Supplemental Condensed Consolidated Financial Information | Supplemental Condensed Consolidated Financial Information At June 30, 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”). 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 to correct this misclassification. This presentation misclassification was not material to the previously issued financial statements. In accordance with 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 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 as of December 31, 2016. The following tables present (i) unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2017 and 2016 , (ii) unaudited condensed consolidated balance sheets as of June 30, 2017 and December 31, 2016 , and (iii) unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2017 and 2016 , of each of the Parent Guarantor, Cumulus Holdings, the Subsidiary Guarantors, and the Subsidiary Non-guarantors. CUMULUS MEDIA INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended June 30, 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 $ — $ — $ 290,531 $ — $ — $ 290,531 Operating expenses: Content costs — — 93,289 — — 93,289 Selling, general and administrative expenses — — 119,912 594 — 120,506 Depreciation and amortization — 301 15,819 — — 16,120 Local marketing agreement fees — — 2,713 — — 2,713 Corporate expenses (including stock-based compensation expense of $530) — 10,473 — — — 10,473 Loss on sale of assets or stations — — 104 — — 104 Total operating expenses — 10,774 231,837 594 — 243,205 Operating (loss) income — (10,774 ) 58,694 (594 ) — 47,326 Non-operating (expense) income: Interest (expense) income, net (2,184 ) (32,098 ) 35 (62 ) — (34,309 ) Other expense, net — — (111 ) — — (111 ) Total non-operating expense, net (2,184 ) (32,098 ) (76 ) (62 ) — (34,420 ) (Loss) income before income taxes (2,184 ) (42,872 ) 58,618 (656 ) — 12,906 Income tax (expense) benefit (2,740 ) (55,188 ) 51,297 (603 ) — (7,234 ) Earnings (loss) from consolidated subsidiaries 10,596 108,656 (1,259 ) — (117,993 ) — Net income (loss) $ 5,672 $ 10,596 $ 108,656 $ (1,259 ) $ (117,993 ) $ 5,672 CUMULUS MEDIA INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Six Months Ended June 30, 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 $ — $ — $ 554,561 $ — $ — $ 554,561 Operating expenses: Content costs — — 195,069 — — 195,069 Selling, general and administrative expenses — — 233,707 1,189 — 234,896 Depreciation and amortization — 604 31,798 — — 32,402 Local marketing agreement fees — — 5,420 — — 5,420 Corporate expenses (including stock-based compensation expense of $1,068) — 21,428 — — — 21,428 Gain on sale of assets or stations — — (2,502 ) — — (2,502 ) Total operating expenses — 22,032 463,492 1,189 — 486,713 Operating (loss) income — (22,032 ) 91,069 (1,189 ) — 67,848 Non-operating (expense) income: Interest (expense) income, net (4,355 ) (63,943 ) 72 (109 ) — (68,335 ) Other expense, net — — (28 ) — — (28 ) Total non-operating (expense) income, net (4,355 ) (63,943 ) 44 (109 ) — (68,363 ) (Loss) income before income taxes (4,355 ) (85,975 ) 91,113 (1,298 ) — (515 ) Income tax (expense) benefit (1,742 ) (35,392 ) 36,445 (519 ) (1,208 ) Earnings (loss) from consolidated subsidiaries 4,374 125,741 (1,817 ) — (128,298 ) — Net (loss) income $ (1,723 ) $ 4,374 $ 125,741 $ (1,817 ) $ (128,298 ) $ (1,723 ) CUMULUS MEDIA INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended June 30, 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 $ — $ 165 $ 287,028 $ — $ — $ 287,193 Operating expenses: Content costs — — 97,133 — — 97,133 Selling, general and administrative expenses — — 117,324 536 — 117,860 Depreciation and amortization — 414 22,555 — — 22,969 Local marketing agreement fees — — 