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 March 31, ~~2018~~2019



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF ~~1934.~~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~~82-5134717
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

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

(404) 949-0700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Class A common stock, par value $0.0000001 per share	CMLS	Nasdaq Global Market
Title of each class	Trading Symbol(s)	Name of each exchange on which registered

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 “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 ¨ý No ¨

As of May ~~8, 2018,~~2, 2019, the registrant had ~~29,306,374~~16,922,637 outstanding shares of common stock consisting of: (i) ~~29,225,765~~14,155,750 shares of Class A common stock; ~~and~~ (ii) ~~80,609~~2,766,887 shares of Class CB common ~~stock.~~stock in addition to 2,769,239 Series 1 warrants and 405,501 Series 2 warrants.

CUMULUS MEDIA INC.

INDEX



PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)	3X
Condensed Consolidated Balance Sheets as of March 31, ~~2018~~2019 and December 31, ~~2017~~2018	3
Condensed Consolidated Statements of Operations ~~for~~For the Three Months Ended March 31, 2019 (Successor Company) and March 31, 2018 (Predecessor Company)	4
Condensed Consolidated Statement of Stockholders’ Equity For the Three Months Ended March 31, 2018 (Predecessor Company) and ~~2017~~Three Months Ended March 31, 2019 (Successor Company)	45
Condensed Consolidated Statements of Cash Flows Period for the Three Months Ended March 31, 2019 (Successor Company) and March 31, 2018 ~~and 2017~~(Predecessor)	56
Notes to Condensed Consolidated Financial Statements	67
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	3223
Item 3. Quantitative and Qualitative Disclosures About Market Risk	4432
Item 4. Controls and Procedures	4432
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	4432
Item 1A. Risk Factors	44
~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~	4433
Item 6. Exhibits	4533

Signatures	4533

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)


							Successor Company
	March 31, 2018			December 31, 2017			March 31, 2019			December 31, 2018
Assets
Current assets:
Cash and cash equivalents	$	120,122		$	102,891		$	15,333		$	27,584
Restricted cash	9,004			8,999			2,460			2,454
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
Accounts receivable, less allowance for doubtful accounts of $5,078 and $5,483 at March 31, 2019 and December 31, 2018, respectively							223,672			250,111
Trade receivable	5,612			4,224			5,823			3,390
Assets held for sale							157,559			80,000
Prepaid expenses and other current assets	51,720			42,259			35,339			31,452
Total current assets	398,468			393,620			440,186			394,991
Property and equipment, net	193,322			191,604			233,294			235,898
Operating lease right-of-use asset							151,595			—
Broadcast licenses	1,203,809			1,203,809			860,848			935,652
Other intangible assets, net	78,289			82,994			182,367			193,535
Goodwill	135,214			135,214
Other assets	20,772			20,078			12,387			15,076
Total assets	$	2,029,874		$	2,027,319		$	1,880,677		$	1,775,152
Liabilities and Stockholders’ Deficit
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	86,661		$	36,157		$	85,303		$	101,320
Total current liabilities not subject to compromise	86,661			36,157
Current portion of operating lease liabilities							34,948			—
Trade payable							2,384			2,578
Current portion of term loan							13,000			13,000
Total current liabilities							135,635			116,898
Term loan							1,201,668			1,230,299
Operating lease liabilities							114,414			—
Other liabilities	179			54			25,926			25,742
Total liabilities not subject to compromise	86,840			36,211
Liabilities subject to compromise	2,643,984			2,687,223
Deferred income taxes							12,179			12,384
Total liabilities	2,730,824			2,723,434			1,489,822			1,385,323
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 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		)
Commitments and contingencies (Note 13)
Stockholders’ equity:
Class A common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 13,992,145 and 12,995,080 shares issued and outstanding March 31, 2019 and December 31, 2018, respectively							—			—
Class B common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 2,812,006 and 3,560,604 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively							—			—
Treasury stock, at cost, 34,704 shares at March 31, 2019							(633		)	—
Additional paid-in-capital	1,626,594			1,626,428			329,612			328,404
Accumulated deficit	(2,098,555		)	(2,093,554		)
Total stockholders’ deficit	(700,950		)	(696,115		)
Total liabilities and stockholders’ deficit	$	2,029,874		$	2,027,319
Retained earnings							61,876			61,425
Total stockholders’ equity							390,855			389,829
Total liabilities and stockholders’ equity							$	1,880,677		$	1,775,152

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)


							Successor Company			Predecessor Company
	Three Months Ended March 31,						Three Months Ended March 31,			Three Months Ended March 31,
	2018			2017			2019			2018
Net revenue	$	263,679		$	264,030		$	267,496		$	263,679
Operating expenses:
Content costs	99,815			101,780			103,752			102,866
Selling, general and administrative expenses	115,134			114,390			113,503			112,083
Depreciation and amortization	11,981			16,282			14,590			11,981
Local marketing agreement fees	1,107			2,707			1,043			1,107
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		)
Corporate expenses (including stock-based compensation expense of $1,208 and $166, respectively)							12,517			10,487
Loss on sale or disposal of assets or stations							26			11
Total operating expenses	238,535			243,508			245,431			238,535
Operating income	25,144			20,522			22,065			25,144
Non-operating expense:
Non-operating (expense) income:
Reorganization items, net	(30,167		)	—			—			(30,167		)
Interest expense	(128		)	(34,063		)	(22,156		)	(128		)
Interest income	29			37			4			29
Other income, net	3			83
Gain on early extinguishment of debt							381			—
Other (expense) income, net							(28		)	3
Total non-operating expense, net	(30,263		)	(33,943		)	(21,799		)	(30,263		)
Loss before income taxes	(5,119		)	(13,421		)
Income (loss) before income tax expense							266			(5,119		)
Income tax benefit	118			6,026			185			118
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	)
Net income (loss)							$	451		$	(5,001	)
Basic and diluted earnings (loss) per common share (see Note 11, “Earnings (loss) Per Share”):
Basic: Earnings (loss) per share							$	0.02		$	(0.17	)
Diluted: Earnings (loss) per share							$	0.02		$	(0.17	)
Weighted average basic common shares outstanding	29,306,374			29,306,374			20,047,342			29,306,374
Weighted average diluted common shares outstanding	29,306,374			29,306,374			20,209,082			29,306,374

See accompanying notes to the unaudited condensed consolidated financial statements.

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three Months Ended March 31, 2018 (Predecessor Company) and Three Months Ended March 31, 2019 (Successor Company)

(~~Debtor-In-Possession)~~Dollars in thousands)

(Unaudited)



	Class A Common Stock			Class C Common Stock			Treasury Stock
	Number of Shares	Par Value		Number of Shares	Par Value		Number of Shares	Value			Additional Paid-In Capital		Retained Earnings			Total
Balance at December 31, 2017 (Predecessor)	32,031,054	$	320	80,609	$	1	2,806,187	$	(229,310	)	$	1,626,428	$	(2,093,554	)	$	(696,115	)
Net loss	—	—		—	—		—	—			—		(5,001		)	(5,001		)
Stock-based compensation expense	—	—		—	—		—	—			166		—			166
Balance at March 31, 2018 (Predecessor)	32,031,054	$	320	80,609	1		2,806,187	$	(229,310	)	$	1,626,594	$	(2,098,555	)	$	(700,950	)



	Class A Common Stock			Class B Common Stock				Treasury Stock
	Number of Shares	Par Value		Number of Shares		Par Value		Number of Shares	Value			Additional Paid-In Capital		Retained Earnings		Total
Balance at December 31, 2018 (Successor)	12,995,080	$	—	3,560,604		$	—	—	$	—		$	328,404	$	61,425	$	389,829
Net income	—	—		—		—		—	—			—		451		$	451
Shares returned in lieu of tax payments	—	—		—		—		34,704	(633		)	—		—		(633		)
Conversion of Class B common stock	751,633	—		(751,633	)	—		—	—			—		—		—
Exercise of warrants	177,186	—		—		—		—	—			—		—		—
Issuance of common stock	68,246	—		3,035		—		—	—			—		—		—
Stock-based compensation expense	—	—		—		—		—	—			1,208		—		1,208
Balance at March 31, 2019 (Successor)	13,992,145	$	—	2,812,006		$	—	34,704	$	(633	)	$	329,612	$	61,876	$	390,855

See accompanying notes to the unaudited condensed consolidated financial statements.

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


							Successor Company			Predecessor Company
	Three Months Ended March 31,						Three Months Ended March 31,			Three Months Ended March 31,
	2018			2017			2019			2018
Cash flows from operating activities:
Net loss	$	(5,001	)	$	(7,395	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Net income (loss)							$	451		$	(5,001	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	11,981			16,282			14,590			11,981
Amortization of right of use assets							6,027			—
Amortization of debt issuance costs/discounts	—			2,510			134			—
Provision for doubtful accounts	1,105			709			84			1,105
Loss (gain) on sale or disposal of assets or stations	11			(2,606		)
Loss on sale or disposal of assets or stations							26			11
Gain on early extinguishment of debt							(381		)	—
Deferred income taxes	(118		)	(6,030		)	(205		)	(118		)
Stock-based compensation expense	166			538			1,208			166
Other							—			—
Changes in assets and liabilities:
Accounts receivable	22,132			17,234			26,354			22,132
Trade receivable	(1,388		)	(767		)	(2,433		)	(1,388		)
Prepaid expenses and other current assets	(9,461		)	(12,429		)	(3,887		)	(9,461		)
Other assets	(694		)	309			5,898			(694		)
Accounts payable and accrued expenses	35,533			12,852			(23,992		)	35,533
Trade payable	(103		)	(820		)	(116		)	(103		)
Other liabilities	(5,791		)	(962		)	(1,414		)	(5,791		)
Net cash provided by operating activities	48,372			19,425			22,344			48,372
Cash flows from investing activities:
Proceeds from sale of assets or stations	—			6,090
Capital expenditures	(9,005		)	(5,736		)	(5,126		)	(9,005		)
Net cash (used in) provided by investing activities	(9,005		)	354
Net cash used in investing activities							(5,126		)	(9,005		)
Cash flows from financing activities:
Adequate protection payments on term loan	(22,131		)	—			—			(22,131		)
Deferred financing costs	—			(94		)
Repayment of borrowings under term loan							(28,250		)	—
Financing costs							(176		)	—
Shares returned in lieu of tax payments							(633		)	—
Repayments of financing lease obligations							(404		)	—
Net cash used in financing activities	(22,131		)	(94		)	(29,463		)	(22,131		)
Increase in cash and cash equivalents and restricted cash	17,236			19,685
(Decrease) increase in cash and cash equivalents and restricted cash							(12,245		)	17,236
Cash and cash equivalents and restricted cash at beginning of period	111,890			139,284			30,038			111,890
Cash and cash equivalents and restricted cash at end of period	$	129,126		$	158,969		$	17,793		$	129,126
Supplemental disclosures of cash flow information:
Interest paid	$	—		$	19,448
Income taxes paid	353			463
Supplemental disclosures of non-cash flow information:
Trade revenue	$	11,321		$	11,309
Trade expense	9,732			9,567

See accompanying notes to the unaudited condensed consolidated financial statements.

1. ~~Description~~Nature 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,~~“CUMULUS MEDIA,” “we,” “us,” “our,” or the “Company”) is a Delaware corporation, organized in ~~2002,~~2018, and successor ~~by merger~~ to ~~an Illinois~~a Delaware corporation with the same name that had been organized in ~~1997.~~2002.

Nature of Business

A leader in the radio broadcasting industry, ~~Cumulus Media (PINK: CMLSQ)~~CUMULUS MEDIA combines high-quality local programming with iconic, nationally syndicated media, sports and entertainment brands to deliver premium content choices to the ~~245~~250 million people reached each ~~week~~month through its ~~445~~434 owned-and-operated stations broadcasting in ~~90 US~~87 U.S. 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/~~Cumulus Radio Station Group and Westwood One platforms make ~~Cumulus Media~~CUMULUS MEDIA one of the few media companies that can provide advertisers with national reach and local impact. ~~Cumulus/~~The Cumulus Radio Station Group and Westwood One isare the exclusive radio broadcast ~~partner~~partners 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, and more. Additionally, itthe Company 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.

Basis of Presentation

~~The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.~~

~~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 and cash flows for the three months ended March 31, 2018, and the Company’s financial condition as of 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~~

OnAs previously disclosed, on November 29, 2017 (the ~~"Petition Date"~~“Petition Date”), ~~the Company~~CM Wind Down Topco Inc. (formerly known as Cumulus Media Inc.), a Delaware corporation (“Old Cumulus”) and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Petitions”) under ~~chapter~~Chapter 11 of ~~title~~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'~~Debtors’ chapter 11 cases ~~are being~~(the "Chapter 11 Cases") were 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 Bankruptcy Court entered ~~an order confirming~~ the ~~joint plan~~Findings of ~~reorganization~~Fact, Conclusions of Law and Order Confirming the Debtors’ First Amended Joint Chapter 11 Plan of Reorganization [Docket No. 769] (the ~~“Plan”~~“Confirmation Order”) ~~under chapter~~, which confirmed the First Amended Joint Plan of Reorganization of Cumulus Media Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy ~~Code.~~

~~The Company filed certain motions and applications intended~~Code [Docket No. 446] (the “Plan”), as modified by the Confirmation Order. On June 4, 2018 (the “Effective Date”), Old Cumulus satisfied the conditions 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 conditionseffectiveness set forth in the ~~applicable orders, pay certain pre-petition employee wages, salaries, health benefits~~Confirmation Order 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~~Plan, the Plan ~~is effective, the Debtors will continue to manage their properties~~was substantially consummated, 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~~Old Cumulus and the ~~orders of the Bankruptcy Court.~~

other Debtors emerged from Chapter 11. 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,June 29, 2018, the Bankruptcy Court entered an order ~~approving~~closing the ~~Disclosure Statement~~Chapter 11 Cases of all of the Debtors other than Old Cumulus, whose case will remain open until its estate has been fully administered including resolving outstanding claims and ~~authorizing~~ the ~~solicitation~~Bankruptcy Court enters an order closing its case.

