Supplemental Condensed Consolidating Financial Information | Supplemental Condensed Consolidating Financial Information At December 31, 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) condensed consolidating statements of operations for the years ended December 31, 2015 , 2014 and 2013 , (ii) condensed consolidating balance sheets as of December 31, 2015 and 2014 , and (iii) condensed consolidating statements of cash flows for the years ended December 31, 2015 , 2014 , and 2013 of each of the Parent Guarantor, Cumulus Holdings, the Subsidiary Guarantors, and the Subsidiary Non-guarantors. These results have been adjusted for discontinued operations (see Note 3, "Discontinued Operations"). 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. Reclassifications Certain account balances in 2013 have been reclassified to conform to classifications currently in use. In the accompanying condensed consolidating statements of operations the Company separately presents content costs and selling, general & administrative expenses as operating expense categories. In certain of the Company's historical disclosures, those line items were presented on a combined basis within the direct operating expenses line item in the statement of operations. Content costs consist of all costs related to the licensing, acquisition and development of the Company's programming. Selling, general & administrative expenses consist of expenses related to the distribution and monetization of the Company's content across its platform and overhead expenses. There were no other costs included in selling, general & administrative expenses in 2015 , 2014 or 2013 . CUMULUS MEDIA INC. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2015 (Dollars in thousands) Cumulus Media Inc. (Parent Guarantor) Cumulus Media Holdings Inc. (Subsidiary Issuer) Subsidiary Guarantors Subsidiary Non- guarantors Eliminations Total Consolidated Net revenue $ — $ 500 $ 1,168,179 $ — $ — $ 1,168,679 Operating expenses: Content costs — — 396,426 — — 396,426 Selling, general & administrative expenses — — 475,268 2,059 — 477,327 Depreciation and amortization — 1,525 100,580 — — 102,105 LMA fees — — 10,129 — — 10,129 Corporate expenses (including stock-based compensation expense of $21,033) — 73,403 — — — 73,403 Loss on sale of assets or stations — — 2,856 — — 2,856 Impairment on intangible assets and goodwill — — 565,584 — — 565,584 Impairment charges - equity interest in Pulser Media Inc. — — 19,364 — — 19,364 Total operating expenses — 74,928 1,570,207 2,059 — 1,647,194 Operating loss — (74,428 ) (402,028 ) (2,059 ) — (478,515 ) Non-operating (expense) income: Interest (expense) income, net (8,735 ) (132,754 ) 433 (190 ) — (141,246 ) Gain on early extinguishment of debt — 13,222 — — — 13,222 Other income, net — — 14,205 — — 14,205 Total non-operating (expense) income, net (8,735 ) (119,532 ) 14,638 (190 ) — (113,819 ) Loss from continuing operations before income taxes (8,735 ) (193,960 ) (387,390 ) (2,249 ) — (592,334 ) Income tax benefit (expense) 3,494 77,584 (36,138 ) 900 — 45,840 Loss from continuing operations (5,241 ) (116,376 ) (423,528 ) (1,349 ) — (546,494 ) (Loss) earnings from consolidated subsidiaries (541,253 ) (424,877 ) (1,349 ) — 967,479 — Net (loss) income $ (546,494 ) $ (541,253 ) $ (424,877 ) $ (1,349 ) $ 967,479 $ (546,494 ) CUMULUS MEDIA INC. