	1,274		$	46,321		(97.2	)%
Income tax expense	5,257			32,788			(84.0	)%
GAAP net loss									$	(5,001	)	$	(7,395	)	32.4	%
Income tax benefit									(118		)	(6,026		)	98.0	%
Non-operating expenses, net - including interest expense	35,336			33,908			4.2	%	96			33,943			(99.7	)%
Local marketing agreement fees	2,717			2,481			9.5	%	1,107			2,707			(59.1	)%
Depreciation and amortization	15,208			21,957			(30.7	)%	11,981			16,282			(26.4	)%
Stock-based compensation expense	354			735			(51.8	)%	166			538			(69.1	)%
Gain on sale of assets or stations	(83		)	(94,014		)	**
Loss on early extinguishment of debt	1,063			—			**
Acquisition-related and restructuring costs (credits)	499			(450		)	**
Loss (gain) on sale or disposal of assets or stations									11			(2,606		)	**
Reorganization items, net									30,167			—			**
Acquisition-related and restructuring costs									1,721			1,150			49.7	%
Franchise and state taxes	140			158			(11.4	)%	139			140			(0.7	)%
Adjusted EBITDA	$	61,765		$	43,884		40.7	%	$	40,269		$	38,733		4.0	%

** Calculation is not meaningful

~~Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016~~

Net revenue for the nine months ended September 30, 2017 remained relatively flat at $841.8 million, compared to $841.9 million for the nine months ended September 30, 2016. Political advertising and broadcast advertising revenue decreased by $4.7 million and $1.1 million, respectively, partially offset by increases of $2.9 million and $2.8 million in digital and license fee and other revenue, respectively. For a discussion of net revenue by segment and a comparison between the nine months ended September 30, 2017 and the nine months ended September 30, 2016, see "Segment Results of Operations."

~~Content Costs~~

Content costs for the nine months ended September 30, 2017 decreased by $21.1 million, or 6.8%, to $291.4 million, compared to $312.5 million for the nine months ended September 30, 2016. The decrease was driven primarily by the impact of the $14.4 million expense at Westwood One incurred during the third quarter of 2016 related to payments to CBS to resolve previously disputed syndicated programming and network inventory expenses, $3.2 million of expense in the second quarter of 2016 that related to a one-time correction to music licensing fees and certain content cost savings at Westwood One and the Station Group, partially offset by higher content costs at Westwood One associated with increased revenue.

~~Selling, General and Administrative Expenses~~

Selling, general and administrative expenses for the nine months ended September 30, 2017 remained relatively flat, increasing by $1.7 million, to $354.2 million compared to $352.5 million for the nine months ended September 30, 2016.

~~Depreciation and Amortization~~

Depreciation and amortization for the nine months ended September 30, 2017 decreased $20.4 million, or 30.0%, to $47.6 million, compared to $68.0 million for the nine months ended September 30, 2016. This decrease was primarily caused

by a decrease in amortization expense of our definite-lived intangible assets, which resulted from the amortization methodology we apply to these assets that is based on the expected pattern in which the underlying assets' economic benefits are consumed.

~~Corporate Expenses, Including Stock-based CompensationExpense~~

Corporate expenses, including stock-based compensation expense, for the nine months ended September 30, 2017 decreased $1.7 million, or 5.1%, to $32.3 million, compared to $34.0 million for the nine months ended September 30, 2016. This decrease was caused by decreases in professional services, restructuring related costs, and stock-based compensation expense.

~~Impairment of Intangible Assets and Goodwill~~

During the nine months ended September 30, 2016, we recorded an impairment charge to our definite-lived intangible assets of $1.8 million related to the re-positioning of the print publication of NASH Country Weekly to a digital only publication. There were no similar impairments for the nine months ended September 30, 2017.

~~Gain on Sale of Assets or Stations~~

During the nine months ended September 30, 2017, we recorded a gain of $2.6 million primarily related to the sale of land in our Salt Lake City, Utah market. During the three months ended September 30, 2016, we completed the sale of certain land and buildings for $110.6 million which resulted in a one-time net gain of $94.0 million.