In connection with its emergence, Old Cumulus implemented a series of ~~votes on the Plan.~~

~~Pursuant to~~internal reorganization transactions authorized by the Plan ~~a new corporation ("Reorganized Borrower") will acquire~~pursuant to which it transferred substantially all of ~~the~~its remaining assets to an indirectly wholly owned subsidiary of ~~the Company (other than the stock of~~reorganized Cumulus Media ~~Holdings~~Inc. (formerly known as CM Emergence Newco Inc.), a Delaware corporation (“CUMULUS MEDIA” or the “Company”), prior to winding down its business. References to “Successor” or “Successor Company” relate to CUMULUS MEDIA on and subsequent to June 4, 2018. References to “Predecessor”, “Predecessor Company” or “Old Cumulus” refer to Old Cumulus ~~Media Holdings Inc. In the transaction, holders of claims with respect~~prior 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 emergeJune 4, 2018.

Upon emergence from Chapter 11 ~~before~~on the ~~end of~~Effective Date, the ~~second quarter, after the conditions to the Plan are satisfied.~~

~~The~~ Company ~~has~~ applied Accounting Standards Codification (“ASC”) 852 - Reorganizations ("(“ASC ~~852"~~852”) in preparing its ~~Condensed Consolidated Financial Statements. ASC 852 requires~~consolidated financial statements. As a result of the application of fresh start accounting and the effects of the implementation of the Plan, a new entity for financial reporting purposes was created, and consequently the consolidated financial statements ~~for periods subsequent~~on and after June 4, 2018 are not comparable to the ~~Bankruptcy Petitions filings~~consolidated financial statements prior to ~~distinguish transactions and events~~ that ~~are directly associated with~~date.

The accompanying condensed consolidated financial statements include the ~~reorganization from the ongoing operations~~accounts of the ~~business. Accordingly, certain expenses incurred during~~Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Interim Financial Data

In the ~~bankruptcy proceedings~~opinion of management, the Company's unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented. The results for the interim periods are ~~recorded as Reorganization Items, net~~not necessarily indicative of those for the full year. The condensed consolidated financial statements should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.

Revision of Previously Issued Financial Statements

During the third quarter of 2018, the Company determined that it had an error in the ~~Company's~~classification of certain content related costs in the Condensed Consolidated Statement of ~~Operations. In addition, pre-petition obligations that may be impacted by the Company's bankruptcy proceedings~~Operations disclosed in previous periods. The Company should 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~~presented 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~~within Content costs rather than within Selling, general 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~~. The Debtors are currently operating as debtors-in-possession in accordance with the 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 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~~costs. In 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 of the 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 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 substantial number of claims filed, and expected to be filed, the 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 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 accompanying Condensed Consolidated Statement of Operations, ~~for~~ the ~~three months ended March 31, 2018. (See Note 8, "Reorganization Items, net").~~

~~Financial Statement Classification~~previous period has been revised to correct this misclassification. This reclassification resulted in an increase in Content costs 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 chapter 11 cases, and 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 claims resolution process. The Company will continue to evaluate these liabilities throughout the chapter 11 process and adjust amounts as necessary. Such adjustments may be material. (See Note 7, "Liabilities Subject to Compromise").

~~Liquidity and Going Concern Considerations~~

~~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~~$3.1 million and ~~$19.4 million~~a corresponding decrease in Selling, general and administrative costs for the three months ended March 31, 2018 of the Predecessor Company. The correction was not material to the Predecessor Company consolidated financial statements and ~~2017, respectively.~~had no impact on the Successor Company consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("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, valuation assumptions for impairment analysis, certain expense accruals, leases and, if applicable, purchase price allocation. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. Actual amounts and results may differ materially from these estimates.

AsAssets 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 ("DC Land") to a third party. The sale is subject to various conditions and approvals, including, without limitation, the receipt by the buyer of certain required permits and approvals for its expected use of the land. There can be no assurance that such sale will be completed in a timely manner or at all.

On February 13, 2019, the Company announced that it had entered into an agreement to sell six radio stations to Educational Media Foundation ("EMF Sale"). On the same day the Company also announced that it had entered into a swap agreement with Entercom Communications Corp ("Entercom Swap") under which the Company will obtain three stations in Indianapolis in exchange for three Cumulus stations in two other markets. The closing of these transactions is subject to various conditions and regulatory approvals which remain pending. The Company expects these transactions to close within the next twelve months.

The major categories of these assets held for sale are as follows (dollars in thousands):



	March 31, 2019								December 31, 2018
	Entercom Swap		EMF Sale		DC Land		Total		DC Land

Property and equipment, net	$	703	$	826	$	80,000	$	81,529	$	80,000
Broadcast licenses	23,565		51,239		—		74,804		—
Other intangibles	395		831		—		1,226		—
	$	24,663	$	52,896	$	80,000	$	157,559	$	80,000

Supplemental Cash Flow Information

The following summarizes supplemental cash flow information to be read in conjunction with the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2019 (Successor Company) and March 31, 2018 the Company had a $1.7 billion Term Loan outstanding, as described in Note 5, "Long-Term Debt", under its Credit Agreement and $610.0 million of 7.75% Senior Notes (defined below) outstanding. Amounts outstanding under the Term Loan are scheduled to mature on December 23, 2020 and the Notes mature on May 1, 2019. Notwithstanding these maturity dates, and as disclosed further in Note 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 the Notes outstanding exceeds $200.0 million, the maturity date of the Term Loan 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.(Predecessor Company):

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 Notes. The Company will continue to forgo interest payments on the Notes during the pendency of the bankruptcy proceedings.

Based on the Company's substantial level of indebtedness and, as described above, pending the effectiveness of the Plan 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 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.



	Successor Company			Predecessor Company
	Three Months Ended March 31,			Three Months Ended March 31,
	2019			2018
Supplemental disclosures of cash flow information:
Interest paid	$	21,252		$	—
Income taxes (refunded) paid	(675		)	353
Supplemental disclosures of non-cash flow information:
Trade revenue	$	13,308		$	11,321
Trade expense	10,365			9,732
Reconciliation of cash and cash equivalents and restricted cash to the Condensed Consolidated Balance Sheet:
Cash and cash equivalents	$	15,333		$	120,122
Restricted cash	2,460			9,004
Total cash and cash equivalents and restricted cash	$	17,793		$	129,126

Adoption of New Accounting Standards

~~ASU 2014-09 and related updates - Revenue from Contracts with Customers~~ ~~("ASU 2014-09") or ("ASC 606")~~. On January 1, 2018, the Company adopted ASC 606, which is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services and satisfaction of performance obligations to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company applied the modified retrospective method to contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018, are presented under ASC 606, while prior period amounts have not been adjusted and continue to be reported under the previous accounting standards. There was not a material impact to revenues as a result of the 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 Company's business processes, systems, or internal controls as a result of implementing the 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. 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. This ASU also changes certain disclosure requirements associated with the fair value of financial instruments. These changes 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 is effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. 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 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 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 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 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 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 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 statements.

~~Recent Accounting Standards Updates~~

ASU 2016-02 - Leases ("“ASU ~~2016-02"~~2016-02”). In February 2016, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued ~~ASU~~Accounting Standards Update (“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.~~one year. Leases will be classified as either ~~finance~~financing or operating, ~~with classification affecting~~thereby impacting the pattern of expense recognition in the ~~income statement.~~statement of operations. In July 2018, the FASB issued ASU 2018-10 - Codification Improvements to Topic 842, Leases ("ASU 2018-10") and ASU 2018-11 - Targeted Improvements ("ASU 2018-11"), which provides technical corrections and clarification to ASU 2016-02. ASU 2016-02 and amendments ASU 2018-10 and ASU 2018-11 will be effective for fiscal years beginning after December 15, 2018, and interim periods thereafter. Early adoption is permitted. The standard requires the application of a modified retrospective approach by either applying the lease standard to each lease that existed at the beginning of the earliest comparative period presented in the financial statements, as well as leases that commenced after that date and recognizing a cumulative effect adjustment for leases that commenced prior to the beginning of the earliest comparative period presented, or applying the standard to the leases that commenced as of the beginning of the reporting period in which the entity first applies the leases standard with a cumulative effect adjustment as of that date. The Company adopted this standard on January 1, 2019 and elected the "package of practical expedients" and as a result did not recast existing leases prior to January 1, 2019. The new lease standard also provides as a practical expedient and an accounting policy election, the option to not separate nonlease components from the associated lease components and instead account for each separate lease component and its associated nonlease components as a single lease component. The company elected this option for leases under lessor and lessee agreements.

The Company aggregated and evaluated lease arrangements, implemented new controls and processes, and implemented a lease accounting system. Adoption of the new standard resulted in recording operating lease right-of-use assets and operating lease liabilities of approximately $156.1 million and $154.5 million on January 1, 2019. See Note 12 for further information.

ASU 2018-07 - Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting (“ASU 2018-07”). The standard aligns the accounting for share-based payment awards issued to employees and non-employees. Changes to the accounting for non-employee awards include: (1) equity-classified share-based payment awards issued to non-employees will now be measured on the grant date, instead of the previous requirement to re-measure the awards through the performance completion date; (2) for performance conditions, compensation cost associated with the award will be recognized when achievement of the performance condition is probable, rather than upon achievement of the performance

condition; and (3) the current requirement to reassess the classification (equity or liability) for nonemployee awards upon vesting will be eliminated, except for awards in the form of convertible instruments. The guidance should be applied to all new awards granted after the date of adoption. In addition, the modified retrospective approach should be used on all liability-classified awards that have not been settled and equity-classified awards for which a measurement date has not been established by the adoption date by re-measurement at fair value as of the adoption date with a cumulative effect adjustment to opening retained earnings in the fiscal year of adoption. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted ASU 2018-07 as of January 1, 2019 and there was no material impact to the Condensed Consolidated Financial Statements.

In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule is effective on November 5, 2018. The Company has applied the new SEC disclosure requirements in its Condensed Consolidated Financial Statements.

Recent Accounting Standards Updates

ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”). In June 2016, the FASB issued ASU 2016-13 which requires entities to estimate loss of financial assets measured at amortized cost, including trade receivables, debt securities and loans, using an expected credit loss model. The expected credit loss differs from the previous incurred losses model primarily in that the loss recognition threshold of “probable” has been eliminated and that expected loss should consider reasonable and supportable forecasts in addition to the previously considered past events and current conditions. Additionally, the guidance requires additional disclosures related to the further disaggregation of information related to the credit quality of financial assets by year of the asset’s origination for as many as five years. Entities must apply the standard provision as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently ~~assessing~~evaluating the potential impact ~~that~~of adopting ASU ~~2016-02 will have~~2016-13 on its ~~consolidated financial statements~~Consolidated Financial Statements.

ASU 2018-13 - Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). In August 2018, the FASB issued ASU 2018-13, which eliminates, adds and ~~plans~~modifies certain disclosure requirements for fair value measurements. The update eliminates the following disclosure requirements for all entities: the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the entity’s policy for the timing of transfers between levels of the fair value hierarchy, and the entity’s valuation processes for Level 3 fair value measurements. ASU 2018-13 adds the following disclosure requirements: the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements of instruments held at the end of the reporting period and for recurring and nonrecurring Level 3 fair value measurements, the range and weighted average used to ~~adopt~~develop significant unobservable inputs and how the ~~new standard~~weighted average was calculated. ASU 2018-13 will be effective ~~January 1, 2019.~~for fiscal years beginning after December 15, 2019, and interim periods thereafter. Early adoption is permitted for any removed or modified disclosures. The Company is currently evaluating the potential impact of adopting ASU 2016-13 on its Consolidated Financial Statements.

2. ~~Revenues~~Reorganization Items, Net

~~Adoption~~In accordance with ASC 852, Reorganization Items incurred as a result of ~~ASC Topic 606 - Revenue~~the Chapter 11 Cases were presented separately in the Predecessor Company's Condensed Consolidated Statement of Operations prior to the Company's emergence from ~~Contracts with Customers~~Chapter 11. For the three months ended March 31, 2018 (Predecessor Company) Reorganization Items were as follows (in thousands):



	Predecessor Company
	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

~~On January 1,~~(a) Legal, financial advisory and other professional costs directly associated with the reorganization process.

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

During the three months ending March 31, 2018, the Company ~~adopted ASC 606 using~~made payments of approximately $7.9 million for Reorganization Items. Costs incurred as a result of the ~~modified retrospective method. Results for reporting periods beginning after January 1, 2018~~Chapter 11 Cases by the Successor Company subsequent to its emergence from Chapter 11 are ~~presented~~classified as Corporate Expenses in ~~accordance with ASC 606, while prior period amounts have not been adjusted and continue to be reported in accordance with~~ the Successor Company's ~~historic accounting under~~ ~~ASC 605 - Revenue Recognition~~ ~~("ASC 605").~~Condensed Consolidated Statement of Operations.

