Supplemental Condensed Consolidated Financial Information | Supplemental Condensed Consolidated Financial Information At March 31, 2017 , 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 months ended March 31, 2017 and 2016 , (ii) unaudited condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016 , and (iii) unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2017 and 2016 , 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. Revision to Prior Period Financial Statements During the first quarter of 2017, the Company determined that it did not properly classify the investment in consolidated subsidiaries balance residing at the Parent Guarantor as a liability at December 31, 2016. The Company should have presented the investment in consolidated subsidiary balance as a liability as the balance was negative at December 31, 2016. In the following disclosure, a separate line item entitled “Accumulated losses in consolidated subsidiaries” is presented in the Condensed Consolidated Balance Sheet. This presentation misclassification was not material to the previously issued financial statements. In accordance with accounting guidance found in ASC 250-10 (SEC Staff Accounting Bulletin No. 99, Materiality ), the Company assessed the materiality of the errors and concluded that the errors were not material to any of the Company’s previously issued financial statements. As permitted by the accounting guidance found in ASC 250-10 (SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements ), the Company has presented revised financial information for the three months ended March 31, 2017, and the year ended December 31, 2016. CUMULUS MEDIA INC. 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 LMA 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. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended March 31, 2016 (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 $ — $ — $ 268,530 $ — $ — $ 268,530 Operating expenses: Content costs — — 100,045 — — 100,045 Selling, general and administrative expenses — — 116,689 538 — 117,227 Depreciation and amortization — 404 22,693 — — 23,097 LMA fees — — 5,388 — — 5,388 Corporate expenses (including stock-based compensation expense of $878) — 12,654 — — — 12,654 Loss on sale of assets or stations — — 5 — — 5 Total operating expenses — 13,058 244,820 538 — 258,416 Operating (loss) income — (13,058 ) 23,710 (538 ) — 10,114 Non-operating (expense) income: Interest (expense) income, net (2,178 ) (32,256 ) 85 (47 ) — (34,396 ) Other income, net — — 720 — — 720 Total non-operating (expense) income, net (2,178 ) (32,256 ) 805 (47 ) — (33,676 ) (Loss) income before income taxes (2,178 ) (45,314 ) 24,515 (585 ) — (23,562 ) Income tax benefit (expense) 845 18,198 (10,137 ) 227 — 9,133 (Loss) earnings from consolidated subsidiaries (13,096 ) 14,020 (358 ) — (566 ) — Net (loss) income $ (14,429 ) $ (13,096 ) $ 14,020 $ (358 ) $ (566 ) $ (14,429 ) CUMULUS MEDIA INC. CONDENSED CONSOLIDATED BALANCE SHEETS March 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 $ — $ 151,153 $ — $ — $ — $ 151,153 Restricted cash — 7,816 — — — 7,816 Accounts receivable, less allowance for doubtful accounts of $4,133 — — — 213,642 — 213,642 Trade receivable — — 5,752 — — 5,752 Asset held for sale — — 30,150 — — 30,150 Prepaid expenses and other current assets — 23,377 23,656 — — 47,033 Total current assets — 182,346 59,558 213,642 — 455,546 Property and equipment, net — 6,569 150,265 — — 156,834 Broadcast licenses — — — 1,539,793 — 1,539,793 Other intangible assets, net — — 107,407 — — 107,407 Goodwill — — 135,214 — — 135,214 Investment in consolidated subsidiaries — 3,374,977 1,002,830 — (4,377,807 ) — Intercompany receivables — 105,730 1,874,661 — (1,980,391 ) — Other assets — 20,128 153,751 317 (155,512 ) 18,684 Total assets $ — $ 3,689,750 $ 3,483,686 $ 1,753,752 $ (6,513,710 ) $ 2,413,478 Liabilities and Stockholders’ (Deficit) Equity Current liabilities: Accounts payable and accrued expenses $ — $ 31,651 $ 77,442 $ — $ — $ 109,093 Trade payable — — 3,730 — — 