Supplemental Condensed Consolidated Financial Information | Supplemental Condensed Consolidated Financial Information At September 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 nine months ended September 30, 2017 and 2016 , (ii) unaudited condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016 , and (iii) unaudited condensed consolidated statements of cash flows for the nine months ended September 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 September 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 $ — $ — $ 287,240 $ — $ — $ 287,240 Operating expenses: Content costs — — 96,321 — — 96,321 Selling, general and administrative expenses — — 118,758 535 — 119,293 Depreciation and amortization — 298 14,910 — — 15,208 Local marketing agreement fees — — 2,717 — — 2,717 Corporate expenses (including stock-based compensation expense of $354) — 10,853 — — — 10,853 Gain on sale of assets or stations — — (83 ) — — (83 ) Total operating expenses — 11,151 232,623 535 — 244,309 Operating (loss) income — (11,151 ) 54,617 (535 ) — 42,931 Non-operating (expense) income: Interest (expense) income, net (2,184 ) (33,089 ) 34 (62 ) — (35,301 ) Loss on early extinguishment of debt — (1,063 ) — — — (1,063 ) Other expense, net — — (36 ) — — (36 ) Total non-operating expense, net (2,184 ) (34,152 ) (2 ) (62 ) — (36,400 ) (Loss) income before income taxes (2,184 ) (45,303 ) 54,615 (597 ) — 6,531 Income tax (expense) benefit 8,782 176,495 (193,046 ) 2,512 — (5,257 ) Earnings (loss) from consolidated subsidiaries (5,324 ) (136,516 ) 1,915 — 139,925 — Net income (loss) $ 1,274 $ (5,324 ) $ (136,516 ) $ 1,915 $ 139,925 $ 1,274 CUMULUS MEDIA INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Nine Months Ended September 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 $ — $ — $ 841,801 $ — $ — $ 841,801 Operating expenses: Content costs — — 291,390 — — 291,390 Selling, general and administrative expenses — — 352,465 1,724 — 354,189 Depreciation and amortization — 902 46,708 — — 47,610 Local marketing agreement fees — — 8,137 — — 8,137 Corporate expenses (including stock-based compensation expense of $1,422) — 32,281 — — — 32,281 Gain on sale of assets or stations — — (2,585 ) — — (2,585 ) Total operating expenses — 33,183 696,115 1,724 — 731,022 Operating (loss) income — (33,183 ) 145,686 (1,724 ) — 110,779 Non-operating (expense) income: Interest (expense) income, net (6,551 ) (97,020 ) 106 (171 ) — (103,636 ) Loss on early extinguishment of debt — (1,063 ) — — — (1,063 ) Other expense, net — — (64 ) — — (64 ) Total non-operating (expense) income, net (6,551 ) (98,083 ) 42 (171 ) — (104,763 ) (Loss) income before income taxes (6,551 ) (131,266 ) 145,728 (1,895 ) — 6,016 Income tax (expense) benefit 7,040 141,059 (156,600 ) 2,036 (6,465 ) Earnings (loss) from consolidated subsidiaries (938 ) (10,731 ) 141 — 11,528 — Net (loss) income $ (449 ) $ (938 ) $ (10,731 ) $ 141 $ 11,528 $ (449 ) CUMULUS MEDIA INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended September 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 $ — $ — $ 286,136 $ — $ — $ 286,136 Operating expenses: Content costs — — 115,348 — — 115,348 Selling, general and administrative expenses — — 116,706 681 — 117,387 Depreciation and amortization — 400 21,557 — — 21,957 Local marketing agreement fees — — 2,481 — — 2,481 Corporate expenses (including stock-based compensation expense of $735) — 9,960 — — — 9,960 Gain on sale of assets or stations — — (94,014 ) — — (94,014 ) Total operating expenses — 10,360 162,078 681 — 173,119 Operating (loss) income — (10,360 ) 124,058 (681 ) — 