3. Revenues

Revenue Recognition

~~Under current and prior revenue guidance, revenues~~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,				Successor Company		Predecessor Company
	2018		2017		Three Months Ended March 31, 2019		Three Months Ended March 31, 2018
Radio Station Group
Advertising revenues (broadcast, digital, non-traditional revenue ("NTR") and trade)	$	165,552	$	172,724
Cumulus Radio Station Group
Advertising revenues (broadcast, digital, non-traditional revenue (“NTR”) and trade)					$	165,696	$	167,327
Non-advertising revenues (tower rental and other)	2,673		879		845		898
Total Radio Station Group revenue	$	168,225	$	173,603
Total Cumulus Radio Station Group revenue					$	166,541	$	168,225

Westwood One
Advertising revenues (broadcast, digital and trade)	$	90,530	$	85,643	$	96,309	$	90,530
Non-advertising revenues (license fees and other)	4,260		4,212		4,050		4,260
Total Westwood One revenue	$	94,790	$	89,855	$	100,359	$	94,790

Other (1)	$	664	$	572	$	596	$	664
Total Revenue	$	263,679	$	264,030	$	267,496	$	263,679


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

~~Advertising Revenues~~Trade and Barter Transactions

~~Substantially all of the Company's revenues are from advertising.~~ T~~he Company’s advertising revenue is primarily generated through the sale of broadcast radio~~The Company provides 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~~products, supplies, or ~~lodging, instead of for cash.~~services. Trade revenue totaled $13.3 million and $11.3 million for ~~each of~~ the three months ended March 31, ~~2018,~~2019 (Successor Company) and March 31, ~~2017.~~2018 (Predecessor Company), respectively.

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.~~

Contract Costs

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~~the Company uses the practical expedient that allows ~~the option to expense~~expensing commissions as they are incurred. For contracts where the new and renewal commission rates are commensurate, management used the contract life for the amortization ~~period assessed by management was the contract life.~~period. 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, asbecause 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, 2019 and December 31, 2018, the Company recorded ~~an asset~~assets of approximately ~~$1.6~~$6.7 million and $6.5 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.

Remaining Performance Obligations

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~~$11.3 million of ~~revenue in 2019.~~revenue.

3.4. Restricted Cash

As of ~~each of~~ March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, the ~~Company’s~~ Condensed Consolidated Balance Sheets included approximately ~~$9.0~~$2.5 million 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.~~policies.

4.5. Intangible Assets ~~and Goodwill~~

The following table presents ~~goodwill balances and accumulated impairment losses on a segment and consolidated basis~~the intangible assets as of ~~January 1, 2018~~March 31, 2019 and ~~March~~December 31, 2018 (dollars in thousands):

~~Radio Station Group~~

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

~~Westwood One~~

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

~~Consolidated~~

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



Intangible Assets:	Indefinite-Lived			Definite-Lived			Total
Balance as of December 31, 2018	$	956,836		$	172,351		$	1,129,187
Transfers to assets held for sale (See Note 1)	(75,413		)	(660		)	(76,073		)
Amortization	—			(7,929		)	(7,929		)
Other ^(a)	—			(1,970		)	(1,970		)
Balance as of March 31, 2019	$	881,423		$	161,792		$	1,043,215

(a) Reclassification of leasehold intangibles to right of use assets related to the adoption of ASC 842

The ~~following table presents~~Company's indefinite-lived intangible ~~asset balances as~~assets consist of ~~December 31, 2017~~broadcasting licenses and ~~March 31, 2018,~~trademarks, while the Company's definite-lived intangible assets consist of broadcast advertising 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, 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

affiliate relationships.

The Company performs impairment testing of its ~~Federal Communications Commission ("FCC")~~broadcasting licenses ~~and goodwill~~ annually as of December 31 of each year and on an interim basis if events or circumstances indicate that ~~FCC~~broadcasting licenses ~~or goodwill~~ may be impaired. The Company reviews the carrying value of its definite-lived intangible assets, primarily broadcast 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 any interim impairment tests during the ~~period~~three months ended March 31, ~~2018.~~

2019.

6. Long-Term Debt

The Company’s long-term debt consisted of the following as of March 31, ~~2018~~2019 and December 31, ~~2017~~2018 (dollars in thousands):

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 $ —
$ —



	March 31, 2019		December 31, 2018
Term Loan	$	1,201,668	$	1,230,299
Plus: current portion	13,000		13,000
Long-term debt, net	$	1,214,668	$	1,243,299

In connection with the filing of the Bankruptcy Petitions, all amounts outstanding under the Term Loan (as defined below) and 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

~~The Company's~~On the Effective Date, Cumulus Media New Holdings Inc., a Delaware corporation (“Holdings”) and an indirectly wholly-owned subsidiary of the Company, and certain of the Company’s other subsidiaries, entered into the Credit Agreement ~~consists~~with the holders of aclaims with respect to the Predecessor Term Loan ~~(the “Term Loan”)~~under the Canceled Credit Agreement, as term loan lenders. Pursuant to the Credit Agreement, the lenders party thereto were deemed to have provided Holdings and its subsidiaries that are party thereto as co-borrowers with a stated maturity date in December 2020. Notwithstanding the stated maturity date of the Term Loan, if on January 30, 2019, the aggregate principal amount outstanding exceeds $200.0 million, the Term Loan maturity date 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~~$1.3 billion ~~and $1.72 billion, respectively, outstanding under the~~senior secured 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 Term Loan~~Credit Agreement bear interest at a per annum rate equal to (i) the ~~option~~London Inter-bank Offered Rate (“LIBOR”) plus an applicable margin of ~~Cumulus Holdings, based on the Base Rate (as defined below) or LIBOR, plus 3.25% on LIBOR-based borrowings and 2.25% on Base Rate-based borrowings. LIBOR-based borrowings are~~4.50%, subject to a LIBOR floor of ~~1.0%.~~1.00%, or (ii) the Alternative Base ~~Rate-based borrowings are~~Rate (as defined below) plus an applicable margin of 3.50%, subject to aan Alternative Base Rate floor of ~~2.0%~~2.00%. The Alternative Base Rate is defined, for any day, as the ~~rate~~ per annum rate equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus ~~0.5%~~1/2 of 1.0%, (ii) the ~~prime commercial lending~~ rate identified as the “Prime Rate” and normally published in the Money Rates section of ~~JPMorgan Chase Bank, N.A., as established from time to time,~~the Wall Street Journal, and (iii) ~~30 day~~one-month LIBOR plus 1.0%. At March 31, ~~2018~~,2019, the Term Loan bore interest at ~~4.90%~~7.0% per annum.

~~As a result~~Amounts outstanding under the Term Loan amortize in equal quarterly installments of 0.25% 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 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 theoriginal principal ~~balance of the Term Loan. As a result, the Company applied adequate protection payments of approximately $22.1 million to the principal balance~~amount of the Term Loan ~~for~~with 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~~balance payable on the ~~filing~~maturity date. The maturity date of the ~~Bankruptcy Petitions.~~

Term Loan is May 15, 2022.

The Credit Agreement contains representations, covenants and events of default ~~in the Credit Agreement~~that are customary for financing transactions of this nature. ~~Any efforts~~Events of default in the Credit Agreement include, among others: (a) the failure to ~~enforce such~~pay when due the obligations ~~upon~~owing thereunder; (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 Holdings or any of its subsidiaries; (f) the loss, revocation or suspension of, or any material impairment in the ability to use, any one or more of, any material FCC licenses; (g) any representation or 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 Credit Agreement). Upon the occurrence of an event of default, ~~have been automatically stayed as a result~~the Agent may, with the consent of, or upon the request of, the ~~Company's Bankruptcy Petition and~~required lenders, accelerate the Term Loan ~~holders'~~and exercise any of its rights as a secured party under the Credit Agreement and the ancillary loan documents provided, that in the case of ~~enforcement in~~certain bankruptcy or insolvency events with respect ~~of these obligations are subject~~ to ~~the applicable provisions of the Bankruptcy Code.~~

~~Certain mandatory prepayments on~~a borrower, the Term Loan ~~are~~will automatically accelerate.

The Credit Agreement does not contain any financial maintenance covenants. The Credit Agreement provides that Holdings will be permitted to enter into either a revolving credit facility or receivables facility providing commitments of up to $50.0 million, subject to certain conditions (see below).

The borrowers may elect, at their option, to prepay amounts outstanding under the Credit Agreement without premium or penalty. The borrowers may be required to make mandatory prepayments of the Term Loan upon the occurrence of specified events ~~including upon~~as set forth in the ~~incurrence of certain additional indebtedness,~~Credit Agreement, including upon the sale of certain assets and ~~upon~~from Excess Cash Flow (as defined in the ~~occurrence~~Credit Agreement). On October 11, 2018, the Company purchased $50.2 million of ~~certain condemnation or casualty events, and from excess cash flow.~~face value of the Term Loan for $50.0 million, a discount to par value of 0.40%. On March 18, 2019, the Company purchased $25.4 million of face value of the Term Loan for $25.0 million, a discount to par value of 1.50%.

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 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’ obligationsAmounts outstanding under the Credit Agreement are guaranteed by Cumulus Media Intermediate Inc. (“Intermediate Holdings”), which is a subsidiary of the Company, and the present and future wholly-owned subsidiaries of Holdings that are not borrowers thereunder, subject to certain exceptions as set forth in the Credit Agreement (the “Guarantors”) and secured by a security interest in substantially all of ~~its restricted~~the assets of Holdings, the subsidiaries ~~other than Cumulus Holdings.~~of Holdings party to the Credit Agreement as

~~7.75% Senior Notes~~

~~On May 13, 2011,~~borrowers, and the Guarantors. As of March 31, 2019, the Company ~~issued $610.0 million aggregate principal amount of 7.75% Senior Notes due 2019 (the "7.75% Senior Notes").~~was in compliance with all required covenants under the Credit Agreement.

Revolving Credit Agreement

On ~~September 16, 2011, the Company and Cumulus~~August 17, 2018, Holdings entered into a ~~supplemental indenture~~$50.0 million revolving credit facility (the “Revolving Credit Facility”) pursuant to a credit agreement (the “Revolving Credit Agreement”), dated as of August 17, 2018, with ~~the trustee~~certain subsidiaries of Holdings as borrowers, Intermediate Holdings as a guarantor, certain lenders, and Deutsche Bank AG New York Branch as a lender and Administrative Agent.

The Revolving Credit Facility matures on August 17, 2023. Availability under the ~~indenture governing the 7.75% Senior Notes which provided for, among other things, the (i) assumption by Cumulus Holdings of all obligations~~Revolving Credit Facility is tied to a borrowing base formula that is based on 85% of the ~~Company related~~accounts receivable of the borrowers and the guarantors, subject to customary reserves and eligibility criteria. Under the Revolving Credit Facility, up to $10.0 million of availability may be drawn in the form of letters of credit.

Borrowings under the Revolving Credit Facility bear interest, at the option of Holdings, based on (i) LIBOR plus a percentage spread (ranging from 1.25% to 1.75%) based on the average daily excess availability under the Revolving Credit Facility or (ii) the Alternative Base Rate (as defined below) plus a percentage spread (ranging from 0.25% to 0.75%) based on the average daily excess availability under the Revolving Credit Facility. The Alternative Base Rate is defined, for any day, as the per annum rate equal to the ~~7.75% Senior Notes;~~highest of (i) the federal funds rate plus 1/2 of 1.0%, (ii) ~~substitution of Cumulus Holdings for~~ the ~~Company~~rate identified as ~~issuer; (iii) release~~the “Prime Rate” and normally published in the Money Rates section of the ~~Company from all obligations as original issuer;~~Wall Street Journal, 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,~~(iii) one-month LIBOR 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.1.0%. In addition, the ~~7.75% Senior Notes and the guarantees are structurally subordinated to all~~unused portion of the ~~liabilities~~Revolving Credit Facility will be subject to a commitment fee ranging from 0.250% to 0.375% based on the utilization of the ~~Company and its subsidiaries.~~facility.

The ~~Indenture governing the 7.75% Senior Notes~~Revolving Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. ~~Any efforts~~Events of default in the Revolving Credit Agreement include, among others: (a) the failure to ~~enforce~~pay when due the obligations ~~upon~~owing thereunder; (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 Holdings or any of its subsidiaries; (f) the loss, revocation or suspension of, or any material impairment in the ability to use, any one or more of, any material Federal Communications Commission licenses; (g) any representation or 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). Upon the occurrence of an event of default, ~~have been automatically stayed~~the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the Revolving Credit Agreement and the ancillary loan documents as a ~~result~~secured party.

The Revolving Credit Agreement does not contain any financial maintenance covenants with which the Company must comply. However, if average excess availability under the Revolving Credit Facility is less than the greater of (a) 12.50% of the ~~filing~~total commitments thereunder or (b) $5.0 million, the Company must comply with a fixed charge coverage ratio of not less than 1.0:1.0.