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2014 (Dollars in thousands) Cumulus Media Inc. (Parent Guarantor) Cumulus Media Holdings Inc. (Subsidiary Issuer) Subsidiary Guarantors Subsidiary Non- guarantors Eliminations Total Consolidated Net revenue $ — $ 479 $ 1,262,944 $ — $ — $ 1,263,423 Operating expenses: Content costs — — 433,596 — — 433,596 Selling, general & administrative expenses — — 468,349 2,092 — 470,441 Depreciation and amortization — 1,619 113,656 — — 115,275 LMA fees — — 7,195 — — 7,195 Corporate expenses (including stock-based compensation expense of $17,638) — 76,428 — — — 76,428 Gain on sale of assets or stations — — (1,342 ) — — (1,342 ) Total operating expenses — 78,047 1,021,454 2,092 — 1,101,593 Operating (loss) income — (77,568 ) 241,490 (2,092 ) — 161,830 Non-operating (expense) income: Interest (expense) income, net (9,349 ) (135,920 ) 1,388 (264 ) — (144,145 ) Other income — — 4,338 — — 4,338 Total non-operating (expense) income, net (9,349 ) (135,920 ) 5,726 (264 ) — (139,807 ) (Loss) income from continuing operations before income taxes (9,349 ) (213,488 ) 247,216 (2,356 ) — 22,023 Income tax benefit (expense) 3,739 81,993 (96,928 ) 942 — (10,254 ) (Loss) income from continuing operations (5,610 ) (131,495 ) 150,288 (1,414 ) — 11,769 Earnings (loss) from consolidated subsidiaries 17,379 148,874 (1,414 ) — (164,839 ) — Net income (loss) $ 11,769 $ 17,379 $ 148,874 $ (1,414 ) $ (164,839 ) $ 11,769 CUMULUS MEDIA INC. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2013 (Dollars in thousands) Cumulus Media Inc. (Parent Guarantor) Cumulus Media Holdings Inc. (Subsidiary Issuer) Subsidiary Guarantors Subsidiary Non-guarantors Eliminations Total Consolidated Net revenue $ — $ 1,063 $ 1,025,075 $ — $ — $ 1,026,138 Operating expenses: Content costs — — 264,871 — — 264,871 Selling, general & administrative expenses — — 401,122 2,259 — 403,381 Depreciation and amortization — 1,913 110,598 — — 112,511 LMA fees — — 3,716 — — 3,716 Corporate expenses (including stock-based compensation expense of $10,804) — 59,830 — — — 59,830 Gain on sale of assets or stations — — (3,685 ) — — (3,685 ) Gain on derivative instrument — — (1,852 ) — — (1,852 ) Total operating expenses — 61,743 774,770 2,259 — 838,772 Operating (loss) income — (60,680 ) 250,305 (2,259 ) — 187,366 Non-operating (expense) income: Interest (expense) income, net (11,765 ) (165,156 ) 4 (64 ) — (176,981 ) Loss on early extinguishment of debt — (34,934 ) — — — (34,934 ) Other expense, net — — (302 ) — — (302 ) Total non-operating expense, net (11,765 ) (200,090 ) (298 ) (64 ) — (212,217 ) (Loss) income from continuing operations before income taxes (11,765 ) (260,770 ) 250,007 (2,323 ) — (24,851 ) Income tax benefit (expense) 4,706 104,308 (41,479 ) 929 — 68,464 (Loss) income from continuing operations (7,059 ) (156,462 ) 208,528 (1,394 ) — 43,613 Income from discontinued operations, net of taxes — — 132,470 — — 132,470 Earnings (loss) from consolidated subsidiaries 183,142 339,604 (1,394 ) — (521,352 ) — Net income (loss) $ 176,083 $ 183,142 $ 339,604 $ (1,394 ) $ (521,352 ) $ 176,083 CUMULUS MEDIA INC. CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2015 (Dollars in thousands, except for share and per share data) 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 $ — $ 31,657 $ — $ — $ — $ 31,657 Restricted cash — 7,981 — — — 7,981 Accounts receivable, less allowance for doubtful accounts of $4,923 — — — 243,428 — 243,428 Trade receivable — — 4,146 — — 4,146 Assets held for sale — — 45,157 — — 45,157 Prepaid expenses and other current assets — 6,375 20,531 — — 26,906 Total current assets — 46,013 69,834 243,428 — 359,275 Property and equipment, net — 3,685 165,752 — — 169,437 Broadcast licenses — — — 1,578,066 — 1,578,066 Other intangible assets, net — — 174,530 — — 174,530 Goodwill — — 703,354 — — 703,354 Investment in consolidated subsidiaries 110,550 3,806,950 1,056,150 — (4,973,650 ) — Intercompany receivables — 95,072 1,650,829 — (1,745,901 ) — Other assets — 27,491 118,115 554 (106,035 ) 40,125 Total assets $ 110,550 $ 3,979,211 $ 3,938,564 $ 1,822,048 $ (6,825,586 ) $ 3,024,787 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable and accrued expenses $ — $ 31,997 $ 86,399 $ — $ — $ 118,396 Trade payable — — 4,374 — — 4,374 Total current liabilities — 31,997 90,773 — — 122,770 Long-term debt, excluding 7.75% senior notes — 1,815,300 — — — 1,815,300 7.75% senior notes — 610,000 — — — 610,000 Other liabilities — 3,963 40,841 — — 44,804 Intercompany payables 94,518 