113,017 Non-operating (expense) income: Interest (expense) income, net (2,178 ) (32,704 ) 139 (47 ) — (34,790 ) Other income, net — — 882 — — 882 Total non-operating (expense) income, net (2,178 ) (32,704 ) 1,021 (47 ) — (33,908 ) (Loss) income before income taxes (2,178 ) (43,064 ) 125,079 (728 ) — 79,109 Income tax benefit (expense) 937 19,816 (53,834 ) 293 — (32,788 ) Earnings (loss) from consolidated subsidiaries 47,562 70,810 (435 ) — (117,937 ) — Net income (loss) $ 46,321 $ 47,562 $ 70,810 $ (435 ) $ (117,937 ) $ 46,321 CUMULUS MEDIA INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Nine Months Ended September 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 $ 841,694 $ — $ — $ 841,859 Operating expenses: Content costs — — 312,526 — — 312,526 Selling, general and administrative expenses — — 350,719 1,755 — 352,474 Depreciation and amortization — 1,219 66,804 — — 68,023 Local marketing agreement fees — — 10,351 — — 10,351 Corporate expenses (including stock-based compensation expense of $2,403) — 34,028 — — — 34,028 Gain on sale of assets or stations — — (97,155 ) — — (97,155 ) Impairment on intangible assets and goodwill — — 1,816 — — 1,816 Total operating expenses — 35,247 645,061 1,755 — 682,063 Operating (loss) income — (35,082 ) 196,633 (1,755 ) — 159,796 Non-operating (expense) income: Interest (expense) income, net (6,533 ) (97,221 ) 364 (142 ) — (103,532 ) Other income, net — — 1,598 — — 1,598 Total non-operating (expense) income, net (6,533 ) (97,221 ) 1,962 (142 ) — (101,934 ) (Loss) income before income taxes (6,533 ) (132,303 ) 198,595 (1,897 ) — 57,862 Income tax benefit (expense) 2,613 51,219 (79,438 ) 702 — (24,904 ) Earnings (loss) from consolidated subsidiaries 36,878 117,962 (1,195 ) — (153,645 ) — Net income (loss) $ 32,958 $ 36,878 $ 117,962 $ (1,195 ) $ (153,645 ) $ 32,958 CUMULUS MEDIA INC. CONDENSED CONSOLIDATED BALANCE SHEETS September 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 $ — $ 69,431 $ — $ — $ — $ 69,431 Restricted cash — 7,680 — — — 7,680 Accounts receivable, less allowance for doubtful accounts of $5,922 — — — 231,630 — 231,630 Trade receivable — — 4,679 — — 4,679 Asset held for sale — — 30,150 — — 30,150 Prepaid expenses and other current assets — 33,222 24,918 — — 58,140 Total current assets — 110,333 59,747 231,630 — 401,710 Property and equipment, net — 11,621 145,886 — — 157,507 Broadcast licenses — — — 1,539,718 — 1,539,718 Other intangible assets, net — — 90,369 — — 90,369 Goodwill — — 135,214 — — 135,214 Investment in consolidated subsidiaries — 3,466,078 1,002,755 — (4,468,833 ) — Intercompany receivables — 110,068 1,982,500 — (2,092,568 ) — Other assets — 16,706 143,886 288 (143,024 ) 17,856 Total assets $ — $ 3,714,806 $ 3,560,357 $ 1,771,636 $ (6,704,425 ) $ 2,342,374 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable and accrued expenses $ — $ 30,190 $ 66,336 $ — $ — $ 96,526 Trade payable — — 3,640 — — 3,640 Total current liabilities — 30,190 69,976 — — 100,166 Long-term debt, excluding 7.75% Senior Notes, net of debt issuance cost/discounts of $24,143 — 1,705,560 — — — 1,705,560 7.75% Senior Notes, net of debt issuance costs of $4,335 — 605,665 — — — 605,665 Other liabilities — 2,932 24,303 — — 27,235 Intercompany payables 109,780 1,750,870 — 231,918 (2,092,568 ) — Accumulated losses in consolidated subsidiaries 380,411 — — — (380,411 ) — Deferred income taxes 536,963 (143,024 ) 393,939 Total liabilities 490,191 4,095,217 94,279 768,881 (2,616,003 ) 2,832,565 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 1,626,237 284,143 4,318,874 1,980,676 (6,583,693 ) 1,626,237 