Amounts outstanding under the Revolving Credit Agreement are guaranteed by Intermediate Holdings and the present and future wholly-owned subsidiaries of Holdings that are not borrowers thereunder, subject to certain exceptions as set forth in the Revolving Credit Agreement (the “Revolver Guarantors”) and secured by a security interest in substantially all of the ~~Bankruptcy Petitions~~assets of Holdings, the subsidiaries of Holdings party to the Credit Agreement as borrowers, 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 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 while under bankruptcy protection. As a result, the Company's interest expense attributable to the 7.75% Senior Notes for the three months ended March 31, 2018 was approximately $11.8 million lower than it would have been absent the filing of the Bankruptcy Petitions.Revolver Guarantors.

~~Amortization~~As of ~~Debt Discount and Debt Issuance Costs~~

~~For the three months ended~~ March 31, ~~2017,~~2019, and December 31, 2018, $4.1 million and $2.8 million were outstanding in the form of letters of credit under the Revolving Credit Facility, respectively. As of March 31, 2019, the Company ~~amortized $2.5 million of debt discount and debt issuance costs related to its Term Loan and 7.75% Senior Notes. As a result of~~was in compliance with all required covenants under the Company’s chapter 11 cases, the Company expensed the entire remaining balance of deferred financing costs and debt discount during the fourth quarter of 2017. Thus, no amortization was recorded for the quarter ended March 31, 2018.Revolving Credit Agreement.

6.7. Fair Value Measurements

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


	March 31, 2018		December 31, 2017	March 31, 2019		December 31, 2018
Term Loan:
Gross value	$	1,700,078	1,722,209	$	1,214,668	$	1,243,299
Fair value - Level 2	1,449,316		1,481,100	$	1,196,934	$	1,182,688
7.75% Senior Notes:
Gross value	$	610,000	610,000
Fair value - Level 2	98,210		105,988

As of March 31, 2019, and December 31, 2018, the Company ~~obtained the closing~~used trading prices from a third party of ~~85.2%~~98.54% and 95.13% to calculate the fair value of the Term Loan, ~~and 16.1% to calculate the fair value of the 7.75% Senior Notes.~~

As of December 31, 2017, the Company used the closing trading prices from a third party of 86.0% from a third party to calculate the fair value of the Term Loan and 17.4% to calculate the fair value of the 7.75% Senior Notes.

~~7. Liabilities Subject to Compromise~~

As discussed in Note 1, "Description of Business, Interim Financial Data and Basis of 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

As permitted under the Bankruptcy Code, the Company may reject pre-petition executory contracts. As a result, additional amounts may be included in Liabilities Subject to Compromise in future periods, including following the Company's emergence from bankruptcy protection.

Determination of the value at which liabilities will ultimately be settled cannot be made until the Plan has been reconciled and effectuated. The Company will continue to evaluate the amount and classification of its pre-petition liabilities. Any additional liabilities that are subject to compromise will be recognized accordingly, and the aggregate amount of Liabilities Subject to Compromise may change, including after effectiveness of the Plan.respectively.

8. ~~Reorganization Items, Net~~Income Taxes

~~Reorganization items incurred as a result~~

For the three months ended March 31, 2019 the Company recorded income tax benefit of ~~the chapter 11 cases are presented separately~~$0.2 million on pre-tax book income of $0.3 million, resulting in ~~the accompanying Condensed Consolidated Statement of Operations~~an effective tax rate for the 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

~~(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.~~

~~(c) Non-cash expenses to record estimated allowed claim amounts related to rejected executory contracts.~~

As of March 31, 2018, $23.2 million of Professional fees and Other were unpaid and accrued in Accounts Payable and Accrued Expenses in the accompanying Condensed Consolidated Balance Sheet. For the three months ending March 31, 2018, the Company made payments2019 of approximately ~~$7.9 million for Reorganization Items.~~

~~9. Loss Per Share~~

The Company calculates basic loss per share by dividing net loss by the weighted average number of common shares outstanding, excluding restricted shares. The Company 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 well as the effect of anti-dilutive securities excluded from diluted weighted average common 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 )

~~10. Income Taxes~~

(69.8)%. For the three months ended March 31, 2018, the Company recorded an income tax benefit of $0.1 million on pre-tax loss ~~before income taxes~~ of $5.1 million, resulting in an effective tax rate for the three months ended March 31, 2018 of approximately 2.3%.

The difference between the effective tax rate and the federal statutory rate of 21.0% for the three months ended March 31, 2019 primarily relates to state and local income taxes, the effect of certain statutory non-deductible expenses, excess tax benefits related to share-based compensation awards, and the tax effect of changes in uncertain tax positions.

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~~relates 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 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 March 31, 2017 primarily relates to state and local income taxes and the tax effect of certain statutory non-deductible items.

The Company ~~continually reviews the adequacy of the valuation allowance and~~ recognizes the benefits of deferred tax assets only as ~~a reassessment~~its assessment 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”~~740"). AsThe Company continually reviews the adequacy of the valuation allowance, and as of March 31, ~~2018,~~2019 has not recorded a valuation allowance since the Company continues to ~~maintain a full valuation allowance on federal and state net operating loss carryforwards for which the Company does not~~ believe ~~it will be able to~~that its deferred tax assets 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~~in assessing the likely future tax consequences of events that have been recognized in the ~~Company’s~~Company's financial statements or tax ~~returns.~~returns as well as future profitability.

9. Stockholders' Equity

Common Stock

Pursuant to the Company’s amended and restated certificate of incorporation (the “Charter”), the Company is authorized to issue an aggregate of 300,000,000 shares of stock divided into three classes consisting of: (i) 100,000,000 shares of new Class A common stock; (ii) 100,000,000 shares of new Class B common stock; and (iii) 100,000,000 shares of preferred stock.

As of March 31, 2019, the Successor Company had 16,804,151 aggregate issued and outstanding shares of new common stock consisting of:

(i) 13,992,145 shares designated as Class A common stock; and

(ii) 2,812,006 shares designated as Class B common stock

Stock Purchase Warrants

On the Effective Date, the Company entered into a warrant agreement (the “Warrant Agreement”) with Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent. In accordance with the Plan and pursuant to the Warrant Agreement, on the Effective Date, the Company (i) issued 3,016,853 Series 1 warrants (the “ Series 1 warrants”) to purchase shares of new Class A common stock or new Class B common stock, on a one-for-one basis with an exercise price of $0.0000001 per share, to certain claimants with claims against the Predecessor Company and (ii) issued or will issue 712,736 Series 2 warrants (the “ Series 2 warrants” and, together with the Series 1 warrants the “Warrants”) to purchase shares of new Class A common stock or new Class B common stock on a one-for-one basis with an exercise price of $0.0000001 per share, to other claimants. The Warrants expire on June 4, 2038.

10. Stock-Based Compensation Expense

In accordance with the Plan and with the approval of the Board, the Long-Term Incentive Plan (the “Incentive Plan”) became effective as of the Effective Date. The Incentive Plan is intended to, among other things, help attract, motivate and retain key employees and directors and to reward them for making major contributions to the success of the Company. The Incentive Plan permits awards to be made to employees, directors, or consultants of the Company or an affiliate of the Company.

Unless otherwise determined by the Board, the Board’s compensation committee will administer the Incentive Plan. The Incentive Plan generally provides for the following types of awards:

stock options (including incentive options and nonstatutory options);

restricted stock;

stock appreciation rights;

dividend equivalents;

other stock-based awards;

performance awards; and

cash awards.

The aggregate number of shares of new Class A common stock reserved for issuance pursuant to the Incentive Plan is 2,222,223 on a fully diluted basis. Awards can be made under the Incentive Plan for a period of ten years from June 4, 2018, subject to the right of the stockholders and the Board to terminate the Incentive Plan at any time.

On or about the Effective Date and pursuant to the Plan, the Company granted 562,217 restricted stock units (“RSUs”) and 562,217 stock options (“Options”) under the Incentive Plan and the terms of the relevant restricted stock unit agreements (the “Restricted Stock Unit Agreements”) and stock option agreements (the “Option Agreements”), as applicable, to certain employees, including its executive officers (collectively, “Management”), representing an aggregate of 1,124,434 shares of new Class A common stock (collectively, the “Management Emergence Awards”).

Fifty percent (50%) of the RSUs granted to Management vest ratably on each of December 31, 2018, 2019 and 2020, subject to certain performance-based criteria. Of the remaining fifty percent (50%) of the RSUs and one hundred percent (100%) of the Options granted to Management, 30% will vest on each of the first two anniversaries of the Effective Date, and 20% will vest on each of the third and fourth anniversaries of the Effective Date. The vesting of each of the Management Emergence Awards is also subject to, among other things, each such employee’s continued employment with the Company.

On February 1, 2019, the Company granted an additional 144,000 RSUs to Management. Two-thirds (2/3) of the granted RSUs have time-based vesting under which 30% will vest on each of the first two anniversaries of the grant date, and 20% will vest on each of the third and fourth anniversaries of the grant date. The remaining one-third (1/3) will vest ratably on each of December 31, 2019, 2020 and 2021, subject to certain performance-based criteria.

If an employee’s employment is terminated by the Company or its subsidiaries without Cause, by the employee for Good Reason (each, as defined in the award agreement) or by reason of death or Disability (as defined in the award agreement), such employee will become vested in an additional tranche of the unvested awards issued under the Incentive Plan as if the employee’s employment continued for one (1) additional year following the qualifying termination date; provided, that with respect to the Chief Executive Officer and Chief Financial Officer, (i) an amount equal to 50% of the unvested components of the awards issued under the Incentive Plan will accelerate and vest (75% if such termination occurs on or before the first (1st) anniversary of the Effective Date) and (ii) vested Options will remain outstanding until the expiration date of such Option. If an employee’s employment is terminated by the Company or its subsidiaries without Cause or by the employee for Good Reason, in either instance at any time within the three month period immediately preceding, or the twelve month period immediately following, a Change in Control (as defined in the award agreement), such employee will become vested in all unvested awards issued under the Incentive Plan.

In addition, on or about the Effective Date and pursuant to the Plan, the Company granted each non-employee director certain RSUs and Options under the Incentive Plan and the terms of the relevant Restricted Stock Unit Agreements and Option Agreements, as applicable, representing an aggregate of 56,721 shares of new Class A common stock (the “Director Emergence Awards”). The RSUs and Options granted to each non-employee director vest in four equal installments on the last day of each calendar quarter, commencing on June 30, 2018. The vesting of each of the Director Emergence Awards is also subject to, among other things, each such non-employee director’s continued role as a director with the Company. Upon a Change in Control, all unvested Director Emergence Awards will fully vest.

The total share-based compensation expense included in “Corporate expenses” in the accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 2019 and March 31, 2018 was as follows (in thousands):



	Successor Company		Predecessor Company
	Three Months Ended March 31, 2019		Three Months Ended March 31, 2018
Stock option grants	$	355	$	166
Restricted stock unit grants	853		—
Total expense	$	1,208	$	166

11. Earnings (Loss) Per Share

The Company calculates basic earnings (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding, excluding restricted shares. The Company calculates diluted earnings (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding plus the dilutive effect of all outstanding share-based awards, including stock options and restricted stock awards. Warrants generally are included in basic and diluted shares outstanding because there is little or no consideration paid upon exercise of the Warrants. Antidilutive instruments are not considered in this calculation. The Company applies the two-class method to calculate earnings per share. Because both classes share the same rights in dividends and earnings, earnings per share (basic and diluted) are the same for both classes.

The following table presents the reconciliation of basic to diluted weighted average common shares from diluted weighted average common shares (in thousands):



	Successor Company		Predecessor Company
	Three Months Ended March 31, 2019		Three Months Ended March 31, 2018
Basic Earnings (Loss) Per Share
Numerator:
Undistributed net income (loss) from operations	$	451	$	(5,001	)
Basic net income (loss) attributable to common shares	$	451	$	(5,001	)
Denominator:
Basic weighted average shares outstanding	20,047		29,306
Basic undistributed net income (loss) per share attributable to common shares	$	0.02	$	(0.17	)

Diluted Earnings (Loss) Per Share
Numerator:
Undistributed net income (loss) from operations	$	451	$	(5,001	)
Diluted net income (loss) attributable to common shares	$	451	$	(5,001	)
Denominator:
Basic weighted average shares outstanding	20,047		29,306
Effect of dilutive options and restricted share units	162		—
Diluted weighted average shares outstanding	20,209		29,306
Diluted undistributed net income (loss) per share attributable to common shares	$	0.02	$	(0.17	)

12. Leases

As described in Note 1, the Company adopted ASU 2016-02 ("ASC 842") effective January 1, 2019 using a modified retrospective approach and elected the practical expedients allowed under the standard.

The Company has entered into various lease agreements both as the lessor and lessee. The leases have been classified as both operating and finance leases in accordance with ASC 842, and primarily consists of leases for land, tower space, office space, certain office equipment and vehicles. The Company also has sublease arrangements that provide a nominal amount of income. A right-of-use asset and lease liability have been recorded on the balance sheet for all leases except those with an original lease term of twelve months or less. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. As a lessor, we reserve the rights to the underlying assets in our agreements and do not expect to derive any amounts at the end of the lease terms.

The Company's leases typically have lease terms between five to ten years. Most of these leases include one or more renewal options for periods ranging from one to ten years. At lease commencement, the Company assesses whether it is reasonably certain to exercise a renewal option. Options that are reasonably certain of being exercised are factored into the determination of the lease term, and related payments are included in the calculation of the right-of-use asset and lease liability. The Company assumes that certain tower and land leases will be renewed for one additional term.