3,730 Total current liabilities — 31,651 81,172 — — 112,823 Long-term debt, excluding 7.75% Senior Notes, net of debt issuance cost/discounts of $27,914 — 1,782,352 — — — 1,782,352 7.75% Senior Notes, net of debt issuance costs of $5.591 — 604,409 — — — 604,409 Other liabilities — 2,932 27,537 — — 30,469 Intercompany payables 105,413 1,661,019 — 213,959 (1,980,391 ) — Accumulated losses in consolidated subsidiaries 392,613 — — — (392,613 ) — Deferred income taxes — — — 536,963 (155,512 ) 381,451 Total liabilities 498,026 4,082,363 108,709 750,922 (2,528,516 ) 2,911,504 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 1,625,353 277,212 4,199,550 1,981,043 (6,457,805 ) 1,625,353 Accumulated (deficit) equity (1,894,390 ) (669,825 ) (824,573 ) (978,213 ) 2,472,611 (1,894,390 ) Total stockholders’ (deficit) equity (498,026 ) (392,613 ) 3,374,977 1,002,830 (3,985,194 ) (498,026 ) Total liabilities and stockholders’ (deficit) equity $ — $ 3,689,750 $ 3,483,686 $ 1,753,752 $ (6,513,710 ) $ 2,413,478 CUMULUS MEDIA INC. CONDENSED CONSOLIDATED BALANCE SHEETS December 31, 2016 (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 $ — $ 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 Asset 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 — 3,348,992 1,012,947 — (4,361,939 ) — Intercompany receivables — 103,593 1,848,263 — (1,951,856 ) — Other assets — 21,631 135,996 364 (139,186 ) 18,805 Total assets $ — $ 3,635,252 $ 3,458,288 $ 1,772,132 $ (6,452,981 ) $ 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 Long-term debt, excluding 7.75% Senior Notes, net of debt issuance costs/discounts of $29,909 — 1,780,357 — — — 1,780,357 7.75% Senior Notes, net of debt issuance costs of $6,200 — 603,800 — — — 603,800 Other liabilities — 2,932 28,499 — — 31,431 Intercompany payables 103,229 1,616,678 — 231,949 (1,951,856 ) — Accumulated losses in consolidated subsidiaries 388,509 — — — (388,509 ) — Deferred income taxes — — — 527,236 (139,186 ) 388,050 Total liabilities 491,738 4,023,761 109,296 759,185 (2,479,551 ) 2,904,429 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 1,624,815 275,107 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 $ — $ 3,635,252 $ 3,458,288 $ 1,772,132 $ (6,452,981 ) $ 2,412,691 CUMULUS MEDIA INC. 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 — 209 — — — 209 Capital expenditures — (2,441 ) (3,295 ) — — (5,736 ) Net cash (used in) provided by investing activities — (2,232 ) 2,795 — — 563 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 — 19,894 — — — 19,894 Cash and cash equivalents at beginning of period — 131,259 — — — 131,259 Cash and cash equivalents at end of period $ — $ 151,153 $ — $ — $ — $ 151,153 CUMULUS MEDIA INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2016 (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 $ (14,429 ) $ (13,096 ) $ 14,020 $ (358 ) $ (566 ) $ (14,429 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization — 404 22,693 — — 23,097 Amortization of debt issuance costs/discount — 2,427 — — — 2,427 Provision for doubtful accounts — — 150 — — 150 Deferred income taxes (845 ) (18,198 ) 10,134 (227 ) — (9,136 ) Stock-based compensation expense — 878 — — — 878 Earnings (loss) from consolidated subsidiaries 13,096 (14,020 ) 358 — 566 — Changes in assets and liabilities — 120,503 (90,890 ) 585 — 30,198 Net cash (used in) provided by operating activities (2,178 ) 78,898 (43,535 ) — — 33,185 Cash flows from investing activities: Restricted cash — (1,810 ) — — — (1,810 ) Capital expenditures — (179 ) (3,982 ) — — (4,161 ) Net cash used in investing activities — (1,989 ) (3,982 ) — — (5,971 ) Cash flows from financing activities: Intercompany transactions, net 2,175 (49,692 ) 47,517 — — — Proceeds from exercise of warrants 3 — — — — 3 Net cash provided by (used in) financing activities 2,178 (49,692 ) 47,517 — — 3 Increase in cash and cash equivalents — 27,217 — — — 27,217 Cash and cash equivalents at beginning of period — 31,657 — — — 31,657 Cash and cash equivalents at end of period $ — $ 58,874 $ — $ — $ — $ 58,874 |