~~Interest Expense~~

Total interest expense for the nine months ended September 30, 2017 decreased $0.2 million, or 0.1% to $103.7 million compared to $103.9 million for the nine months ended September 30, 2016. The majority of the decrease resulted from a reduction in total debt principal balances between the comparative periods.

~~The following summary details the components of our total interest expense (dollars in thousands):~~

Nine Months Ended September 30, 2017 vs 2016
2017 2016 $ Change % Change
7.75% Senior Notes $ 35,456
$ 35,456
$ —
— %
Bank borrowings – term loans and revolving credit facilities 58,994
59,485
(491 ) (0.8 )%
Other, including debt issue cost amortization 9,292
8,955
337
3.8 %
Interest expense $ 103,742
$ 103,896
$ (154 ) (0.1 )%

~~Income Taxes~~

For the nine months ended September 30, 2017, the Company recorded income tax expense of $6.5 million on income before income taxes of $6.0 million, resulting in an effective tax rate for the nine months ended September 30, 2017 of approximately 107.5%. The difference between the effective tax rate and the federal statutory rate of 35.0% for the nine months ended September 30, 2017, relates to state and local income taxes, the tax effect of certain statutory non-deductible items, the tax effect of stock option terminations and forfeitures, the tax effect of changes in uncertain tax positions, and enacted changes to state and local tax laws.

For the nine months ended September 30, 2016, the Company recorded income tax expense of $24.9 million on income before income taxes of $57.9 million, resulting in an effective tax rate for the nine months ended September 30, 2016 of approximately 43.0%.The difference between the effective tax rate and the federal statutory rate of 35.0% for the nine months ended September 30, 2016, primarily relates to state and local income taxes, an increase in the valuation allowance with respect to state net operating losses, the tax effect of certain statutory non-deductible items, the tax effect of changes in uncertain tax positions, enacted changes to state and local tax laws, as well as adjustments for differences between the amounts estimated in the tax provision and the actual amounts in the tax return.

The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company continues to believe that the remaining deferred tax assets are more likely than not to be realized. If

however, the Company is not able to generate sufficient future income during the attribute carryforward period or expectations around future events or earnings change, these deferred tax assets may require a valuation allowance.

~~Adjusted EBITDA~~

As a result of the factors described above, Adjusted EBITDA for the nine months ended September 30, 2017 increased 12.7% or $18.9 million to $167.9 million from $149.0 million for the nine months ended September 30, 2016. For a discussion of Adjusted EBITDA by segment and a comparison between the nine months ended September 30, 2017 and the three months ended September 30, 2016, see the discussion under "Segment Results of Operations."

~~Reconciliation of Non-GAAP Financial Measure~~

The following table reconciles Adjusted EBITDA to net (loss) income, the most directly comparable financial measure calculated and presented in accordance with GAAP, as presented in the accompanying unaudited consolidated statements of operations (dollars in thousands):

Nine Months Ended September 30,
% Change
Nine Months
Ended
2017 2016
GAAP net (loss) income $ (449 ) $ 32,958
(101.4 )%
Income tax expense 6,465
24,904
(74.0 )%
Non-operating expenses, net - including interest expense 103,700
101,934
1.7 %
Local marketing agreement fees 8,137
10,351
(21.4 )%
Depreciation and amortization 47,610
68,023
(30.0 )%
Stock-based compensation expense 1,422
2,403
(40.8 )%
Gain on sale of assets or stations (2,585 ) (97,155 ) 97.3 %
Impairment of intangible assets and goodwill —
1,816
**
Loss on early extinguishment of debt 1,063
—
**
Acquisition-related and restructuring costs 2,116
3,237
(34.6 )%
Franchise and state taxes 420
527
(20.3 )%
Adjusted EBITDA $ 167,899
$ 148,998
12.7 %

** Calculation is not meaningful

Segment Results of Operations

The Company operates in two reportable segments for which there is discrete financial information available and whose operating results are reviewed by the chief operating decision maker. Radio Station Group revenue is derived primarily from the sale of broadcasting time to local, regional, and national advertisers. Westwood One revenue is generated primarily through network advertising. Corporate includes overall executive, administrative and support functions for both of our reportable segments, including programming, finance, legal, human resources and information technology functions.