The Company uses its incremental borrowing rate to calculate the present value of lease payments when the interest

rate implicit in a lease is not disclosed. The incremental borrowing rate is based on a 1-year LIBOR rate plus an estimated credit spread consistent with our Credit Agreement.

The following table presents the Company's total right-of-use assets and lease liabilities as of March 31, 2019 (dollars in thousands):



	March 31, 2019
Right-of-use assets
Operating	$	151,595
Finance, net of accumulated amortization of $110	627
Total Assets	$	152,222

Liabilities
Current
Operating	$	34,948
Finance	390
Noncurrent
Operating	114,414
Finance	237
Total Liabilities	$	149,989

The following table presents the total lease cost for three months ended March 31, 2019 (dollars in thousands):



	Three Months Ended March 31, 2019
Operating Lease Cost	$	9,428

Finance Lease Cost
Amortization of right-of-use assets	$	115
Interest on lease liabilities	13
Less: Sublease Income	(430		)
Total Lease Cost	$	9,126

Total lease income related to lease payments for our lessor arrangements was $0.7 million for the three months ended March 31, 2019.

Other Supplementary Data



	Three Months Ended March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	8,041
Operating cash flows from finance leases	13
Financing cash flows from finance leases	115



	March 31, 2019
Weighted Average Remaining Lease Term (in years)
Operating leases	8.1
Finance leases	2.2

Weighted Average Discount Rate
Operating leases	7.5	%
Finance leases	7.5	%

Maturities of lease liabilities as of March 31, 2019 were as follows (dollars in thousands):



	Operating Leases		Finance Leases		Total
2019 ^(a)	$	25,066	$	324	$	25,390
2020	31,243		214		31,457
2021	24,708		101		24,809
2022	22,262		35		22,297
2023	20,605		4		20,609
Thereafter	78,592		—		78,592
Total lease payments	$	202,476	$	678	$	203,154
Less: interest	53,114		51		53,165
Present value of lease liabilities	$	149,362	$	627	$	149,989

Future minimum payments related to the Company's failed sale-leaseback as of March 31, 2019 were as follows (dollars in thousands):



	Total
2019 ^(a)	$	895
2020	1,557
2021	1,603
2022	1,650
2023	1,701
Thereafter	2,052
Total lease payments	$	9,458

(a) Excludes the three months ended March 31, 2019.

Maturities of lease payments to be received as of March 31, 2019 were as follows (dollars in thousands):



	Operating Leases
2019 ^(a)	$	2,082
2020	2,323
2021	1,930
2022	1,671
2023	1,250
Thereafter	2,089
Total lease receivables	$	11,345

(a) Excludes the three months ended March 31, 2019.

13. Commitments and Contingencies

Future Commitments

The radio broadcast industry’s principal ratings service is Nielsen Audio ~~("Nielsen"~~(“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 ~~$188.0~~$138.8 million, as of March 31, ~~2018,~~2019, and is expected to be paid in accordance with the agreements through December 2021.

The Company engages Katz Media Group, Inc. ~~("Katz"~~(“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 targets achieved.~~ As of March 31, ~~2018,~~2019, the Company believes that it will meet all such material minimum obligations.

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. On April 10, 2018, the Court approved the purchase and the Company 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 asset purchase 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 March 31, 2018, liabilities related to the Exit Plan of $1.4 million are included in Liabilities Subject to Compromise in the Condensed Consolidated Balance Sheet. The Company does not anticipate any additional meaningful future charges in connection with the Exit Plan other than those 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, alleged that the defendants have infringed on two of plaintiff’s patents entitled “Selection and Retrieval of Music from a Digital Database.” The Complaint 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. Notwithstanding the foregoing, on November 27, 2017, the Plaintiff and defendants filed a stipulation of dismissal of the action and the action was dismissed with prejudice by court order in early December, 2017, thereby concluding the 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. On October 11, 2018, President Trump signed the Orrin G. Hatch-Bob Goodlatte Music Modernization Act into law, which, among other things, provides new federal rights going forward for owners of pre-1972 Recordings. The question of whether public performance rights ~~exist~~existed for Pre-1972 recordings under state ~~laws~~law prior to the enactment of the new Music Modernization Act is still being litigated in the Ninth ~~and Eleventh Circuits~~Circuit as a result of ~~cases~~a case filed in ~~California and Florida.~~California. Cumulus is not a party to ~~those cases,~~that case, and the Company is not yet able to determine what effect ~~those proceedings~~that proceeding will have, if any, on its financial position, results of operations or cash flows.

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~~Company’s consolidated financial position, results of operations or cash flows.

~~12. Supplemental Condensed Consolidated Financial Information~~

At ~~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.

The following tables present (i) unaudited condensed consolidated statements of operations for the three months ended March 31, 2018 and 2017, (ii) unaudited condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017, and (iii) unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2018 and 2017, 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 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
Net revenue $ —
$ —
$ 263,679
$ —
$ —
$ 263,679
Operating expenses:
Content costs —
—
99,815
—
—
99,815
Selling, general and administrative expenses —
—
114,481
653
—
115,134
Depreciation and amortization —
249
11,732
—
—
11,981
Local marketing agreement fees —
—
1,107
—
—
1,107
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 —
10,736
227,146
653
—
238,535
Operating (loss) income —
(10,736 ) 36,533
(653 ) —
25,144
Non-operating (expense) income:
Reorganization items, net —
(30,167 ) —
—
—
(30,167 )
Interest (expense) income, net (2,184 ) 2,056
29
—
—
(99 )
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 ) (38,847 ) 36,565
(653 ) —
(5,119 )
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.~~

~~(Debtor-In-Possession)~~

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~Three Months Ended 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 $ —
$ —
$ 264,030
$ —
$ —
$ 264,030
Operating expenses:
Content costs —
—
101,780
—
—
101,780
Selling, general and administrative expenses —
—
113,795
595
—
114,390
Depreciation and amortization —
303
15,979
—
—
16,282
Local marketing agreement fees —
—
2,707
—
—
2,707
Corporate expenses (including stock-based compensation expense of $538) —
10,955
—
—
—
10,955
Gain on sale of assets or stations —
—
(2,606 ) —
—
(2,606 )
Total operating expenses —
11,258
231,655
595
—
243,508
Operating (loss) income —
(11,258 ) 32,375
(595 ) —
20,522
Non-operating (expense) income:
Interest (expense) income, net (2,184 ) (32,196 ) 37
317
—
(34,026 )
Other income, net —
—
83
—
—
83
Total non-operating (expense) income, net (2,184 ) (32,196 ) 120
317
—
(33,943 )
(Loss) income before income taxes (2,184 ) (43,454 ) 32,495
(278 ) —
(13,421 )
Income tax benefit (expense) 998
19,753
(14,852 ) 127
—
6,026
(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~~

~~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
Assets
Current assets:
Cash and cash equivalents $ —
$ 120,122
$ —
$ —
$ —
$ 120,122
Restricted cash —
9,004
—
—
—
9,004
Accounts receivable, less allowance for doubtful accounts of $4,286 —
—
212,010
—
—
212,010
Trade receivable —
—
5,612
—
—
5,612
Prepaid expenses and other current assets —
23,199
28,521
—
—
51,720
Total current assets —
152,325
246,143
—
—
398,468
Property and equipment, net —
20,550
172,772
—
—
193,322
Broadcast licenses —
—
—
1,203,809
—
1,203,809
Other intangible assets, net —
—
78,289
—
—
78,289
Goodwill —
—
135,214
—
—
135,214
Investment in consolidated subsidiaries —
3,305,567
984,681
—
(4,290,248 ) —
Intercompany receivables —
114,148
1,800,706
—
(1,914,854 ) —
Other assets —
6,455
14,317
—
—
20,772
Total assets $ —
$ 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 $ —
$ 29,819
$ 56,842
$ —
$ —
$ 86,661
Total current liabilities —
29,819
56,842
—
—
86,661
Other liabilities —
159
20
—
—
179
Intercompany payables 114,148
1,800,706
—
—
(1,914,854 ) —
Accumulated losses in consolidated subsidiaries 586,802
—
—
—
(586,802 ) —
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 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
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding 1
—
—
—
—
1
Treasury stock, at cost, 2,806,187 shares (229,310 ) —
—
—
—
(229,310 )
Additional paid-in-capital 1,626,594
280,606
4,173,435
2,204,098
(6,658,139 ) 1,626,594
Accumulated deficit (2,098,555 ) (867,408 ) (867,868 ) (1,219,417 ) 2,954,693
(2,098,555 )
Total stockholders’ (deficit) equity (700,950 ) (586,802 ) 3,305,567
984,681
(3,703,446 ) (700,950 )
Total liabilities and stockholders’ equity (deficit) —
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, 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
Assets
Current assets:
Cash and cash equivalents $ —
$ 102,891
$ —
$ —
$ —
$ 102,891
Restricted cash —
8,999
—
—
—
8,999
Accounts receivable, less allowance for doubtful accounts of $4,322 —
—
235,247
—
—
235,247
Trade receivable —
—
4,224
—
—
4,224
Prepaid expenses and other current assets —
25,393
16,866
—
—
42,259
Total current assets —
137,283
256,337
—
—
393,620
Property and equipment, net —
14,404
177,200
—
—
191,604
Broadcast licenses —
—
—
1,203,809
—
1,203,809
Other intangible assets, net —
—
82,994
—
—
82,994
Goodwill —
—
135,214
—
—
135,214
Investment in consolidated subsidiaries —
3,323,713
984,559
—
(4,308,272 ) —
Intercompany receivables —
111,964
1,800,539
—
(1,912,503 ) —
Other assets —
6,507
13,571
—
—
20,078
Total assets $ —
$ 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 $ —
$ 8,653
$ 27,504
$ —
$ —
$ 36,157
Total current liabilities —
8,653
27,504
—
—
36,157
Other liabilities —
53
1
—
—
54
Intercompany payables 111,964
1,800,539
—
—
(1,912,503 ) —
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 696,115
4,178,022
126,701
219,250
(2,496,654 ) 2,723,434
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
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding 1
—
—
—
—
1
Treasury stock, at cost, 2,806,187 shares (229,310 ) —
—
—
—
(229,310 )
Additional paid-in-capital 1,626,428
279,811
4,215,794
2,203,511
(6,699,116 ) 1,626,428
Accumulated (deficit) equity (2,093,554 ) (863,962 ) (892,081 ) (1,218,952 ) 2,974,995
(2,093,554 )
Total stockholders’ (deficit) equity (696,115 ) (584,151 ) 3,323,713
984,559
(3,724,121 ) (696,115 )
Total liabilities and stockholders’ equity (deficit) $ —
$ 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~~

~~Three Months Ended 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
Cash flows from operating activities:
Net (loss) income $ (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 —
249
11,732
—
—
11,981
Provision for doubtful accounts —
—
1,105
—
—
1,105
Loss on sale of assets or stations —
—
11
—
—
11
Deferred income taxes (629 ) (11,188 ) 11,887
(188 ) —
(118 )
Stock-based compensation expense —
166
—
—
—
166
Loss (earnings) from consolidated subsidiaries 3,446
(24,213 ) 465
—
20,302
—
Changes in assets and liabilities (2,196 ) 88,741
(46,970 ) 653
—
40,228
Net cash (used in) provided by operating activities (4,380 ) 50,309
2,443
—
—
48,372
Cash flows from investing activities:
Capital expenditures —
(6,395 ) (2,610 ) —
—
(9,005 )
Net cash used in investing activities —
(6,395 ) (2,610 ) —
—
(9,005 )
Cash flows from financing activities:
Intercompany transactions, net 4,380
(4,547 ) 167
—
—
—
Adequate protection payments on term loan —
(22,131 ) —
—
—
(22,131 )
Net cash provided by (used in) financing activities 4,380
(26,678 ) 167
—
—
(22,131 )
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~~

~~Three Months Ended 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
Cash flows from 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 —
303
15,979
—
—
16,282
Amortization of debt issuance costs/discounts —
2,463
—
47
—
2,510
Provision for doubtful accounts —
—
709
—
—
709
Gain on sale of assets or stations —
—
(2,606 ) —
—
(2,606 )
Deferred income taxes (998 ) (19,753 ) 14,848
(127 ) —
(6,030 )
Stock-based compensation expense —
538
—
—
—
538
Loss (earnings) from consolidated subsidiaries 6,209
(17,492 ) 151
—
11,132
—
Changes in assets and liabilities —
108,895
(93,709 ) 231
—
15,417
Net cash (used in) provided by operating activities (2,184 ) 68,745
(47,136 ) —
—
19,425
Cash flows from investing activities
Proceeds from sale of assets or stations —
—
6,090
—
—
6,090
Restricted cash —
—
—
—
—
—
Capital expenditures —
(2,441 ) (3,295 ) —
—
(5,736 )
Net cash (used in) provided by investing activities —
(2,441 ) 2,795
—
—
354
Cash flows from financing activities:

Intercompany transactions, net 2,184
(46,525 ) 44,341
—
—
—
Deferred financing costs —
(94 ) —
—
—
(94 )
Net cash provided by (used in) financing activities 2,184
(46,619 ) 44,341
—
—
(94 )
Increase in cash and cash equivalents —
19,685
—
—
—
19,685
Cash and cash equivalents at beginning of period —
139,284
—
—
—
139,284
Cash and cash equivalents at end of period $ —
$ 158,969
$ —
$ —
$ —
$ 158,969

~~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, the Cumulus Radio Station Group and Westwood One. Cumulus Radio Station Group revenue is derived primarily from the sale of broadcasting time on our owned or operated stations to local, regional, and national advertisers. Westwood One revenue is generated primarily through network ~~advertising.~~advertising on our owned or operated stations and on its approximately 8,000 affiliate stations. The Company also reports information for Corporate and Other. Corporate includes overall executive, administrative and support functions for both of the ~~Company's~~Company’s reportable segments, including ~~programming,~~ accounting, finance, legal, human resources, ~~and~~ information technology, and programming functions.

