Supplemental Condensed Consolidating Financial Information | Supplemental Condensed Consolidating Financial Information At December 31, 2016 , 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, 2016 , 2015 and 2014 , (ii) condensed consolidating balance sheets as of December 31, 2016 and 2015 , and (iii) condensed consolidating statements of cash flows for the years ended December 31, 2016 , 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 CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2016 (Dollars in thousands) Cumulus Media Inc. (Parent Guarantor) Cumulus Media Holdings Inc. (Subsidiary Issuer) Subsidiary Guarantors Subsidiary Non- guarantors Eliminations Total Consolidated Net revenue $ — $ 165 $ 1,141,235 $ — $ — $ 1,141,400 Operating expenses: Content costs — — 427,780 — — 427,780 Selling, general & administrative expenses — — 470,546 2,354 — 472,900 Depreciation and amortization — 1,530 85,737 — — 87,267 LMA fees — — 12,824 — — 12,824 Corporate expenses (including stock-based compensation expense of $2,948) — 40,148 — — — 40,148 Gain on sale of assets or stations — — (95,695 ) — — (95,695 ) Impairment on intangible assets and goodwill — — 604,965 — — 604,965 Total operating expenses — 41,678 1,506,157 2,354 — 1,550,189 Operating loss — (41,513 ) (364,922 ) (2,354 ) — (408,789 ) Non-operating (expense) income: Interest (expense) income, net (8,711 ) (129,733 ) 493 (190 ) — (138,141 ) Gain on early extinguishment of debt — 8,017 — — — 8,017 Other income, net — — 2,039 — — 2,039 Total non-operating (expense) income, net (8,711 ) (121,716 ) 2,532 (190 ) — (128,085 ) Loss before income taxes (8,711 ) (163,229 ) (362,390 ) (2,544 ) — (536,874 ) Income tax benefit (expense) 3,484 65,292 (43,640 ) 1,018 — 26,154 (Loss) earnings from consolidated subsidiaries (505,493 ) (407,556 ) (1,526 ) — 914,575 — Net (loss) income $ (510,720 ) $ (505,493 ) $ (407,556 ) $ (1,526 ) $ 914,575 $ (510,720 ) 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 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 expense, net — — 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 BALANCE SHEETS As of December 31, 2016 (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 $ — $ 131,259 $ — $ — $ — $ 131,259 Restricted cash — 8,025 — — — 8,025 Accounts receivable, less allowance for doubtful accounts of $4,691 — — — 231,585 — 231,585 Trade receivable — — 4,985 — — 4,985 Assets held for sale — — 30,150 — — 30,150 Prepaid expenses and other current assets — 17,321 16,602 — — 33,923 Total current assets — 156,605 51,737 231,585 — 439,927 Property and equipment, net — 4,431 157,632 — — 162,063 Broadcast licenses — — — 1,540,183 — 1,540,183 Other intangible assets, net — — 116,499 — — 116,499 Goodwill — — 135,214 — — 135,214 Investment in consolidated subsidiaries (388,509 ) 3,348,992 1,012,947 — (3,973,430 ) — Intercompany receivables — 103,593 1,848,263 — (1,951,856 ) — Other assets — 21,631 135,996 364 (139,186 ) 18,805 Total assets $ (388,509 ) $ 3,635,252 $ 3,458,288 $ 1,772,132 $ (6,064,472 ) $ 2,412,691 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable and accrued expenses $ — $ 19,994 $ 76,247 $ — $ — $ 96,241 Trade payable — — 4,550 — — 4,550 Total current liabilities — 19,994 80,797 — — 100,791 Term loan, net of debt issuance costs/discounts of $29,909 — 1,780,357 — — — 1,780,357 7.75% senior notes, net of debt issuance costs of $6,200 — 603,800 — — — 603,800 Other liabilities — 2,932 28,499 — — 31,431 Intercompany payables 103,229 1,616,678 — 231,949 (1,951,856 ) — Deferred income taxes — — — 527,236 (139,186 ) 388,050 Total liabilities 103,229 4,023,761 109,296 759,185 (2,091,042 ) 2,904,429 Stockholders’ equity (deficit): Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 32,031,054 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 1,624,815 275,107 4,191,057 1,991,009 (6,457,173 ) 1,624,815 Accumulated (deficit) equity (1,887,564 ) (663,616 ) (842,065 ) (978,062 ) 2,483,743 (1,887,564 ) Total stockholders’ (deficit) equity (491,738 ) (388,509 ) 3,348,992 1,012,947 (3,973,430 ) (491,738 ) Total liabilities and stockholders’ (deficit) equity $ (388,509 ) $ 3,635,252 $ 3,458,288 $ 1,772,132 $ (6,064,472 ) $ 2,412,691 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 Asset 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 3,784,551 1,056,150 — (4,951,251 ) — Intercompany receivables — 95,072 1,650,829 — (1,745,901 ) — Other assets — 27,491 95,716 554 (106,035 ) 17,726 Total assets $ 110,550 $ 3,956,812 $ 3,916,165 $ 1,822,048 $ (6,803,187 ) $ 3,002,388 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 Term loan, net of debt issuance costs/discounts of $37,524 — 1,801,416 — — — 1,801,416 7.75% senior notes, net of debt issuance costs of $8,515 — 601,485 — — — 601,485 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 3,846,262 131,614 765,898 (1,851,936 ) 2,986,356 Stockholders’ equity (deficit): Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 31,987,862 shares issued and 29,182,118 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, 2,805,743 shares (229,310 ) — — — — (229,310 ) Additional paid-in-capital 1,621,865 268,673 4,219,060 2,032,686 (6,520,419 ) 1,621,865 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 3,784,551 1,056,150 (4,951,251 ) 16,032 Total liabilities and stockholders’ equity (deficit) $ 110,550 $ 3,956,812 $ 3,916,165 $ 1,822,048 $ (6,803,187 ) $ 3,002,388 CUMULUS MEDIA INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2016 (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 $ (510,720 ) $ (505,493 ) $ (407,556 ) $ (1,526 ) $ 914,575 $ (510,720 ) Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: Depreciation and amortization — 1,530 85,737 — — 87,267 Amortization of debt issuance costs/discounts — 9,771 — 190 — 9,961 Provision for doubtful accounts — — 1,103 — — 1,103 Gain on sale of assets or stations — — (95,695 ) — — (95,695 ) Impairment on intangible assets and goodwill — — 604,965 — — 604,965 Deferred income taxes (3,484 ) (65,292 ) 41,963 (1,018 ) — (27,831 ) Stock-based compensation expense — 2,948 — — — 2,948 Gain on early extinguishment of debt — (8,017 ) — — — (8,017 ) Earnings (loss) from consolidated subsidiaries 505,493 407,556 1,526 — (914,575 ) — Changes in assets and liabilities — 361,825 (392,415 ) 2,354 — (28,236 ) Net cash (used in) provided by operating activities (8,711 ) 204,828 (160,372 ) — — 35,745 Cash flows from investing activities: Proceeds from sale of assets or stations — — 106,935 — — 106,935 Restricted cash — (44 ) — — — (44 ) Capital expenditures — (2,276 ) (20,761 ) — — (23,037 ) Net cash (used in) provided by investing activities — (2,320 ) 86,174 — — 83,854 Cash flows from financing activities: Intercompany transactions, net 8,708 (82,906 ) 74,198 — — — Repayments of borrowings under revolving credit facilities — (20,000 ) — — — (20,000 ) Proceeds from exercise of warrants 3 — — — — 3 Net cash provided by (used in) financing activities 8,711 (102,906 ) 74,198 — — (19,997 ) Increase in cash and cash equivalents — 99,602 — — — 99,602 Cash and cash equivalents at beginning of period — 31,657 — — — 31,657 Cash and cash equivalents at end of period $ — $ 131,259 $ — $ — $ — $ 131,259 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/discount — 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 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 paid 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/discounts — 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 ) Capital expenditures — (1,000 ) (18,006 ) — — (19,006 ) Proceeds from exchange of assets or stations — — 15,843 — — 15,843 Acquisition 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 — — Repayment of borrowings under term loans and 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 payments 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 |