~~As described above, the Company presents Adjusted EBITDA as the financial metric utilized by management to analyze the performance of each of our reportable segments.~~ The reconciliation of segment Adjusted EBITDA to net income (loss) is presented in Note ~~12,~~14, "Segment Data" of the notes to the ~~condensed consolidated financial statements.~~accompanying unaudited Condensed Consolidated Financial Statements.

The Company’s financial data by segment is presented in the tables below:


	Three Months Ended September 30, 2017												Three Months Ended March 31, 2018
	Radio Station Group			Westwood One			Corporate and Other			Consolidated			Radio Station Group			Westwood One			Corporate and Other			Consolidated
Net revenue	$	202,852		$	83,778		$	610		$	287,240		$	168,225		$	94,790		$	664		$	263,679
% of total revenue	70.6		%	29.2		%	0.2		%	100.0		%	63.8		%	35.9		%	0.3		%	100.0		%
$ change from three months ended September 30, 2016	$	(3,347	)	$	4,365		$	86		$	1,104
% change from three months ended September 30, 2016	(1.6		)%	5.5		%	16.4		%	0.4		%
$ change from three months ended March 31, 2017													$	(5,378	)	$	4,935		$	92		$	(351	)
% change from three months ended March 31, 2017													(3.1		)%	5.5		%	16.1		%	(0.1		)%


	Three Months Ended September 30, 2016												Three Months Ended March 31, 2017
	Radio Station Group			Westwood One			Corporate and Other			Consolidated			Radio Station Group			Westwood One			Corporate and Other			Consolidated
Net revenue	$	206,199		$	79,413		$	524		$	286,136		$	173,603		$	89,855		$	572		$	264,030
% of total revenue	72.1		%	27.8		%	0.1		%	100.0		%	65.8		%	34.0		%	0.2		%	100.0		%

Net revenue for the three months ended ~~September 30, 2017 increased $1.1~~March 31, 2018 decreased approximately $0.4 million, or ~~0.4%~~0.1%, to ~~$287.2~~$263.7 million, compared to ~~$286.1~~$264.0 million for the three months ended ~~September 30, 2016.~~March 31, 2017. The ~~increase~~decrease resulted from ~~an increase~~a decline in revenues of ~~$4.4 million at Westwood One, partially offset by a decrease of $3.3~~approximately $5.4 million at the Radio Station Group, partially offset by an increase of $4.9 million at Westwood One, while Corporate and Other revenue was flat in comparison to the ~~2016~~2017 period. The ~~increase at Westwood One was primarily caused by an increase~~decrease in ~~network advertising sales, partially offset by decreases in other revenues. The decrease~~revenue at the Radio Station Group was ~~a result of a decline of~~primarily driven by decreases in local advertising revenue. The increase in revenue at Westwood One was primarily driven by increases in broadcast and ~~political~~digital revenue.

Three Months Ended September 30, 2017
Radio Station Group Westwood One Corporate and Other Consolidated
Adjusted EBITDA $ 54,660
$ 17,082
$ (9,977 ) $ 61,765
$ change from three months September 30, 2016 $ (1,577 ) $ 19,771
$ (313 ) $ 17,881
% change from three months ended September 30, 2016 (2.8 )% **
(3.2 )% 40.7 %



	Three Months Ended March 31, 2018
	Radio Station Group			Westwood One			Corporate and Other			Consolidated
Adjusted EBITDA	$	36,186		$	12,656		$	(8,573	)	$	40,269
$ change from three months March 31, 2018	$	(2,856	)	$	3,687		$	705		$	1,536
% change from three months ended March 31, 2018	(7.3		)%	41.1		%	7.6		%	4.0		%

Three Months Ended September 30, 2016
Radio Station Group Westwood One Corporate and Other Consolidated
Adjusted EBITDA $ 56,237
$ (2,689 ) $ (9,664 ) $ 43,884



	Three Months Ended March 31, 2017
	Radio Station Group		Westwood One		Corporate and Other			Consolidated
Adjusted EBITDA	$	39,042	$	8,969	$	(9,278	)	$	38,733