The Company presents segment adjusted EBITDA ("(“Adjusted ~~EBITDA"~~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 its non-operating expenses including debt service and acquisitions. In addition, Adjusted EBITDA is a key metric for purposes of calculating and determining compliance with certain covenants contained in the ~~Company's~~Company’s Credit Agreement.

~~The~~In determining Adjusted EBITDA, the Company excludes from ~~Adjusted EBITDA~~net income items not related to core operations and those that are non-cash including: interest, taxes, depreciation, amortization, stock-based compensation expense, gain or loss on the exchange, sale, or 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, 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 ~~loss,~~income (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 (in thousands):

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 March 31, 2019 (Successor Company)
	Cumulus Radio Station Group		Westwood One		Corporate and Other		Consolidated
Net revenue	$	166,541	$	100,359	$	596	$	267,496



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

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


							Successor Company			Predecessor Company
	Three Months Ended March 31,						Three Months Ended March 31,			Three Months Ended March 31,
	2018			2017			2019			2018
Adjusted EBITDA by segment
Radio Station Group	$	36,186		$	39,038
Cumulus Radio Station Group							$	34,391		$	36,186
Westwood One	12,656			8,969			15,950			12,656
Segment Adjusted EBITDA	48,842			48,007			50,341			48,842
Adjustments to reconcile to GAAP measure
Corporate and other expense	(8,573		)	(9,274		)	(8,537		)	(8,573		)
Income tax benefit	118			6,026			185			118
Non-operating expense, including net interest expense	(96		)	(33,943		)	(22,180		)	(96		)
Local marketing agreement fees	(1,107		)	(2,707		)	(1,043		)	(1,107		)
Depreciation and amortization	(11,981		)	(16,282		)	(14,590		)	(11,981		)
Stock-based compensation expense	(166		)	(538		)	(1,208		)	(166		)
(Loss) gain on sale or disposal of assets or stations	(11		)	2,606
Loss on sale or disposal of assets or stations							(26		)	(11		)
Reorganization items, net	(30,167		)	—			—			(30,167		)
Gain on early extinguishment of debt							381			—
Acquisition-related and restructuring costs	(1,721		)	(1,150		)	(2,777		)	(1,721		)
Franchise and state taxes	(139		)	(140		)	(95		)	(139		)
Consolidated GAAP net loss	$	(5,001	)	$	(7,395	)
Consolidated GAAP net income							$	451		$	(5,001	)

15. Subsequent Events

On April 15, 2019, the Company announced that it had entered into an agreement to sell KLOS-FM in Los Angeles, CA to Meruelo Media, for $43 million in cash. Under the terms of the agreement Meruelo Media began programming KLOS-FM under a Local Marketing Agreement on April 16, 2019.

On the same day, the Company also announced that it had entered into a swap agreement with Connoisseur Media under which it will obtain four stations in and around Allentown, PA in exchange for two Cumulus stations in Southern Connecticut. Under the terms of the agreement with Connoisseur Media, the Company will receive WODE-FM, WWYY-FM, WEEX-AM and WTKZ-AM in and around Allentown, PA and Connoisseur Media will receive WEBE-FM in Westport, CT, and WICC-AM in Bridgeport, CT. The parties began programming each other’s respective stations under Local Marketing Agreements on May 1, 2019.

The transactions are subject to customary closing conditions, including regulatory approval. The Company expects to complete both transactions during the third quarter of 2019.

On May 9, 2019, the Company completed its previously announced swap agreement with Entercom. The Company received WNTR-FM, WXNT- AM, and WZPL-FM in Indianapolis and Entercom received WNSH-FM (New York, NY) and WMAS-FM and WHLL-AM (both in Springfield, MA). Prior to the completion of the swap, each party programmed the other party's stations under a local marketing agreement.

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

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



l	General ~~Overview;~~overview, including our emergence from Chapter 11;
l	Results of ~~Operations;~~operations; and
l	Liquidity and ~~Capital Resources.~~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 and notes thereto beginning on page 84 in this Form 10-Q, as well as our audited Consolidated Financial Statements and notes thereto ~~continued~~contained in our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 filed with the SEC. This discussion, as well as various other sections of this 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. Actual results may differ from those contained in or implied by the forward-looking statements as a result of various factors. For more information, see ~~"Cautionary~~“Cautionary Statements Regarding Forward-Looking ~~Statements"~~Statements” in our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 filed with the SEC.

~~For additional information about certain of the matters discussed and described in the following Management's Discussion and Analysis of~~Emergence from Chapter 11

See "Item 1 — Financial ~~Condition and Results of Operations, including certain defined terms used herein, see the notes~~Statements — Notes to ~~the unaudited~~ Condensed Consolidated Financial Statements included elsewhere in this 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~~—"Nature of Business, Interim Financial Data and Basis of ~~Presentation." No assurances can be provided that~~Presentation", for a discussion of our ~~actual liquidity and capital structure will not differ materially~~Emergence from ~~our expectations set out therein.~~Chapter 11.

~~Current Bankruptcy Proceedings; Liquidity and Going Concern Considerations~~Non-GAAP Financial Measure

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 fromFrom time to time ~~and Crestview Radio Investors, LLC and~~we utilize 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 andmeasures that are not prepared or calculated in accordance with GAAP to assess our financial performance and profitability. Consolidated adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) and segment Adjusted EBITDA are the ~~applicable provisions of the Bankruptcy Code~~financial metrics by which management 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, 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 Officerchief operating decision maker allocate resources of the Company and ~~six directors chosen~~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 is a key metric for purposes of calculating and determining our compliance with certain covenants contained in our Credit Agreement.

In determining Adjusted EBITDA, we exclude from net income items not related to core operations and those that are non-cash including: interest, taxes, depreciation, amortization, stock-based compensation expense, gain or loss on the exchange, sale, or disposal of any assets or stations, early extinguishment of debt, local marketing agreement fees, expenses relating to acquisitions, restructuring costs, reorganization items and non-cash impairments of assets, if any.

Management believes that Adjusted EBITDA, although not a measure that is calculated in accordance with GAAP, is commonly employed by the ~~Consenting Creditors. On May 10,~~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), operating income, cash flows from operating activities or any other measure for determining our 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.

Consolidated Results of Operations

Analysis of Consolidated Results of Operations

The Company's operating results and key operating performance measures were not materially impacted by our emergence from Chapter 11. We believe that discussing the results of operations and cash flows of the Predecessor Company three months ended March 31, 2018 and the ~~Court entered an order confirming~~Successor Company three months ended March 31, 2019 is useful when analyzing certain financial performance measures. For items that are not comparable, we have included additional analysis to supplement the ~~Plan.~~discussion.



	Successor Company			Predecessor Company
	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
STATEMENT OF OPERATIONS DATA:
Net revenue	$	267,496		$	263,679
Content costs	103,752			102,866
Selling, general and administrative expenses	113,503			112,083
Depreciation and amortization	14,590			11,981
Local marketing agreement fees	1,043			1,107
Corporate expenses (including stock-based compensation expense)	12,517			10,487
Loss on sale or disposal of assets or stations	26			11
Operating income	22,065			25,144
Reorganization items, net	—			(30,167		)
Interest expense	(22,156		)	(128		)
Interest income	4			29
Gain on early extinguishment of debt	381			—
Other (expense) income, net	(28		)	3
Income (loss) before income taxes	266			(5,119		)
Income tax benefit	185			118
Net income (loss)	$	451		$	(5,001	)
KEY FINANCIAL METRIC:
Adjusted EBITDA	$	41,804		$	40,269

Successor Company Three Months Ended March 31, 2019 Compared to the Predecessor Company Three Months Ended March 31, 2018

Net Revenue

Net revenue for the Successor Company three months ended March 31, 2019 compared to net revenue for the Predecessor Company three months ended March 31, 2018 increased primarily as a result of increases in national broadcast advertising revenue and digital revenue, partially offset by a decline in local broadcast advertising revenue in our radio markets. For a discussion of net revenue by segment and a comparison by segment of the Successor Company three months ended March 31, 2019 and the Predecessor Company three months ended March 31, 2018, 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 Successor Company three months ended March 31, 2019 compared to the Predecessor Company three months

ended March 31, 2018 increased primarily as a result of higher digital costs associated with higher digital revenue during the comparative periods. The increase in digital costs was partially offset by decreases in broadcast rights and employee costs.

Selling, General & 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 Successor Company ~~expects~~three months ended March 31, 2019 compared to ~~emerge~~the Predecessor Company three months ended March 31, 2018 increased primarily as a result of higher sales commissions and trade expense associated with higher broadcast and trade revenue partially offset by lower health care costs.

Depreciation and Amortization

Depreciation and amortization for the Successor Company three months ended March 31, 2019 is not comparable to that of the Predecessor Company three months ended March 31, 2018. During the Successor Company three months ended March 31, 2019, depreciation and amortization expense increased because of our application of fresh start accounting in June 2018 where our fixed assets and intangible assets were adjusted to fair value, resulting in higher asset values.

Local Marketing Agreement Fees

Local marketing agreements ("LMAs") are those agreements under which we program a radio station on behalf of another party. LMA fees for the Successor Company three months ended March 31, 2019 were similar to LMA fees for the Predecessor Company three months ended March 31, 2018.

Corporate Expenses, Including Stock-based Compensation Expense 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 also include restructuring expenses and stock-based compensation expense. Corporate expenses for the Successor Company three months ended March 31, 2019 compared to the Predecessor Company three months ended March 31, 2018 increased primarily as a result of higher restructuring expenses incurred after the Effective Date related to our emergence from Chapter 11 ~~before~~and expenses for our pending station swap and disposal transactions as well as an increase in stock-based compensation expense.

Interest Expense

Total interest expense for the ~~end~~Successor Company three months ended March 31, 2019 is not comparable to that of the ~~second quarter, after~~Predecessor Company three months ended March 31, 2018 as we did not pay certain interest expenses during the ~~conditions~~Predecessor Company period. During the Predecessor Company period we made adequate protection payments on the Predecessor Term Loan in lieu of interest payments. In accordance with ASC 852, we recognized the adequate protection payments as reductions in the principal balance of the Predecessor Term Loan. Also, we did not make any interest payments on the 7.75% Senior Notes during the three months ended March 31, 2018 Predecessor Company period.

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



	Successor Company		Predecessor Company
	Three Months Ended March 31, 2019		Three Months Ended March 31, 2018
Bank borrowings – Term Loan	$	21,718	$	—
Other, including debt issue cost amortization	438		128
Interest expense	$	22,156	$	128

Income Tax Expense

For the Successor Company three months ended March 31, 2019 the Company recorded income tax benefit of $0.2 million on pre-tax book income of $0.3 million, resulting in an effective tax rate for the Successor Company three months ended March 31, 2019 of approximately (69.8)%. For the Predecessor Company three months ended March 31, 2018, the Company recorded an income tax benefit of $0.1 million on pre-tax loss of $5.1 million, resulting in an effective tax rate for the three months ended March 31, 2018 of approximately 2.3%.

The difference between the effective tax rate and the federal statutory rate of 21.0% for the Successor Company three months ended March 31, 2019 primarily relates to state and local income taxes, the effect of certain statutory non-deductible expenses, excess tax benefits related to share-based compensation awards, and the tax effect of changes in uncertain tax positions.

The difference between the effective tax rate and the federal statutory rate of 21.0% for the Predecessor Company three months ended March 31, 2018 primarily relates 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 Company recognizes the benefits of deferred tax assets only as its assessment 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"). The Company continually reviews the adequacy of the valuation allowance, and as of March 31, 2019 has not recorded a valuation allowance since the Company continues to believe that its deferred tax assets meet the more likely than not recognition standard for recovery. The valuation of deferred tax assets requires judgment in assessing the likely future tax consequences of events that have been recognized in the Company's financial statements or tax returns as well as judgment about the Company's future profitability.

Adjusted EBITDA

As a result of the factors described above, Adjusted EBITDA for the Successor Company three months ended March 31, 2019 compared to the ~~Plan are satisfied.~~ Predecessor Company three months ended March 31, 2018 increased. For a discussion of Adjusted EBITDA by segment and a comparison by segment of the Successor Company three months ended March 31, 2019 to the Predecessor Company three months ended March 31, 2018, see the discussion under "Segment Results of Operations."

