Supplemental Condensed Consolidating Financial Information | Supplemental Condensed Consolidating Financial Information At June 30, 2015 , 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”). The following tables present (i) unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2015 and 2014 , (ii) unaudited condensed consolidated balance sheets as of June 30, 2015 and December 31, 2014 , and (iii) unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2015 and 2014 , of each of the Parent Guarantor, Cumulus Holdings, the Subsidiary Guarantors, and 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. CUMULUS MEDIA INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended June 30, 2015 (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 $ — $ 125 $ 299,209 $ — $ — $ 299,334 Operating expenses: Content costs — — 91,019 — — 91,019 Selling, general & administrative expenses — — 118,017 531 — 118,548 Depreciation and amortization — 356 25,368 — — 25,724 LMA fees — — 2,572 — — 2,572 Corporate expenses (including stock-based compensation expense of $3,880) — 12,496 — — — 12,496 Gain on sale of assets or stations — — (84 ) — — (84 ) Impairment charges - equity interest in Pulser Media Inc. — — 1,056 — — 1,056 Total operating expenses — 12,852 237,948 531 — 251,331 Operating (loss) income — (12,727 ) 61,261 (531 ) — 48,003 Non-operating (expense) income: Interest (expense) income, net (2,184 ) (33,181 ) 27 (47 ) — (35,385 ) Other income, net — — 12,373 — — 12,373 Total non-operating (expense) income, net (2,184 ) (33,181 ) 12,400 (47 ) — (23,012 ) (Loss) income before income taxes (2,184 ) (45,908 ) 73,661 (578 ) — 24,991 Income tax benefit (expense) 867 23,164 (29,248 ) (7,475 ) — (12,692 ) (Loss) income from continuing operations (1,317 ) (22,744 ) 44,413 (8,053 ) — 12,299 Earnings (loss) from consolidated subsidiaries 13,616 36,360 (8,053 ) — (41,923 ) — Net income (loss) $ 12,299 $ 13,616 $ 36,360 $ (8,053 ) $ (41,923 ) $ 12,299 CUMULUS MEDIA INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Six Months Ended June 30, 2015 (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 $ — $ 250 $ 570,163 $ — $ — $ 570,413 Operating expenses: Content costs — — 191,826 — — 191,826 Selling, general & administrative expenses — — 233,794 1,061 — 234,855 Depreciation and amortization — 616 50,419 — — 51,035 LMA fees — — 5,070 — — 5,070 Corporate expenses (including stock-based compensation expense of $7,743) — 25,963 — — — 25,963 Loss on sale of assets or stations — — 735 — — 735 Impairment charges - equity interest in Pulser Media Inc. — — 1,056 — — 1,056 Total operating expenses — 26,579 482,900 1,061 — 510,540 Operating (loss) income — (26,329 ) 87,263 (1,061 ) — 59,873 Non-operating (expense) income: Interest (expense) income, net (4,367 ) (65,934 ) 385 (95 ) — (70,011 ) Other income, net — — 12,757 — — 12,757 Total non-operating (expense) income, net (4,367 ) (65,934 ) 13,142 (95 ) — (57,254 ) (Loss) income before income taxes (4,367 ) (92,263 ) 100,405 (1,156 ) — 2,619 Income tax benefit (expense) 1,734 51,406 (39,865 ) (15,610 ) — (2,335 ) (Loss) income from continuing operations (2,633 ) (40,857 ) 60,540 (16,766 ) — 284 Earnings (loss) from consolidated subsidiaries 2,917 43,774 (16,766 ) — (29,925 ) — Net income (loss) $ 284 $ 2,917 $ 43,774 $ (16,766 ) $ (29,925 ) $ 284 CUMULUS MEDIA INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended June 30, 2014 (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 $ — $ 125 $ 328,122 $ — $ — $ 328,247 Operating expenses: Content costs — — 