Adjusted EBITDA for the three months ended ~~September 30, 2017~~March 31, 2018 increased ~~$17.9~~$1.5 million, or ~~40.7%~~4.0%, to ~~$61.8~~$40.3 million from ~~$43.9~~$38.7 million for the three months ended ~~September 30, 2016.~~March 31, 2017. Adjusted EBITDA increased ~~$19.8~~$3.7 million and $0.7 million at Westwood One and Corporate and Other segments, respectively, partially offset by a ~~decreases~~decrease of ~~$1.6 million and $0.3~~$2.9 million within the Radio Station Group and Corporate and Other, respectively. The increase in Adjusted EBITDA at Westwood One was primarily caused by a $4.4 million increase in revenue, and a decrease in expenses of $14.4 million at Westwood One related to payments to CBS during the third quarter of 2016, to resolve previously disputed syndicated programming and network inventory expenses, partially offset by increases in expenses related to the higher revenue. The decrease in Adjusted EBITDA at Radio Station Group was caused by a decrease in revenue, which was partially offset by a decrease in content and personnel expenses.

Nine Months Ended September 30, 2017
Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $ 585,050
$ 254,867
$ 1,884
$ 841,801
% of total revenue 69.5 % 30.3 % 0.2 % 100.0 %
$ change from nine months ended September 30, 2016 $ (7,590 ) $ 7,360
$ 172
$ (58 )
% change from nine months ended September 30, 2016 (1.3 )% 3.0 % 10.0 % — %

Nine Months Ended September 30, 2016
Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $ 592,640
$ 247,507
$ 1,712
$ 841,859
% of total revenue 70.4 % 29.4 % 0.2 % 100.0 %

Net revenue for the nine months ended September 30, 2017 decreased $0.1 million, to $841.8 million, compared to $841.9 million for the nine months ended September 30, 2016. The decrease was a result of a $7.6 million revenue decline at the Radio Station Group, partially offset by a $7.4 million revenue increase at Westwood One, and a $0.2 million revenue increase in Corporate and Other revenue. Declines in local advertising revenue and political advertising revenue were partially offset by an increase in digital revenue at the Radio Station Group. ~~The increase at Westwood One was primarily caused by an increase in network advertising sales, partially offset by decreases in other revenues.~~

Nine Months Ended September 30, 2017
Radio Station Group Westwood One Corporate and Other Consolidated
Adjusted EBITDA $ 153,571
$ 42,993
$ (28,665 ) $ 167,899
$ change from nine months ended September 30, 2016 $ (5,707 ) $ 24,995
$ (387 ) $ 18,901
% change from nine months ended September 30, 2016 (3.6 )% **
(1.4 )% 12.7 %

Nine Months Ended September 30, 2016
Radio Station Group Westwood One Corporate and Other Consolidated
Adjusted EBITDA $ 159,278
$ 17,998
$ (28,278 ) $ 148,998

Adjusted EBITDA for the nine months ended September 30, 2017 increased $18.9 million, or 12.7%, to $167.9 million from $149.0 million for the nine months ended September 30, 2016. Adjusted EBITDA at Westwood One increased by $25.0 million, partially offset by decreases of $5.7 million at the Radio Station Group and $0.4 million at Corporate and Other. Adjusted EBITDA at Westwood One increased as a result of ~~$7.4~~$4.9 million of increased revenues, and a $14.4 million decrease in expenses at Westwood One related to payments to CBS during the third quarter of 2016, to resolve previously disputed syndicated programming and network inventory expenses, partially offset by increases in expenses related to the higher revenue. Adjusted EBITDA at Radio Station Group decreased as a result of a ~~$7.6~~$5.4 million decline in revenue which was partially offset by lower ~~expenses, including as a result of a $3.2 million expense in the second quarter of 2016 related to a one-time correction to music licensing fees and a decrease in content and personnel~~ expenses.