1,407,401 — 243,982 (1,745,901 ) — Deferred income taxes — — — 521,916 (106,035 ) 415,881 Total liabilities 94,518 3,868,661 131,614 765,898 (1,851,936 ) 3,008,755 Stockholders’ equity (deficit): Class A common stock, par value $0.01 per share; 750,000,000 shares authorized; 255,902,892 shares issued and 233,456,945 shares outstanding 2,558 — — — — 2,558 Class C common stock, par value $0.01 per share; 644,871 shares authorized, issued and outstanding 6 — — — — 6 Treasury stock, at cost, 22,445,947 shares (229,310 ) — — — — (229,310 ) Additional paid-in-capital 1,619,622 268,673 4,241,459 2,032,686 (6,542,818 ) 1,619,622 Accumulated (deficit) equity (1,376,844 ) (158,123 ) (434,509 ) (976,536 ) 1,569,168 (1,376,844 ) Total stockholders’ equity (deficit) 16,032 110,550 3,806,950 1,056,150 (4,973,650 ) 16,032 Total liabilities and stockholders’ equity (deficit) $ 110,550 $ 3,979,211 $ 3,938,564 $ 1,822,048 $ (6,825,586 ) $ 3,024,787 CUMULUS MEDIA INC. CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2014 (Dollars in thousands, except for share and per share data) 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 — 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 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 CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2015 (Dollars in thousands) 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 $ (546,494 ) $ (541,253 ) $ (424,877 ) $ (1,349 ) $ 967,479 $ (546,494 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization — 1,525 100,580 — — 102,105 Amortization of debt issuance costs/discounts — 9,351 — 190 — 9,541 Provision for doubtful accounts — — 4,501 — — 4,501 Gain on sale of assets or stations — — 2,856 — — 2,856 Impairment on intangible assets and goodwill — — 565,584 — — 565,584 Impairment charges - equity interest in Pulser Media Inc. — — 19,364 — — 19,364 Deferred income taxes (3,494 ) (77,584 ) 33,716 (900 ) — (48,262 ) Stock-based compensation expense — 21,033 — — — 21,033 Gain on early extinguishment of debt — (13,222 ) — — — (13,222 ) Earnings (loss) from consolidated subsidiaries 541,253 424,877 1,349 — (967,479 ) — Changes in assets and liabilities — 306,482 (343,115 ) 2,059 — (34,574 ) Net cash (used in) provided by operating activities (8,735 ) 131,209 (40,042 ) — — 82,432 Cash flows from investing activities: Proceeds from sale of assets or stations — — 9,201 — — 9,201 Restricted cash — 2,074 — — — 2,074 Capital expenditures — (2,557 ) (16,679 ) — — (19,236 ) Net cash used in investing activities — (483 ) (7,478 ) — — (7,961 ) Cash flows from financing activities: Intercompany transactions, net 8,727 (56,244 ) 47,517 — — — Repayments of borrowings under revolving credit facilities — (50,000 ) — — — (50,000 ) Tax withholding payments on behalf of employees — (93 ) — — — (93 ) Proceeds from exercise of warrants 8 — — — — 8 Net cash provided by (used in) financing activities 8,735 (106,337 ) 47,517 — — (50,085 ) Increase (decrease) in cash and cash equivalents — 24,389 (3 ) — — 24,386 Cash and cash equivalents at beginning of period — 7,268 3 — — 7,271 Cash and cash equivalents at end of period $ — $ 31,657 $ — $ — $ — $ 31,657 CUMULUS MEDIA INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2014 (Dollars in thousands) 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) $ 11,769 $ 17,379 $ 148,874 $ (1,414 ) $ (164,839 ) $ 11,769 Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation and amortization — 1,619 113,656 — — 115,275 Amortization of debt issuance costs/discount — 9,302 — 191 — 9,493 Provision for doubtful accounts — — 4,302 — — 4,302 Gain on sale of assets or stations — — (1,342 ) — — (1,342 ) Fair value adjustment of derivative instruments — 21 — — — 21 Deferred income taxes (3,739 ) (81,993 ) 93,576 (942 ) — 6,902 Stock-based compensation expense — 17,638 — — — 17,638 Earnings from consolidated subsidiaries (17,379 ) (148,874 ) 1,414 — 164,839 — Changes in assets and liabilities — 349,463 (368,911 ) (7,814 ) — (27,262 ) Net cash (used in) provided by operating activities (9,349 ) 164,555 (8,431 ) (9,979 ) — 136,796 Cash flows from investing activities: Restricted cash — (3,909 ) — — — (3,909 ) Proceeds from exchange of assets or stations — — 15,843 — — 15,843 Capital expenditures — (1,000 ) (18,006 ) — — (19,006 ) Acquisitions less cash required — — (8,500 ) — — (8,500 ) Net cash used in investing activities — (4,909 ) (10,663 ) — — (15,572 ) Cash flows from financing activities: Intercompany transactions, net (3,188 ) (50,909 ) 19,097 35,000 — — Repayments of borrowings under revolving credit facilities — (121,125 ) — (35,000 ) — (156,125 ) Proceeds from borrowings under term loans and revolving credit facilities — — — 10,000 — 10,000 Tax withholding paid on behalf of employees — (1,332 ) — — — (1,332 ) Proceeds from exercise of warrants 113 — — — — 113 Proceeds from exercise of options 620 — — — — 620 Deferred financing costs — — — (21 ) — (21 ) Net cash (used in) provided by financing activities (2,455 ) (173,366 ) 19,097 9,979 — (146,745 ) (Decrease) increase in cash and cash equivalents (11,804 ) (13,720 ) 3 — — (25,521 ) Cash and cash equivalents at beginning of period 11,804 20,988 — — — 32,792 Cash and cash equivalents at end of period $ — $ 7,268 $ 3 $ — $ — $ 7,271 CUMULUS MEDIA INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2013 (Dollars in thousands) 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) $ 176,083 $ 183,142 $ 339,604 $ (1,394 ) $ (521,352 ) $ 176,083 Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation and amortization — 1,913 115,038 — — 116,951 Amortization of debt issuance costs/discounts — 9,905 — 14 — 9,919 Provision for doubtful accounts — — 3,349 — — 3,349 Gain on sale of assets or stations — — (3,685 ) — — (3,685 ) Gain on exchange of assets or stations — — (108,158 ) — — (108,158 ) Fair value adjustment of derivative instruments — 23 (1,852 ) — — (1,829 ) Deferred income taxes — — (77,551 ) 1,173 — (76,378 ) Stock-based compensation expense — 10,804 — — — 10,804 Loss on early extinguishment of debt — 34,934 — — — 34,934 Earnings from consolidated subsidiaries (183,142 ) (339,604 ) 1,394 — 521,352 — Changes in assets and liabilities — 46,572 (329,635 ) 242,214 — (40,849 ) Net cash (used in) provided by operating activities (7,059 ) (52,311 ) (61,496 ) 242,007 — 121,141 Cash flows from investing activities: Restricted cash — (225 ) — — — (225 ) Capital expenditures — (495 ) (10,586 ) — — (11,081 ) Proceeds from exchange of assets or stations — — 241,519 — — 241,519 Acquisition less cash required — — (322,838 ) — — (322,838 ) Net cash used in investing activities — (720 ) (91,905 ) — — (92,625 ) Cash flows from financing activities: Intercompany transactions, net (70,524 ) 189,671 146,950 (266,097 ) — — Repayment of borrowings under term loans and revolving credit facilities — (2,111,688 ) — — — (2,111,688 ) Proceeds from borrowings under term loans and revolving credit facilities — 2,002,308 — 25,000 — 2,027,308 Tax withholding payments on behalf of employees (337 ) — — — — (337 ) Preferred stock dividends (9,395 ) — — — — (9,395 ) Proceeds from exercise of warrants 93 — — — — 93 Proceeds from exercise of options 818 — — — — 818 Redemption of preferred stock (150,391 ) — — — — (150,391 ) Proceeds from issuance of common equity securities 94,300 — — — — 94,300 Proceeds from issuance of preferred stock 77,241 — — — — 77,241 Deferred financing costs — (6,272 ) — (910 ) (7,182 ) Financing costs paid in connection with the issuance of equity securities (4,541 ) — — — — (4,541 ) Net cash (used in) provided by financing activities (62,736 ) 74,019 146,950 (242,007 ) — (83,774 ) (Decrease) increase in cash and cash equivalents (69,795 ) 20,988 (6,451 ) — — (55,258 ) Cash and cash equivalents at beginning of period 81,599 — 6,451 — — 88,050 Cash and cash equivalents at end of period $ 11,804 $ 20,988 $ — $ — $ — $ 32,792 |