2,482 — — 2,482 Corporate expenses (including stock-based compensation expense of $790) — 11,414 — — — 11,414 Gain on sale of assets or stations — — (3,146 ) — — (3,146 ) Impairment on intangible assets and goodwill — — 1,816 — — 1,816 Total operating expenses — 11,828 238,164 536 — 250,528 Operating (loss) income — (11,663 ) 48,864 (536 ) — 36,665 Non-operating (expense) income: Interest (expense) income, net (2,178 ) (32,261 ) 140 (47 ) — (34,346 ) Other expense, net — — (4 ) — — (4 ) Total non-operating (expense) income, net (2,178 ) (32,261 ) 136 (47 ) — (34,350 ) (Loss) income before income taxes (2,178 ) (43,924 ) 49,000 (583 ) — 2,315 Income tax benefit (expense) 815 16,060 (18,342 ) 218 — (1,249 ) Earnings (loss) from consolidated subsidiaries 2,429 30,293 (365 ) — (32,357 ) — Net income (loss) $ 1,066 $ 2,429 $ 30,293 $ (365 ) $ (32,357 ) $ 1,066 CUMULUS MEDIA INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Six Months Ended June 30, 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 $ — $ 165 $ 555,558 $ — $ — $ 555,723 Operating expenses: Content costs — — 197,178 — — 197,178 Selling, general and administrative expenses — — 234,013 1,074 — 235,087 Depreciation and amortization — 818 45,248 — — 46,066 Local marketing agreement fees — — 7,870 — — 7,870 Corporate expenses (including stock-based compensation expense of $1,668) — 24,068 — — — 24,068 Gain on sale of assets or stations — — (3,141 ) — — (3,141 ) Impairment on intangible assets and goodwill — — 1,816 — — 1,816 Total operating expenses — 24,886 482,984 1,074 — 508,944 Operating (loss) income — (24,721 ) 72,574 (1,074 ) — 46,779 Non-operating (expense) income: Interest (expense) income, net (4,355 ) (64,517 ) 225 (95 ) — (68,742 ) Other income, net — — 716 — — 716 Total non-operating (expense) income, net (4,355 ) (64,517 ) 941 (95 ) — (68,026 ) (Loss) income before income taxes (4,355 ) (89,238 ) 73,515 (1,169 ) — (21,247 ) Income tax benefit (expense) 1,742 35,080 (29,406 ) 468 — 7,884 (Loss) earnings from consolidated subsidiaries (10,750 ) 43,408 (701 ) — (31,957 ) — Net (loss) income $ (13,363 ) $ (10,750 ) $ 43,408 $ (701 ) $ (31,957 ) $ (13,363 ) CUMULUS MEDIA INC. CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 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 $ — $ 141,195 $ — $ — $ — $ 141,195 Restricted cash — 7,822 — — — 7,822 Accounts receivable, less allowance for doubtful accounts of $4,217 — — — 226,514 — 226,514 Trade receivable — — 5,059 — — 5,059 Asset held for sale — — 30,150 — — 30,150 Prepaid expenses and other current assets — 27,447 17,100 — — 44,547 Total current assets — 176,464 52,309 226,514 — 455,287 Property and equipment, net — 9,295 147,873 — — 157,168 Broadcast licenses — — — 1,539,793 — 1,539,793 Other intangible assets, net — — 98,316 — — 98,316 Goodwill — — 135,214 — — 135,214 Investment in consolidated subsidiaries — 3,418,960 1,002,830 — (4,421,790 ) — Intercompany receivables — 107,946 1,931,684 — (2,039,630 ) — Other assets — 18,566 148,016 349 (148,281 ) 18,650 Total assets $ — $ 3,731,231 $ 3,516,242 $ 1,766,656 $ (6,609,701 ) $ 2,404,428 Liabilities and Stockholders’ (Deficit) Equity Current liabilities: Accounts payable and accrued expenses $ — $ 18,107 $ 67,059 $ — $ — $ 85,166 Trade payable — — 4,217 — — 4,217 Total current liabilities — 18,107 71,276 — — 89,383 Long-term debt, excluding 7.75% Senior Notes, net of debt issuance cost/discounts of $26,053 — 1,784,213 — — — 1,784,213 7.75% Senior Notes, net of debt issuance costs of $4,969 — 605,031 — — — 605,031 Other liabilities — 2,932 26,006 — — 28,938 Intercompany payables 107,597 1,705,170 — 226,863 (2,039,630 ) — Accumulated losses in consolidated subsidiaries 384,222 — — — (384,222 ) — Deferred income