Accumulated (deficit) equity (1,887,439 ) (664,554 ) (852,796 ) (977,921 ) 2,495,271 (1,887,439 ) Total stockholders’ (deficit) equity (490,191 ) (380,411 ) 3,466,078 1,002,755 (4,088,422 ) (490,191 ) Total liabilities and stockholders’ equity (deficit) $ — $ 3,714,806 $ 3,560,357 $ 1,771,636 $ (6,704,425 ) $ 2,342,374 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 Nine Months Ended September 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 $ (449 ) $ (938 ) $ (10,731 ) $ 141 $ 11,528 $ (449 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization — 902 46,708 — — 47,610 Amortization of debt issuance costs/discounts — 7,490 — 171 — 7,661 Provision for doubtful accounts — — 4,770 — — 4,770 Gain on sale of assets or stations — — (2,585 ) — — (2,585 ) Deferred income taxes (7,040 ) (141,059 ) 156,598 (2,036 ) — 6,463 Stock-based compensation expense — 1,422 — — — 1,422 Loss on early extinguishment of debt — 1,063 — — — 1,063 (Earnings) loss from consolidated subsidiaries 938 10,731 (141 ) — (11,528 ) — Changes in assets and liabilities 2,171 198,131 (233,856 ) 1,724 — (31,830 ) Net cash (used in) provided by operating activities (4,380 ) 77,742 (39,237 ) — — 34,125 Cash flows from investing activities Proceeds from sale of assets or stations — — 6,090 — — 6,090 Restricted cash — 345 — — — 345 Capital expenditures — (8,092 ) (12,553 ) — — (20,645 ) Net cash used in investing activities — (7,747 ) (6,463 ) — — (14,210 ) Cash flows from financing activities: Intercompany transactions, net 4,380 (50,080 ) 45,700 — — — Repayments of borrowings under term loans and revolving credit facilities — (81,652 ) — — — (81,652 ) Deferred financing costs — (91 ) — — — (91 ) Net cash provided by (used in) financing activities 4,380 (131,823 ) 45,700 — — (81,743 ) Decrease in cash and cash equivalents — (61,828 ) — — — (61,828 ) Cash and cash equivalents at beginning of period — 131,259 — — — 131,259 Cash and cash equivalents at end of period $ — $ 69,431 $ — $ — $ — $ 69,431 CUMULUS MEDIA INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 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 income (loss) $ 32,958 $ 36,878 $ 117,962 $ (1,195 ) $ (153,645 ) $ 32,958 Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation and amortization — 1,219 66,804 — — 68,023 Amortization of debt issuance costs/discount — 7,183 — 142 — 7,325 Provision for doubtful accounts — — 1,188 — — 1,188 Gain on sale of assets or stations — — (97,155 ) — — (97,155 ) Impairment of intangible assets and goodwill — — 1,816 — — 1,816 Deferred income taxes (2,613 ) (51,219 ) 79,620 (702 ) — 25,086 Stock-based compensation expense — 2,403 — — — 2,403 (Loss) earnings from consolidated subsidiaries (36,878 ) (117,962 ) 1,195 — 153,645 — Changes in assets and liabilities — 295,419 (306,539 ) 1,755 — (9,365 ) Net cash (used in) provided by operating activities (6,533 ) 173,921 (135,109 ) — — 32,279 Cash flows from investing activities: Proceeds from sale of assets or stations — — 106,935 — — 106,935 Restricted cash — 3,431 — — — 3,431 Capital expenditures — (868 ) (15,836 ) — — (16,704 ) Net cash provided by investing activities — 2,563 91,099 — — 93,662 Cash flows from financing activities: Intercompany transactions, net 6,530 (50,540 ) 44,010 — — — Proceeds from exercise of warrants 3 — — — — 3 Net cash provided by (used in) financing activities 6,533 (50,540 ) 44,010 — — 3 Increase in cash and cash equivalents — 125,944 — — — 125,944 Cash and cash equivalents at beginning of period — 31,657 — — — 31,657 Cash and cash equivalents at end of period $ — $ 157,601 $ — $ — $ — $ 157,601 |