The following tables reconcile segment net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to segment Adjusted EBITDA, for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017 ~~and 2016~~ (dollars in thousands):


	Three Months Ended September 30, 2017											Three Months Ended March 31, 2018
	Radio Station Group			Westwood One		Corporate and Other			Consolidated			Radio Station Group			Westwood One		Corporate and Other			Consolidated
GAAP net income (loss)	$	42,702		$	11,107	$	(52,535	)	$	1,274
Income tax expense	—			—		5,257			5,257
GAAP net loss												$	28,808		$	5,822	$	(39,631	)	$	(5,001	)
Income tax benefit												—			—		(118		)	(118		)
Non-operating (income) expense, including net interest expense	(1		)	132		35,205			35,336			(1		)	127		(30		)	96
LMA fees	2,717			—		—			2,717
Local marketing agreement fees												1,107			—		—			1,107
Depreciation and amortization	9,349			5,443		416			15,208			6,141			5,478		362			11,981
Stock-based compensation expense	—			—		354			354			—			—		166			166
(Gain) loss on sale of assets or stations	(107		)	—		24			(83		)
Loss on early extinguishment of debt	—			—		1,063			1,063
Loss on sale or disposal of assets or stations												11			—		—			11
Reorganization items, net												—			181		29,986			30,167
Acquisition-related and restructuring costs	—			400		99			499			120			1,048		553			1,721
Franchise and state taxes	—			—		140			140			—			—		139			139
Adjusted EBITDA	$	54,660		$	17,082	$	(9,977	)	$	61,765		$	36,186		$	12,656	$	(8,573	)	$	40,269

Three Months Ended September 30, 2016
Radio Station Group Westwood One Corporate and Other Consolidated
GAAP net income (loss) $ 134,119
$ (10,874 ) $ (76,924 ) $ 46,321
Income tax expense —
—
32,788
32,788
Non-operating (income) expense, including net interest expense (2 ) 59
33,851
33,908
Local marketing agreement fees 2,481
—
—
2,481
Depreciation and amortization 13,653
7,782
522
21,957
Stock-based compensation expense —
—
735
735
Gain on sale of assets or stations (94,014 ) —
—
(94,014 )
Acquisition-related and restructuring costs —
344
(794 ) (450 )
Franchise and state taxes —
—
158
158
Adjusted EBITDA $ 56,237
$ (2,689 ) $ (9,664 ) $ 43,884

Nine Months Ended September 30, 2017
Radio Station Group Westwood One Corporate and Other Consolidated
GAAP net income (loss) $ 118,043
$ 24,348
$ (142,840 ) $ (449 )
Income tax expense —
—
6,465
6,465
Non-operating (income) expense, including net interest expense (4 ) 407
103,297
103,700
LMA fees 8,137
—
—
8,137
Depreciation and amortization 30,004
16,346
1,260
47,610
Stock-based compensation expense —
—
1,422
1,422
(Gain) loss on sale of assets or stations (2,609 ) —
24
(2,585 )
Loss on early extinguishment of debt —
—
1,063
1,063
Acquisition-related and restructuring costs —
1,892
224
2,116
Franchise and state taxes —
—
420
420
Adjusted EBITDA $ 153,571
$ 42,993
$ (28,665 ) $ 167,899


	Nine Months Ended September 30, 2016												Three Months Ended March 31, 2017
	Radio Station Group			Westwood One			Corporate and Other			Consolidated			Radio Station Group			Westwood One		Corporate and Other			Consolidated
GAAP net income (loss)	$	205,263		$	(12,872	)	$	(159,433	)	$	32,958		$	28,538		$	2,265	$	(38,198	)	$	(7,395	)
Income tax expense	—			—			24,904			24,904
Non-operating expense, including net interest expense	14			226			101,694			101,934
Income tax benefit													—			—		(6,026		)	(6,026		)
Non-operating (income) expense, including net interest expense													(1		)	142		33,802			33,943
Local marketing agreement fees	10,351			—			—			10,351			2,707			—		—			2,707
Depreciation and amortization	40,780			25,657			1,586			68,023			10,404			5,454		424			16,282
Stock-based compensation expense	—			—			2,403			2,403			—			—		538			538
Gain on sale of assets or stations	(97,130		)	—			(25		)	(97,155		)
Impairment of intangible assets	—			1,816			—			1,816
Gain on sale or disposal of assets or stations													(2,606		)	—		—			(2,606		)
Acquisition-related and restructuring costs	—			3,171			66			3,237			—			1,108		42			1,150
Franchise and state taxes	—						527			527			—			—		140			140
Adjusted EBITDA	$	159,278		$	17,998		$	(28,278	)	$	148,998		$	39,042		$	8,969	$	(9,278	)	$	38,733