101,802 — — 101,802 Selling, general & administrative expenses — — 117,837 552 — 118,389 Depreciation and amortization — 459 28,612 — — 29,071 LMA fees — — 1,648 — — 1,648 Corporate expenses (including stock-based compensation expense of $4,154) — 19,264 — — — 19,264 Gain on sale of assets or stations — — (360 ) — — (360 ) Total operating expenses — 19,723 249,539 552 — 269,814 Operating (loss) income — (19,598 ) 78,583 (552 ) — 58,433 Non-operating (expense) income: Interest (expense) income, net (2,406 ) (33,987 ) 342 (75 ) — (36,126 ) Other income, net — — 3,593 — — 3,593 Total non-operating (expense) income, net (2,406 ) (33,987 ) 3,935 (75 ) — (32,533 ) (Loss) income before income taxes (2,406 ) (53,585 ) 82,518 (627 ) — 25,900 Income tax benefit (expense) 799 18,253 (30,070 ) 255 — (10,763 ) (Loss) income from continuing operations (1,607 ) (35,332 ) 52,448 (372 ) — 15,137 Earnings (loss) from consolidated subsidiaries 16,744 52,076 (372 ) — (68,448 ) — Net income (loss) $ 15,137 $ 16,744 $ 52,076 $ (372 ) $ (68,448 ) $ 15,137 CUMULUS MEDIA INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Six Months Ended June 30, 2014 (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 $ — $ 229 $ 620,062 $ — $ — $ 620,291 Operating expenses: Content costs — — 210,295 — — 210,295 Selling, general & administrative expenses — — 232,581 1,143 — 233,724 Depreciation and amortization — 917 57,035 — — 57,952 LMA fees — — 3,205 — — 3,205 Corporate expenses (including stock-based compensation expense of $8,245) — 38,458 — — — 38,458 Gain on sale of assets or stations — — (898 ) — — (898 ) Total operating expenses — 39,375 502,218 1,143 — 542,736 Operating (loss) income — (39,146 ) 117,844 (1,143 ) — 77,555 Non-operating (expense) income: Interest (expense) income, net (4,981 ) (67,583 ) 672 (169 ) — (72,061 ) Other income, net — — 3,529 — — 3,529 Total non-operating (expense) income, net (4,981 ) (67,583 ) 4,201 (169 ) — (68,532 ) (Loss) income before income taxes (4,981 ) (106,729 ) 122,045 (1,312 ) — 9,023 Income tax benefit (expense) 1,741 37,314 (42,669 ) 459 — (3,155 ) (Loss) income from continuing operations (3,240 ) (69,415 ) 79,376 (853 ) — 5,868 Earnings (loss) from consolidated subsidiaries 9,108 78,523 (853 ) — (86,778 ) — Net income (loss) $ 5,868 $ 9,108 $ 78,523 $ (853 ) $ (86,778 ) $ 5,868 CUMULUS MEDIA INC. CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 2015 (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 $ — $ 32,734 $ — $ — $ — $ 32,734 Restricted cash — 8,421 — — — 8,421 Accounts receivable, less allowance for doubtful accounts of $5,677 — — — 242,867 — 242,867 Trade receivable — — 3,870 — — 3,870 Asset held for sale — — 45,157 — — 45,157 Prepaid expenses and other current assets — 49,053 23,104 — — 72,157 Total current assets — 90,208 72,131 242,867 — 405,206 Property and equipment, net — 3,553 186,329 — — 189,882 Broadcast licenses — — — 1,593,939 — 1,593,939 Other intangible assets, net — — 209,046 — — 209,046 Goodwill — — 1,253,065 — — 1,253,065 Investment in consolidated subsidiaries 639,666 4,246,683 1,079,019 — (5,965,368 ) — Intercompany receivables, net — 90,800 1,545,389 — (1,636,189 ) — Other assets — 30,335 40,924 649 (15,418 ) 56,490 Total assets $ 639,666 $ 4,461,579 $ 4,385,903 $ 1,837,455 $ (7,616,975 ) $ 3,707,628 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable and accrued expenses $ — $ 27,796 $ 89,690 $ — $ — $ 117,486 Trade payable — — 4,687 — — 4,687 Total current liabilities — 27,796 94,377 — — 122,173 Long-term debt, excluding 7.75% Senior Notes — 1,877,239 — — — 1,877,239 7.75% Senior Notes — 610,000 — — — 610,000 Other liabilities — 4,356 44,843 — — 49,199 Intercompany payables, net 90,151 1,302,522 — 243,516 (1,636,189 ) — Deferred income taxes — — — 514,920 (15,418 ) 499,502 Total liabilities 90,151 3,821,913 139,220 758,436 (1,651,607 ) 3,158,113 Stockholders’ equity (deficit): Class A common stock, par value $0.01 per share; 750,000,000 shares authorized; 255,443,945 shares issued and 233,048,303 shares outstanding 2,553 — — — — 2,553 Class C common stock, par value $0.01 per share; 644,871 shares authorized, issued and outstanding 6 — — — — 6 Treasury stock, at cost, 22,395,642 shares (229,198 ) — — — — (229,198 ) Additional paid-in-capital 1,606,220 253,619 4,212,541 2,070,972 (6,537,132 ) 1,606,220 Accumulated (deficit) equity (830,066 ) 386,047 34,142 (991,953 ) 571,764 (830,066 ) Total stockholders’ equity (deficit) 549,515 639,666 4,246,683 1,079,019 (5,965,368 ) 549,515 Total liabilities and stockholders’ equity (deficit) $ 639,666 $ 4,461,579 $ 4,385,903 $ 1,837,455 $ (7,616,975 ) $ 3,707,628 CUMULUS MEDIA INC. CONDENSED CONSOLIDATED BALANCE SHEETS December 31, 2014 (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 $ — $ 7,268 $ 3 $ — $ — $ 7,271 Restricted cash — 10,055 — — — 10,055 Accounts receivable, less allowance for doubtful accounts of $6,004 — — — 248,308 — 248,308 Trade receivable — — 2,455 — — 2,455 Asset held for sale — — 15,007 — — 15,007 Prepaid expenses and other current assets — 66,020 21,710 — — 87,730 Total current assets — 83,343 39,175 248,308 — 370,826 Property and equipment, net — 2,653 218,844 — — 221,497 Broadcast licenses — — — 1,596,715 — 1,596,715 Other intangible assets, net — — 243,640 — — 243,640 Goodwill — — 1,253,823 — — 1,253,823 Investment in consolidated subsidiaries 627,363 4,154,147 1,097,404 — (5,878,914 ) — Intercompany receivables, net — 86,527 1,462,776 — (1,549,303 ) — Other assets — 32,776 25,420 744 — 58,940 Total assets $ 627,363 $ 4,359,446 $ 4,341,082 $ 1,845,767 $ (7,428,217 ) $ 3,745,441 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable and accrued expenses $ — $ 30,322 $ 121,336 $ — $ — $ 151,658 Trade payable — — 3,964 — — 3,964 Total current liabilities — 30,322 125,300 — — 155,622 Long-term debt, excluding 7.75% Senior Notes — 1,875,127 — — — 1,875,127 7.75% Senior Notes — 610,000 — — — 610,000 Other liabilities — 2,166 52,955 — — 55,121 Intercompany payables, net 85,783 1,214,468 — 249,052 (1,549,303 ) — Deferred income taxes — — 8,680 499,311 — 507,991 Total liabilities 85,783 3,732,083 186,935 748,363 (1,549,303 ) 3,203,861 Stockholders’ equity (deficit): Class A common stock, par value $0.01 per share; 750,000,000 shares authorized; 254,997,925 shares issued and 232,378,371 shares outstanding 2,549 — — — — 2,549 Class C common stock, par value $0.01 per share; 644,871 shares authorized, issued and outstanding 6 — — — — 6 Treasury stock, at cost, 22,619,554 shares (231,588 ) — — — — (231,588 ) Additional paid-in-capital 1,600,963 244,233 4,163,779 2,072,591 (6,480,603 ) 1,600,963 Accumulated (deficit) equity (830,350 ) 383,130 (9,632 ) (975,187 ) 601,689 (830,350 ) Total stockholders’ equity (deficit) 541,580 627,363 4,154,147 1,097,404 (5,878,914 ) 541,580 Total liabilities and stockholders’ equity (deficit) $ 627,363 $ 4,359,446 $ 4,341,082 $ 1,845,767 $ (7,428,217 ) $ 3,745,441 CUMULUS MEDIA INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2015 (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 income (loss) $ 284 $ 2,917 $ 43,774 $ (16,766 ) $ (29,925 ) $ 284 Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation and amortization — 616 50,419 — — 51,035 Amortization of debt issuance costs/discounts — 4,617 — 95 — 4,712 Provision for doubtful accounts — — 2,417 — — 2,417 Loss on sale of assets or stations — — 735 — — 735 Impairment charges - equity interest in Pulser Media Inc. — — 1,056 — — 1,056 Deferred income taxes (1,734 ) (50,894 ) 39,865 15,610 — 2,847 Stock-based compensation expense — 7,743 — — — 7,743 (Earnings) loss from consolidated subsidiaries (2,917 ) (43,774 ) 16,766 — 29,925 — Changes in assets and liabilities — 152,329 (188,495 ) 1,061 — (35,105 ) Net cash (used in) provided by operating activities (4,367 ) 73,554 (33,463 ) — — 35,724 Cash flows from investing activities Proceeds from sale of assets or stations — — 3,055 — — 3,055 Restricted cash — 1,634 — — — 1,634 Capital expenditures — (1,516 ) (13,344 ) — — (14,860 ) Net cash provided by (used in) investing activities — 118 (10,289 ) — — (10,171 ) Cash flows from financing activities: Intercompany transactions, net 4,364 (48,113 ) 43,749 — — — Tax withholding payments on behalf of employees — (93 ) — — — (93 ) Proceeds from exercise of warrants 3 — — — — 3 Net cash provided by (used in) financing activities 4,367 (48,206 ) 43,749 — — (90 ) Increase (decrease) in cash and cash equivalents — 25,466 (3 ) — — 25,463 Cash and cash equivalents at beginning of period — 7,268 3 — — 7,271 Cash and cash equivalents at end of period $ — $ 32,734 $ — $ — $ — $ 32,734 CUMULUS MEDIA INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2014 (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 income (loss) $ 5,868 $ 9,108 $ 78,523 $ (853 ) $ (86,778 ) $ 5,868 Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation and amortization — 917 57,035 — — 57,952 Amortization of debt issuance costs/discount — 4,558 — 96 — 4,654 Provision for doubtful accounts — — 1,828 — — 1,828 Gain on sale of assets or stations — — (898 ) — — (898 ) Fair value adjustment of derivative instruments — 21 — — — 21 Deferred income taxes (1,741 ) (37,314 ) 42,669 (459 ) — 3,155 Stock-based compensation expense — 8,245 — — — 8,245 (Loss) earnings from consolidated subsidiaries (9,108 ) (78,523 ) 853 — 86,778 — Changes in assets and liabilities — 168,519 (199,055 ) (8,784 ) — (39,320 ) Net cash (used in) provided by operating activities (4,981 ) 75,531 (19,045 ) (10,000 ) — 41,505 Cash flows from investing activities: Proceeds from sale of assets or stations — — 14,069 — — 14,069 Restricted cash — (240 ) — — — (240 ) Capital expenditures — (86 ) (11,162 ) — — (11,248 ) Net cash (used in) provided by investing activities — (326 ) 2,907 — — 2,581 Cash flows from financing activities: Intercompany transactions, net (7,528 ) (43,775 ) 16,303 35,000 — — Repayments of borrowings under term loans and revolving credit facilities — (31,125 ) — (35,000 ) — (66,125 ) Proceeds from borrowings under term loans and revolving credit facilities — — — 10,000 — 10,000 Tax withholding payments on behalf of employees — (1,320 ) — — — (1,320 ) Proceeds from exercise of warrants 103 — — — — 103 Proceeds from exercise of options 602 — — — — 602 Deferred financing costs — (21 ) — — — (21 ) Net cash (used in) provided by financing activities (6,823 ) (76,241 ) 16,303 10,000 — (56,761 ) (Decrease) increase in cash and cash equivalents (11,804 ) (1,036 ) 165 — — (12,675 ) Cash and cash equivalents at beginning of period 11,804 20,988 — — — 32,792 Cash and cash equivalents at end of period $ — $ 19,952 $ 165 $ — $ — $ 20,117 |