Reconciliation of Non-GAAP Financial Measure

The following table reconciles Adjusted EBITDA to net 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):



	Successor Company			Predecessor Company
	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
GAAP net income (loss)	$	451		$	(5,001	)
Income tax benefit	(185		)	(118		)
Non-operating expenses, including net interest expense	22,180			96
Local marketing agreement fees	1,043			1,107
Depreciation and amortization	14,590			11,981
Stock-based compensation expense	1,208			166
Loss on sale of assets or stations	26			11
Gain on early extinguishment of debt	(381		)	—
Reorganization items, net	—			30,167
Acquisition-related and restructuring costs	2,777			1,721
Franchise and state taxes	95			$	139
Adjusted EBITDA	$	41,804		$	40,269

Segment Results of Operations

The reconciliation of segment Adjusted EBITDA to net income (loss) is presented in Note 14, "Segment Data" of the notes to the accompanying unaudited Condensed Consolidated Financial Statements.

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



	Three Months Ended March 31, 2019 (Successor Company)
	Cumulus Radio Station Group			Westwood One			Corporate and Other			Consolidated
Net revenue	$	166,541		$	100,359		$	596		$	267,496
% of total revenue	62.3		%	37.5		%	0.2		%	100.0		%
$ change from three months ended March 31, 2018	$	(1,684	)	$	5,569		$	(68	)	$	3,817
% change from three months ended March 31, 2018	(1.0		)%	5.9		%	(10.2		)%	1.4		%



	Three Months Ended March 31, 2018 (Predecessor Company)
	Cumulus Radio Station Group			Westwood One			Corporate and Other			Consolidated
Net revenue	$	168,225		$	94,790		$	664		$	263,679
% of total revenue	63.8		%	35.9		%	0.3		%	100.0		%

Net revenue for the Successor Company three months ended March 31, 2019 compared to the Predecessor Company three months ended March 31, 2018 increased primarily as a result of an increase in revenues at Westwood One, partially offset by a decline in revenues at the Cumulus Radio Station Group. Corporate and Other revenue was essentially flat. The decrease in revenue at the Cumulus Radio Station Group was primarily driven by a decrease in local advertising revenue partially offset by growth in digital and national revenue. The increase in revenue at Westwood One was primarily driven by an increase in broadcast and digital revenue.



	Three Months Ended March 31, 2019 (Successor Company)
	Cumulus Radio Station Group			Westwood One			Corporate and Other			Consolidated
Adjusted EBITDA	$	34,391		$	15,950		$	(8,537	)	$	41,804
$ change from three months March 31, 2018	$	(1,795	)	$	3,294		$	36		$	1,535
% change from three months March 31, 2018	(5.0		)%	26.0		%	0.4		%	3.8		%



	Three Months Ended March 31, 2018 (Predecessor Company)
	Cumulus Radio Station Group		Westwood One		Corporate and Other			Consolidated
Adjusted EBITDA	$	36,186	$	12,656	$	(8,573	)	$	40,269

Adjusted EBITDA for the Successor Company three months ended March 31, 2019 compared to the Predecessor Company three months ended March 31, 2018 increased because adjusted EBITDA increased at the Westwood One and Corporate and Other segments, respectively, partially offset by a decrease at the Cumulus Radio Station Group. Adjusted EBITDA at the Cumulus Radio Station Group decreased primarily as a result of the decrease in revenue described above. Adjusted EBITDA at Westwood One and Corporate and Other increased primarily as a result of higher revenue at Westwood One and lower expenses at Corporate and Other.

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 periods presented above (dollars in thousands):



	Three Months Ended March 31, 2019 (Successor Company)
	Cumulus Radio Station Group		Westwood One		Corporate and Other			Consolidated
GAAP net income (loss)	$	25,843	$	9,563	$	(34,955	)	$	451
Income tax benefit	—		—		(185		)	(185		)
Non-operating expense, including net interest expense	186		142		21,852			22,180
Local marketing agreement fees	1,043		—		—			1,043
Depreciation and amortization	7,305		6,195		1,090			14,590
Stock-based compensation expense	—		—		1,208			1,208
Loss on sale or disposal of assets or stations	14		—		12			26
Gain on early extinguishment of debt	—		—		(381		)	(381		)
Acquisition-related and restructuring costs	—		50		2,727			2,777
Franchise and state taxes	—		—		95			95
Adjusted EBITDA	$	34,391	$	15,950	$	(8,537	)	$	41,804



	Three Months Ended March 31, 2018 (Predecessor Company)
	Cumulus Radio Station Group			Westwood One		Corporate and Other			Consolidated
GAAP net income (loss)	$	28,808		$	5,822	$	(39,631	)	$	(5,001	)
Income tax benefit	—			—		(118		)	(118		)
Non-operating (income) expense, including net interest (income) expense	(1		)	127		(30		)	96
Local marketing agreement fees	1,107			—		—			1,107
Depreciation and amortization	6,141			5,478		362			11,981
Stock-based compensation expense	—			—		166			166
Loss on sale or disposal of assets or stations	11			—		—			11
Reorganization items, net	—			181		29,986			30,167
Acquisition-related and restructuring costs	120			1,048		553			1,721
Franchise and state taxes	—			—		139			139
Adjusted EBITDA	$	36,186		$	12,656	$	(8,573	)	$	40,269

Liquidity and Capital Resources

As of March 31, ~~2018, the Company~~2019, we had ~~$120.1~~$17.8 million of cash and cash ~~equivalents. The Company~~equivalents including restricted cash. We generated ~~positive~~ cash ~~flows~~ from operating activities of ~~$48.4 million and $19.4~~$22.3 million for the three months ended March 31, 2019. The Predecessor Company generated cash from operating activities of $48.4 million, for the three months ended March 31, 2018. Cash generated from operating activities by the Predecessor Company was higher for the three months ended March 31, 2018 than the three months ended March 31, 2019 because the timing of payments of accounts payable and ~~2017, respectively.~~accrued expenses by the Predecessor Company was impacted by the Chapter 11 cases. Since our emergence from Chapter 11, we have made $85.3 million in repayments of principal on our Term Loan, reducing the total principal from $1,300 million at emergence to $1,215 million at March 31, 2019.

~~Prior to the filing of the Bankruptcy Petitions,~~Historically, our principal sources of funds ~~had primarily~~have been cash flow from operations and borrowings under credit facilities in existence from time to time. Our cash flow from operations remains subject to factors such as fluctuations in 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. 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~~Company’s results of operations, financial condition or liquidity.

~~From~~We continually monitor our capital structure, and from time to time we have evaluated, and expect that we will continue to evaluate, opportunities to obtain additional 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,~~consistent with, or do not complement, our strategic ~~operations,~~objectives as well as from the issuance of equity and/or debt securities, in each case, subject to market and other conditions in existence at that time.

~~As of March 31, 2018,~~Credit Agreement

On the ~~Company had a $1.7 billion term loan (the "Term Loan") outstanding under its Amended and Restated~~Effective Date we entered into the Credit ~~Agreement, dated as of December 23, 2013 (the "Credit Agreement"), and $610.0 million of 7.75% Senior Notes (the "Senior Notes") outstanding. Amounts outstanding under the Term Loan are scheduled~~Agreement. Pursuant 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 6,~~ the Credit Agreement, ~~includes~~the lenders party thereto were deemed to have provided us with 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 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.

~~As a result of the filing of the Bankruptcy Petitions, the Company is required to make adequate protection payments on the~~$1.3 billion senior secured Term Loan. ~~The amounts of these payments are calculated under the terms described in Note 5, "Long-Term Debt" in the Consolidated~~See "Item 1 — Financial Statements ~~included elsewhere in the Form 10-Q. During the pendency of the chapter 11 cases, ASC 852 requires the Company~~— Notes 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. This nonpayment constituted a default under the terms of the indenture governing the 7.75% Senior Notes. The Company will continue to forgo future interest payments while under bankruptcy protection. The commencement of the chapter 11 cases also constituted an event of default under the terms of the 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 enforce obligations upon the occurrence of an event of default have been automatically stayed as a result of the Company's filing for chapter 11 and the holders of the Term Loan and Senior Notes rights of enforcement in respect to any obligations are subject to the applicable provisions of the Bankruptcy Code.

On June 5, 2017, 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 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 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— Note 6 —"Long-Term Debt", 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~~

~~Our primary source~~further discussion 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 $11.3 million for each of the three months ended March 31, 2018 and 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 or promotion expenses that 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") 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 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 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, if any.Revolving Credit Agreement

~~Management believes that Adjusted EBITDA, although not~~On August 17, 2018, we entered into a ~~measure that is calculated in accordance~~$50.0 million revolving credit facility (the “Revolving Credit Facility”) pursuant to a credit agreement (the “Revolving Credit Agreement”), dated as of August 17, 2018, with ~~GAAP, is commonly employed by the investment community~~certain subsidiaries of Holdings as borrowers, Intermediate Holdings as a ~~measure for determining the market value of a media company~~guarantor, certain lenders, 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~~Deutsche Bank AG New York Branch as a substitute for net 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.

~~Consolidated Results of Operations~~

~~Analysis of Consolidated Results of Operations~~

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

Three Months Ended March 31, % Change
Three Months
Ended
2018
2017
STATEMENT OF OPERATIONS DATA:
Net revenue $ 263,679
$ 264,030
(0.1 )%
Content costs 99,815
101,780
(1.9 )%
Selling, general and administrative expenses 115,134
114,390
0.7 %
Depreciation and amortization 11,981
16,282
(26.4 )%
Local marketing agreement fees 1,107
2,707
(59.1 )%
Corporate expenses (including stock-based compensation expense) 10,487
10,955
(4.3 )%
Loss (gain) on sale or disposal of assets or stations 11
(2,606 ) **
Operating income 25,144
20,522
22.5 %
Reorganization items, net (30,167 ) —
**
Interest expense (128 ) (34,063 ) 99.6 %
Interest income 29
37
(21.6 )%
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 $ 40,269
$ 38,733
4.0 %

** Calculation is not meaningful

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

~~Net Revenue~~

Net revenue for the three months ended March 31, 2018 decreased $0.4 million, or 0.1%, to $263.7 million, compared to $264.0 million for the three months ended March 31, 2017. The decrease resulted primarily from a decrease of $4.2 million in broadcast advertising revenue, partially offset by increases of $3.0 million in digital advertising revenue, $0.8 million in political advertising, and $0.1 million in license fees and other revenue, respectively. For a discussion of net revenue by segment and a comparison between the three months ended March 31, 2018 and the three months ended 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 March 31, 2018 decreased $2.0 million, or 1.9%, to $99.8 million, compared to $101.8 million for the three months ended March 31, 2017. The decrease was primarily attributable to the termination or renegotiation of certain contractual agreements in connection with the filing of the chapter 11 cases. The remainder of the decrease was related to reductions in other programming-related expenses.

~~Selling, General~~lender and Administrative ~~Expenses~~

~~Selling, general and administrative expenses consist of expenses related~~Agent. See "Item 1 — Financial Statements — Notes 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 March 31, 2018 increased by $0.7 million, or 0.7%, to $115.1 million compared to $114.4 million for the three months ended March 31, 2017. The increase was primarily driven by an increase in digital expenses associated with an increase in digital revenues.

~~Depreciation and Amortization~~

Depreciation and amortization for the three months ended March 31, 2018 decreased $4.3 million, or 26.4%, to $12.0 million, compared to $16.3 million for the three months ended 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 Compensation Expense and Acquisition-related and Restructuring Costs~~

Corporate expenses, including stock-based compensation expense, for the three months ended March 31, 2018 decreased $0.5 million, or 4.3%, to $10.5 million, compared to $11.0 million for the three months ended March 31, 2017. This decrease was primarily the result of a decrease in stock-based compensation expense.

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

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

~~Reorganization Items, Net~~

~~During the three months ended March 31, 2018, we recorded costs related to our chapter 11 cases of $30.2 million. See Note 8, Reorganization Items, net, of the accompanying unaudited~~ Condensed Consolidated Financial Statements — Note 6 —"Long-Term Debt", for ~~a description of those items.~~

~~Interest Expense~~

Total interest expense for the three months ended March 31, 2018 decreased $33.9 million, or 99.6%, to $0.1 million compared to $34.1 million for the three months ended March 31, 2017. The decrease in interest expense was a result of the Company recognizing interest 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 below table details the components~~further discussion of our ~~interest expense by debt instrument (dollars in thousands):~~

Three Months Ended March 31, 2018 vs 2017
2018 2017 $ Change % Change
7.75% Senior Notes $ —
$ 11,819
$ (11,819 ) (100.0 )%
Bank borrowings – Term Loan and revolving credit facility —
19,234
(19,234 ) (100.0 )%
Other, including debt issue cost amortization 128
3,010
(2,882 ) (95.7 )%
Interest expense $ 128
$ 34,063
$ (33,935 ) (99.6 )%
Revolving Credit Agreement.

~~Income Taxes~~

For the three months ended March 31, 2018, the Company recorded an income tax benefit of $0.1 million on loss before income taxes of $5.1 million, resulting in an effective tax rate for the three months ended March 31, 2018 of approximately 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.