Liquidity and Capital Resources

Cash Flows Provided by Operating Activities


	Nine Months Ended September 30,				Three Months Ended March 31,
(Dollars in thousands)	2017		2016		2018		2017
Net cash provided by operating activities	$	34,125	$	32,279	$	48,372	$	19,425

For the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2018 compared to the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, net cash provided by operating activities increased ~~$1.8~~$28.9 million. The increase was primarily ~~driven by increases related to~~from decreases in accounts payable and accrued expenses, in connection with the ~~timing~~filing of ~~our cash collections and payments of prepaid expenses, such as restructuring related costs, partially offset by a decrease in net income.~~the Bankruptcy Petitions.

Cash Flows (Used in) Provided by Investing Activities


	Nine Months Ended September 30,					Three Months Ended March 31,
(Dollars in thousands)	2017			2016		2018			2017
Net cash (used in) provided by investing activities	$	(14,210	)	$	93,662	$	(9,005	)	$	354

Cash flows (used in) provided by investing activities decreased ~~for~~approximately $9.4 million. For the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2018 compared to the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2017. For the ~~nine~~three months ended ~~September 30,~~March 31, 2018 capital expenditures totaled $9.0 million, primarily related to transmission equipment, facilities, and other routine expenditures. For the three months ended March 31, 2017 capital expenditures totaled ~~$20.6~~$5.7 million primarily related to ~~expenditures on~~transmission equipment, ~~for transmission,~~ facilities ~~studios, vehicles~~ and other routine expenditures, ~~and~~which were offset ~~partially~~ by ~~approximately~~proceeds from the sales of certain assets and stations of $6.1 million, the majority of which were the cash proceeds from the sale of land in our Salt Lake City ~~Utah~~ market. Capital expenditures for the nine months ended September 30, 2016 totaled $16.7 million primarily related to investments in a new office and studio facility in our Chicago market and ongoing maintenance and other routine expenditures. Investing activities for the nine months ended September 30, 2016 also included $106.9 million in proceeds from our sale of certain land and buildings in our Los Angeles market and $3.4 million in a reduction of restricted cash.

Cash Flows ~~(Used in) Provided by~~Used in Financing Activities


	Nine Months Ended September 30,					Three Months Ended March 31,
(Dollars in thousands)	2017			2016		2018			2017
Net cash (used in) provided by financing activities	$	(81,743	)	$	3
Net cash used in financing activities						$	(22,131	)	$	(94	)

For the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2018 compared to the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, net cash ~~(used in) provided by~~used in financing activities ~~decreased $81.7 million~~increased $22.0 million. The increase was primarily ~~because~~a result of the Company recognizing interest payments on the Term Loan as adequate protection payments as a ~~$81.7 million in repayments on borrowings on our~~result of the chapter 11 cases. These payments are recorded as a reduction to the principal balance of the Term Loan.

For additional detail regarding the Company’s material liquidity considerations, see “Liquidity Considerations”.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to ~~our~~the Company's market risks from those disclosed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 (the ~~“2016~~“2017 Annual Report”).

Item 4. Controls and Procedures

We maintain a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, the “Exchange Act”) designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Such disclosure controls and procedures are designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including, our President and Chief Executive Officer (“CEO”) and Executive Vice President and Chief Financial Officer (“CFO”), the principal executive and principal financial officers, respectively, as appropriate, to allow timely decisions regarding required disclosure. At the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the CEO and CFO have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of ~~September 30, 2017.~~March 31, 2018.