taxes 536,963 (148,281 ) 388,682 Total liabilities 491,819 4,115,453 97,282 763,826 (2,572,133 ) 2,896,247 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 1,625,883 275,020 4,135,284 1,982,709 (6,393,013 ) 1,625,883 Accumulated (deficit) equity (1,888,713 ) (659,242 ) (716,324 ) (979,879 ) 2,355,445 (1,888,713 ) Total stockholders’ (deficit) equity (491,819 ) (384,222 ) 3,418,960 1,002,830 (4,037,568 ) (491,819 ) Total liabilities and stockholders’ (deficit) equity $ — $ 3,731,231 $ 3,516,242 $ 1,766,656 $ (6,609,701 ) $ 2,404,428 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’ equity (deficit) $ — $ 3,635,252 $ 3,458,288 $ 1,772,132 $ (6,452,981 ) $ 2,412,691 CUMULUS MEDIA INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, 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 $ (1,723 ) $ 4,374 $ 125,741 $ (1,817 ) $ (128,298 ) $ (1,723 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization — 604 31,798 — — 32,402 Amortization of debt issuance costs/discounts — 4,946 — 109 — 5,055 Provision for doubtful accounts — — 1,993 — — 1,993 Gain on sale of assets or stations — — (2,502 ) — — (2,502 ) Deferred income taxes 1,742 35,392 (36,447 ) 519 — 1,206 Stock-based compensation expense — 1,068 — — — 1,068 (Earnings) loss from consolidated subsidiaries (4,374 ) (125,741 ) 1,817 — 128,298 — Changes in assets and liabilities 2,171 140,987 (164,906 ) 1,189 — (20,559 ) Net cash (used in) provided by operating activities (2,184 ) 61,630 (42,506 ) — — 16,940 Cash flows from investing activities Proceeds from sale of assets or stations — — 6,090 — — 6,090 Restricted cash — 203 — — — 203 Capital expenditures — (5,468 ) (7,735 ) — — (13,203 ) Net cash used in investing activities — (5,265 ) (1,645 ) — — (6,910 ) Cash flows from financing activities: Intercompany transactions, net 2,184 (46,335 ) 44,151 — — — Deferred financing costs — (94 ) — — — (94 ) Net cash provided by (used in) financing activities 2,184 (46,429 ) 44,151 — — (94 ) Increase in cash and cash equivalents — 9,936 — — — 9,936 Cash and cash equivalents at beginning of period — 131,259 — — — 131,259 Cash and cash equivalents at end of period $ — $ 141,195 $ — $ — $ — $ 141,195 CUMULUS MEDIA INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, 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 $ (13,363 ) $ (10,750 ) $ 43,408 $ (701 ) $ (31,957 ) $ (13,363 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization — 818 45,248 — — 46,066 Amortization of debt issuance costs/discount — 4,765 — 95 — 4,860 Provision for doubtful accounts — — 493 — — 493 Gain on sale of assets or stations — — (3,141 ) — — (3,141 ) Impairment of intangible assets and goodwill — — 1,816 — — 1,816 Deferred income taxes (1,742 ) (35,080 ) 29,372 (468 ) — (7,918 ) Stock-based compensation expense — 1,668 — — — 1,668 Loss (earnings) from consolidated subsidiaries 10,750 (43,408 ) 701 — 31,957 — Changes in assets and liabilities — 149,483 (156,028 ) 1,074 — (5,471 ) Net cash (used in) provided by operating activities (4,355 ) 67,496 (38,131 ) — — 25,010 Cash flows from investing activities: Proceeds from sale of assets or stations — — 4,254 — — 4,254 Restricted cash — 336 — — — 336 Capital expenditures — (377 ) (11,085 ) — — (11,462 ) Net cash used in investing activities — (41 ) (6,831 ) — — (6,872 ) Cash flows from financing activities: Intercompany transactions, net 4,352 (49,314 ) 44,962 — — — Proceeds from exercise of warrants 3 — — — — 3 Net cash provided by (used in) financing activities 4,355 (49,314 ) 44,962 — — 3 Increase in cash and cash equivalents — 18,141 — — — 18,141 Cash and cash equivalents at beginning of period — 31,657 — — — 31,657 Cash and cash equivalents at end of period $ — $ 49,798 $ — $ — $ — $ 49,798 |