The Company continually reviews the adequacy of the valuation allowance and recognizes the benefits of deferred tax assets only as 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 March 31, 2018, the Company continues to maintain a full valuation 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 March 31, 2018 increased 4.0%, or $1.5 million, to $40.3 million from $38.7 million for the three months ended March 31, 2017. For a discussion of Adjusted EBITDA by segment and a comparison between the three months ended March 31, 2018 and the three months ended 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 loss (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):

Three Months Ended March 31,
% Change
Three Months
Ended
2018 2017
GAAP net loss $ (5,001 ) $ (7,395 ) 32.4 %
Income tax benefit (118 ) (6,026 ) 98.0 %
Non-operating expenses, net - including interest expense 96
33,943
(99.7 )%
Local marketing agreement fees 1,107
2,707
(59.1 )%
Depreciation and amortization 11,981
16,282
(26.4 )%
Stock-based compensation expense 166
538
(69.1 )%
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 139
140
(0.7 )%
Adjusted EBITDA $ 40,269
$ 38,733
4.0 %

** Calculation is not meaningful

~~Segment Results of Operations~~

~~The reconciliation of segment Adjusted EBITDA to net income (loss) is presented in Note 14, "Segment Data" of the notes to the accompanying unaudited Condensed Consolidated Financial Statements.~~

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

Three Months Ended March 31, 2018
Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $ 168,225
$ 94,790
$ 664
$ 263,679
% of total revenue 63.8 % 35.9 % 0.3 % 100.0 %
$ 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 March 31, 2017
Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $ 173,603
$ 89,855
$ 572
$ 264,030
% of total revenue 65.8 % 34.0 % 0.2 % 100.0 %

Net revenue for the three months ended March 31, 2018 decreased approximately $0.4 million, or 0.1%, to $263.7 million, compared to $264.0 million for the three months ended March 31, 2017. The decrease resulted from a decline in revenues of 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 2017 period. The decrease in revenue at the Radio Station Group was primarily driven by decreases in local advertising revenue. The increase in revenue at Westwood One was primarily driven by increases in broadcast and digital revenue.

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 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 March 31, 2018 increased $1.5 million, or 4.0%, to $40.3 million from $38.7 million for the three months ended March 31, 2017. Adjusted EBITDA increased $3.7 million and $0.7 million at Westwood One and Corporate and Other segments, respectively, partially offset by a decrease of $2.9 million within the Radio Station Group. Adjusted EBITDA at Westwood One increased as a result of $4.9 million of increased revenues, partially offset by increases in expenses related to the higher revenue. Adjusted EBITDA at Radio Station Group decreased as a result of a $5.4 million decline in revenue which was partially offset by lower 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 months ended March 31, 2018 and 2017 (dollars in thousands):

Three Months Ended March 31, 2018
Radio Station Group Westwood One Corporate and Other Consolidated
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 ) 127
(30 ) 96
Local marketing agreement fees 1,107
—
—
1,107
Depreciation and amortization 6,141
5,478
362
11,981
Stock-based compensation expense —
—
166
166
Loss on sale or disposal of assets or stations 11
—
—
11
Reorganization items, net —
181
29,986
30,167
Acquisition-related and restructuring costs 120
1,048
553
1,721
Franchise and state taxes —
—
139
139
Adjusted EBITDA $ 36,186
$ 12,656
$ (8,573 ) $ 40,269

Three Months Ended March 31, 2017
Radio Station Group Westwood One Corporate and Other Consolidated
GAAP net income (loss) $ 28,538
$ 2,265
$ (38,198 ) $ (7,395 )
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 2,707
—
—
2,707
Depreciation and amortization 10,404
5,454
424
16,282
Stock-based compensation expense —
—
538
538
Gain on sale or disposal of assets or stations (2,606 ) —
—
(2,606 )
Acquisition-related and restructuring costs —
1,108
42
1,150
Franchise and state taxes —
—
140
140
Adjusted EBITDA $ 39,042
$ 8,969
$ (9,278 ) $ 38,733

~~Liquidity and Capital Resources~~

Cash Flows Provided by Operating Activities


					Successor Company		Predecessor Company
	Three Months Ended March 31,				Three months ended March 31, 2019		Three months ended March 31, 2018
(Dollars in thousands)	2018		2017
Net cash provided by operating activities	$	48,372	$	19,425	$	22,344	$	48,372

~~For~~

Net cash provided by operating activities for the Successor Company three months ended March 31, 2019 compared to the Predecessor Company three months ended March 31, 2018 ~~compared to the three months ended March 31, 2017, net~~decreased primarily as a result of a decrease in cash ~~provided by operating activities increased $28.9 million.~~collections and an increase in payments of accounts payable and accrued expenses. The ~~increase was primarily from decreases in~~timing of payments of accounts payable and accrued expenses in ~~connection with~~ the ~~filing of the Bankruptcy Petitions.~~

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

Three Months Ended March 31,
(Dollars in thousands) 2018 2017
Net cash (used in) provided by investing activities $ (9,005 ) $ 354

~~Cash flows (used in) provided by investing activities decreased approximately $9.4 million. For the~~Predecessor Company three months ended March 31, 2018 ~~compared to~~was impacted by the filing of the Chapter 11 cases.

Cash Flows Used in Investing Activities



	Successor Company			Predecessor Company
	Three months ended March 31, 2019			Three months ended March 31, 2018
(Dollars in thousands)
Net cash used in investing activities	$	(5,126	)	$	(9,005	)

During the Successor Company three months ended March 31, ~~2017. For~~2019 and the Predecessor Company three months ended March 31, 2018 our investing activities consisted of routine 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 $5.7 million primarily related to transmission equipment, facilities and other routine expenditures, which were offset by 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 market.

Cash Flows Used in Financing Activities


							Successor Company			Predecessor Company
	Three Months Ended March 31,						Three months ended March 31, 2019			Three months ended March 31, 2018
(Dollars in thousands)	2018			2017
Net cash used in financing activities	$	(22,131	)	$	(94	)	$	(29,463	)	$	(22,131	)

For the Successor Company three months ended March 31, 2019 net cash used in financing activities consisted primarily of $28.2 million in repayments on borrowings on our Term Loan.

During the Predecessor Company three months ended March 31, 2018 ~~compared to the three months ended March 31, 2017, net cash used~~we made $22.1 million in ~~financing activities increased $22.0 million. The increase was primarily a result of the Company recognizing interest~~adequate protection payments on the Predecessor Term Loan ~~as adequate protection~~in lieu of interest payments ~~as a result of the chapter 11 cases. These~~and recorded these payments ~~are recorded~~ as a reduction to the principal balance of the Predecessor 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 the Company's market risks from those disclosed in Part II, Item 7A~~

Interest Rate Risk

As of March 31, 2019, all $1.2 billion of our ~~Annual Report~~long-term debt bore interest at a variable rate. Accordingly, our earnings and after-tax cash flow are subject to change based on ~~Form 10-K for~~changes in interest rates and could be materially affected, depending on the ~~year ended December~~timing and amount of any interest rate changes. Assuming the current level of borrowings outstanding at March 31, ~~2017 (the “2017 Annual Report”).~~2019 at variable interest rates and assuming a one percentage point increase (decrease) in the current rate, it is estimated on an annual basis interest expense would increase (decrease) and pre-tax net income would decrease (increase) by $12.0 million.

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 March 31, ~~2018.~~2019.

There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)) during the three months ended March 31, ~~2018~~2019 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

~~"Item 3. Legal Proceedings"~~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. On October 11, 2018, President Trump signed the Orrin G. Hatch-Bob Goodlatte Music Modernization Act into law, which, among other things, provides new federal rights going forward for owners of pre-1972 Recordings. The question of whether public performance rights existed for Pre-1972 recordings under state law prior to the enactment of the ~~2017 Annual Report includes~~new Music Modernization Act

is still being litigated in the Ninth Circuit as a ~~discussion~~result of ~~our pending legal proceedings. There~~a case filed in California. Cumulus is not a party to that case, and the Company is not yet able to determine what effect that proceeding will have, ~~been no~~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 ~~changes from~~adverse effect on the ~~legal proceedings described in our Form 10-K.~~Company’s consolidated financial position, results of operations or cash flows.

Item 1A. Risk Factors

Please refer to Part I, Item 1A, “Risk Factors,” in our ~~2017~~2018 Annual Report for information regarding known material risks that could affect our results of operations, financial condition and liquidity. ~~These~~Except with respect to the effectiveness of the Plan and our emergence from bankruptcy, 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.

~~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 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.

May ~~15, 2018~~9, 2019	By:	/s/ John Abbot
		John Abbot
		Executive Vice President, Treasurer and Chief Financial Officer

4533



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



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



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



	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



	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



	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Net revenue	$	—		$	—		$	263,679		$	—		$	—		$	263,679
Operating expenses:
Content costs	—			—			99,815			—			—			99,815
Selling, general and administrative expenses	—			—			114,481			653			—			115,134
Depreciation and amortization	—			249			11,732			—			—			11,981
Local marketing agreement fees	—			—			1,107			—			—			1,107
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	—			10,736			227,146			653			—			238,535
Operating (loss) income	—			(10,736		)	36,533			(653		)	—			25,144
Non-operating (expense) income:
Reorganization items, net	—			(30,167		)	—			—			—			(30,167		)
Interest (expense) income, net	(2,184		)	2,056			29			—			—			(99		)
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		)	(38,847		)	36,565			(653		)	—			(5,119		)
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. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Net revenue	$	—		$	—		$	264,030		$	—		$	—		$	264,030
Operating expenses:
Content costs	—			—			101,780			—			—			101,780
Selling, general and administrative expenses	—			—			113,795			595			—			114,390
Depreciation and amortization	—			303			15,979			—			—			16,282
Local marketing agreement fees	—			—			2,707			—			—			2,707
Corporate expenses (including stock-based compensation expense of $538)	—			10,955			—			—			—			10,955
Gain on sale of assets or stations	—			—			(2,606		)	—			—			(2,606		)
Total operating expenses	—			11,258			231,655			595			—			243,508
Operating (loss) income	—			(11,258		)	32,375			(595		)	—			20,522
Non-operating (expense) income:
Interest (expense) income, net	(2,184		)	(32,196		)	37			317			—			(34,026		)
Other income, net	—			—			83			—			—			83
Total non-operating (expense) income, net	(2,184		)	(32,196		)	120			317			—			(33,943		)
(Loss) income before income taxes	(2,184		)	(43,454		)	32,495			(278		)	—			(13,421		)
Income tax benefit (expense)	998			19,753			(14,852		)	127			—			6,026
(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. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	102,891		$	—		$	—		$	—		$	102,891
Restricted cash	—			8,999			—			—			—			8,999
Accounts receivable, less allowance for doubtful accounts of $4,322	—			—			235,247			—			—			235,247
Trade receivable	—			—			4,224			—			—			4,224
Prepaid expenses and other current assets	—			25,393			16,866			—			—			42,259
Total current assets	—			137,283			256,337			—			—			393,620
Property and equipment, net	—			14,404			177,200			—			—			191,604
Broadcast licenses	—			—			—			1,203,809			—			1,203,809
Other intangible assets, net	—			—			82,994			—			—			82,994
Goodwill	—			—			135,214			—			—			135,214
Investment in consolidated subsidiaries	—			3,323,713			984,559			—			(4,308,272		)	—
Intercompany receivables	—			111,964			1,800,539			—			(1,912,503		)	—
Other assets	—			6,507			13,571			—			—			20,078
Total assets	$	—		$	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	$	—		$	8,653		$	27,504		$	—		$	—		$	36,157
Total current liabilities	—			8,653			27,504			—			—			36,157
Other liabilities	—			53			1			—			—			54
Intercompany payables	111,964			1,800,539			—			—			(1,912,503		)	—
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	696,115			4,178,022			126,701			219,250			(2,496,654		)	2,723,434
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
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding	1			—			—			—			—			1
Treasury stock, at cost, 2,806,187 shares	(229,310		)	—			—			—			—			(229,310		)
Additional paid-in-capital	1,626,428			279,811			4,215,794			2,203,511			(6,699,116		)	1,626,428
Accumulated (deficit) equity	(2,093,554		)	(863,962		)	(892,081		)	(1,218,952		)	2,974,995			(2,093,554		)
Total stockholders’ (deficit) equity	(696,115		)	(584,151		)	3,323,713			984,559			(3,724,121		)	(696,115		)
Total liabilities and stockholders’ equity (deficit)	$	—		$	3,593,871		$	3,450,414		$	1,203,809		$	(6,220,775	)	$	2,027,319



	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



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



	Three Months Ended March 31,						% Change Three Months Ended
	2018			2017
STATEMENT OF OPERATIONS DATA:
Net revenue	$	263,679		$	264,030		(0.1	)%
Content costs	99,815			101,780			(1.9	)%
Selling, general and administrative expenses	115,134			114,390			0.7	%
Depreciation and amortization	11,981			16,282			(26.4	)%
Local marketing agreement fees	1,107			2,707			(59.1	)%
Corporate expenses (including stock-based compensation expense)	10,487			10,955			(4.3	)%
Loss (gain) on sale or disposal of assets or stations	11			(2,606		)	**
Operating income	25,144			20,522			22.5	%
Reorganization items, net	(30,167		)	—			**
Interest expense	(128		)	(34,063		)	99.6	%
Interest income	29			37			(21.6	)%
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	$	40,269		$	38,733		4.0	%

** Calculation is not meaningful



	Three Months Ended March 31,				2018 vs 2017
	2018		2017		$ Change			% Change
7.75% Senior Notes	$	—	$	11,819	$	(11,819	)	(100.0	)%
Bank borrowings – Term Loan and revolving credit facility	—		19,234		(19,234		)	(100.0	)%
Other, including debt issue cost amortization	128		3,010		(2,882		)	(95.7	)%
Interest expense	$	128	$	34,063	$	(33,935	)	(99.6	)%

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ ~~(Do not check if a smaller reporting company)~~

Smaller reporting company

Emerging growth company