There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)) during the ~~quarter~~three months ended ~~September 30, 2017~~March 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

~~On March 1, 2011,~~

"Item 3. Legal Proceedings" of the ~~Company and certain~~2017 Annual Report includes a discussion of our ~~subsidiaries were named as defendants along with other radio companies, including Beasley Broadcast Group, Inc., CBS Radio, Inc., Entercom Communications, Greater Media, Inc. and Townsquare Media, LLC~~pending legal proceedings. There have been no material changes from the legal proceedings described in a patent infringement suit. The case, Mission Abstract Data L.L.C., d/b/a Digimedia ("Plaintiff") v. Beasley Broadcast Group, Inc., et. al., Civil Action Case No: 1:11-mc-00176-LPS, U.S. District Court for the District of Delaware, alleges that the defendants have infringed on two of plaintiff’s patents entitled “Selection and Retrieval of Music from a Digital Database.” The Complaint seeks unspecified damages. The Court stayed the case on November 14, 2011 pending reexamination of the patents-in-suit before the U.S. Patent Office. On June 6, 2012, Plaintiff filed a motion to lift the stay. On March 25, 2013, the Court entered an order denying Plaintiff’s motion to lift the stay. However, the Court ordered that “the stay shall be lifted upon the issuance of the Notice of Intent to Issue Reexamination Certifications (‘NIRC’)” for the two patents-in-suit. By operation of the Court’s Order, the stay was lifted on July 8, 2013, when the final NIRC was issued for the two patents-in-suit. On July 25, 2013, counsel for Defendants invited Plaintiff to confer to discuss the viability of Plaintiff maintaining the suit in light of the result of the reexamination proceedings or to discuss a case schedule. Plaintiff did not respond substantively to Defendants’ invitation. Plaintiff has filed no further papers with the Court to move the proceeding forward. Should Plaintiff attempt to pursue the case in the future, and assuming the Court now allows the Plaintiff to pursue the case, the Company intends to defend itself vigorously. The Company is not yet able to determine what effect the lawsuit will have, if any, on its financial position, results of operations or cash flows.

~~In August 2015, we were named as a defendant in two separate putative class action lawsuits relating to~~ our use and public performance of certain sound recordings fixed prior to February 15, 1972 (the "Pre-1972 Recordings"). The first suit, ABS Entertainment, Inc., et. al. v, Cumulus Media Inc., was filed in the United States District Court for the Central District of California and alleged, among other things, copyright infringement under California state law, common law conversion, misappropriation and unfair business practices. On December 11, 2015, this suit was dismissed without prejudice. The second suit, ABS Entertainment, Inc., v. Cumulus Media Inc., was filed in the United States District Court for the Southern District of New York and claimed, among other things, common law copyright infringement and unfair competition. The New York lawsuit was stayed pending an appeal before the Second Circuit involving unrelated third parties over whether the owner of a Pre-1972 Recording holds an exclusive right to publicly perform that recording under New York common law. On December 20, 2016, the New York Court of Appeals held that New York common law does not recognize a right of public performance for owners of pre-1972 Recordings. As a result of that case (to which Cumulus Media, Inc., was not a party) the New York case against Cumulus Media, Inc., was voluntarily dismissed by the plaintiffs on April 3, 2017. The question of whether public performance rights exist for Pre-1972 recordings under state laws is still being litigated in the Ninth and Eleventh Circuits as aForm 10-K.

result of cases filed in California and Florida. Cumulus is not a party to those cases, and the Company is not yet able to determine what effect those proceedings will have, if any, on its financial position, results of operations or cash flows.

Item 1A. Risk Factors

Please refer to Part I, Item 1A, “Risk Factors,” in our ~~2016~~2017 Annual Report ~~and Part II, Item 1A, "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017,~~ for information regarding known material risks that could affect our results of operations, financial condition and liquidity. ~~Except as described below, these~~These known risks have not changed materially. In addition to these risks, other risks that we presently do not consider material, or other unknown risks, could materially adversely impact our business, financial condition and results of operations in future periods.

~~We are engaged in discussions with our lenders and the holders of our 7.75% Senior Notes regarding restructuring~~

or refinancing our debt obligations. In connection with the restructuring or refinancing of those obligations, we may seek to effectuate a restructuring under the protection of Chapter 11 of the U.S. Bankruptcy Code. Any such action could result in a significant or complete loss of value to the holders of our common stock.

As previously disclosed, the Company, with the assistance of outside advisors, is in private discussions with its lenders and the holders of our 7.75% Senior Notes to proactively restructure its balance sheet and reduce its debt. In connection with the Company’s ongoing discussions with creditors, on October 30, 2017, the Restructuring Committee of the Board of Directors authorized the Company to forgo the scheduled interest payment on the 7.75% Senior Notes which was due on November 1, 2017, thereby entering into the applicable 30-day grace period under the terms of the indenture governing such notes. This nonpayment constitutes a “default” under the terms of the indenture governing the 7.75% Senior Notes, which matures into an “Event of Default” if such “default” is not cured or waived before the expiration of the 30-day grace period on December 1, 2017. Upon the occurrence of an Event of Default, the trustee under the indenture governing the 7.75% Senior Notes, or the holders of a specified percentage of 7.75% Senior Notes, may declare all outstanding amounts immediately due and payable. Such an Event of Default would also constitute an event of default under the Credit Agreement, which would give the lenders thereunder the right to declare all amounts outstanding under the Credit Agreement to be immediately due and payable.

In the event we are not able to satisfactorily restructure or refinance our debt obligations out of court, or the lenders under our Senior Credit Agreement, or the trustee or the holders of our 7.75% Senior Notes, accelerate the amounts due thereunder, we may seek protection from creditors under Chapter 11 of the U.S. Bankruptcy Code. Any such action could result in a significant or complete loss of value to the holders of our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On May 21, 2008, our Board of Directors authorized the purchase, from time to time, of up to $75.0 million of our Class A common stock, subject to the terms and limitations obtained in any applicable agreements and compliance with other applicable legal requirements. During the three months ended ~~September 30, 2017,~~March 31, 2018, we did not repurchase any shares of our Class A common stock.

Item 6.Exhibits



~~31.1~~		~~Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~31.2~~		~~Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~32.1~~		~~Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~101.INS~~		~~XBRL Instance Document.~~

~~101.SCH~~		~~XBRL Taxonomy Extension Schema Document.~~

~~101.CAL~~		~~XBRL Taxonomy Extension Calculation Linkbase Document.~~

~~101.DEF~~		~~XBRL Taxonomy Extension Definition Linkbase Document.~~

~~101.LAB~~		~~XBRL Taxonomy Extension Labels Linkbase Document.~~

~~101.PRE~~		~~XBRL Taxonomy Extension Presentation Linkbase Document.~~

~~SIGNATURE~~

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~



	~~CUMULUS MEDIA INC.~~

~~Date: November 9, 2017~~	~~By:~~	~~/s/ John Abbot~~
		~~John Abbot~~
		~~Executive Vice President, Treasurer and Chief~~ ~~Financial Officer~~

~~EXHIBIT INDEX~~



31.1		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	CUMULUS MEDIA INC.

May 15, 2018	By:	/s/ John Abbot
		John Abbot
		Executive Vice President, Treasurer and Chief Financial Officer

5245



	Nine Months Ended September 30, 2017
	Radio Station Group		Westwood One		Corporate and Other		Consolidated
Net revenue	$	585,050	$	254,867	$	1,884	$	841,801



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Adjusted EBITDA by segment
Radio Station Group	$	54,660		$	56,237		$	153,571		$	159,278
Westwood One	17,082			(2,689		)	42,993			17,998
Segment Adjusted EBITDA	71,742			53,548			196,564			177,276
Adjustments
Corporate and other expense	(9,977		)	(9,664		)	(28,665		)	(28,278		)
Income tax expense	(5,257		)	(32,788		)	(6,465		)	(24,904		)
Non-operating expense, including net interest expense	(35,336		)	(33,908		)	(103,700		)	(101,934		)
Local marketing agreement fees	(2,717		)	(2,481		)	(8,137		)	(10,351		)
Depreciation and amortization	(15,208		)	(21,957		)	(47,610		)	(68,023		)
Stock-based compensation expense	(354		)	(735		)	(1,422		)	(2,403		)
Gain on sale of assets or stations	83			94,014			2,585			97,155
Impairment of intangible assets	—			—			—			(1,816		)
Loss on early extinguishment of debt	(1,063		)	—			(1,063		)	—
Acquisition-related and restructuring costs	(499		)	450			(2,116		)	(3,237		)
Franchise and state taxes	(140		)	(158		)	(420		)	(527		)
Consolidated net income	$	1,274		$	46,321		$	(449	)	$	32,958

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