Supplemental Condensed Consolidating Financial Information | Supplemental Condensed Consolidating Financial Information At December 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”). 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 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) Condensed Consolidating Statements of Operations for the years ended December 31, 2017 , 2016 and 2015 , (ii) Condensed Consolidating Balance Sheets as of December 31, 2017 and 2016 , and (iii) Condensed Consolidating Statements of Cash Flows for the years ended December 31, 2017 , 2016 , and 2015 of each of the Parent Guarantor, Cumulus Holdings, the Subsidiary Guarantors, and the Subsidiary Non-guarantors. CUMULUS MEDIA INC. (Debtor-In-Possession) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2017 (Dollars in thousands) Cumulus Media Inc. (Parent Guarantor) Cumulus Media Holdings Inc. (Subsidiary Issuer) Subsidiary Guarantors Subsidiary Non- guarantors Eliminations Total Consolidated Net revenue $ — $ — $ 1,135,662 $ — $ — $ 1,135,662 Operating expenses: Content costs — — 402,978 — — 402,978 Selling, general & administrative expenses — — 475,116 2,419 — 477,535 Depreciation and amortization — 1,193 61,046 — — 62,239 LMA fees — — 10,884 — — 10,884 Corporate expenses (including stock-based compensation expense of $1,614) — 59,062 — — — 59,062 Gain on sale of assets or stations — — (2,499 ) — — (2,499 ) Impairment of intangible assets and goodwill — — — 335,909 — 335,909 Total operating expenses — 60,255 947,525 338,328 — 1,346,108 Operating loss — (60,255 ) 188,137 (338,328 ) — (210,446 ) Non-operating (expense) income: Reorganization items, net — (31,603 ) — — — (31,603 ) Interest (expense) income (8,735 ) (118,217 ) 136 — — (126,816 ) Loss on early extinguishment of debt — (1,063 ) — — — (1,063 ) Other loss, net — — (363 ) — — (363 ) Total non-operating expense, net (8,735 ) (150,883 ) (227 ) — — (159,845 ) (Loss) income before income taxes (8,735 ) (211,138 ) 187,910 (338,328 ) — (370,291 ) Income tax benefit 2,516 60,808 2,964 97,438 — 163,726 (Loss) earnings from consolidated subsidiaries (200,346 ) (50,016 ) (240,890 ) — 491,252 — Net (loss) income $ (206,565 ) $ (200,346 ) $ (50,016 ) $ (240,890 ) $ 491,252 $ (206,565 ) CUMULUS MEDIA INC. (Debtor-In-Possession) 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 of 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 from continuing operations (5,227 ) (97,937 ) (406,030 ) (1,526 ) — (510,720 ) (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 (Debtor-In-Possession) 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 of 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. (Debtor-In-Possession) CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2017 (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 $ — $ 102,891 $ — $ — $ — $ 102,891 Restricted cash — 8,999 — — — 8,999 Accounts receivable, less allowance for doubtful accounts of $4,322 — — 235,247 — — 235,247 Trade receivable — — 4,224 — — 4,224 Prepaid expenses and other current assets — 25,393 16,866 — — 42,259 Total current assets — 137,283 256,337 — — 393,620 Property and equipment, net — 14,404 177,200 — — 191,604 Broadcast licenses — — — 1,203,809 — 1,203,809 Other intangible assets, net — — 82,994 — — 82,994 Goodwill — — 135,214 — — 135,214 Investment in consolidated subsidiaries — 3,323,713 984,559 — (4,308,272 ) — Intercompany receivables — 111,964 1,800,539 — (1,912,503 ) — Other assets — 6,507 13,571 — — 20,078 Total assets $ — $ 3,593,871 $ 3,450,414 $ 1,203,809 $ (6,220,775 ) $ 2,027,319 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable and accrued expenses $ — $ 8,653 $ 27,504 $ — $ — $ 36,157 Total current liabilities — 8,653 27,504 — — 36,157 Other liabilities — 53 1 — — 54 Intercompany payables 111,964 1,800,539 — — (1,912,503 ) — Estimated losses on investment 584,151 — — — (584,151 ) — Total liabilities not subject to compromise 696,115 1,809,245 27,505 — (2,496,654 ) 36,211 Liabilities subject to compromise — 2,368,777 99,196 219,250 — 2,687,223 Total liabilities 696,115 4,178,022 126,701 219,250 (2,496,654 ) 2,723,434 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 1,626,428 279,811 4,215,794 2,203,511 (6,699,116 ) 1,626,428 Accumulated (deficit) equity (2,093,554 ) (863,962 ) (892,081 ) (1,218,952 ) 2,974,995 (2,093,554 ) Total stockholders’ (deficit) equity (696,115 ) (584,151 ) 3,323,713 984,559 (3,724,121 ) (696,115 ) Total liabilities and stockholders’ equity (deficit) $ — $ 3,593,871 $ 3,450,414 $ 1,203,809 $ (6,220,775 ) $ 2,027,319 CUMULUS MEDIA INC. (Debtor-In-Possession) 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 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’ (Deficit) Equity 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 ) — 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’ 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 $ — $ 3,635,252 $ 3,458,288 $ 1,772,132 $ (6,452,981 ) $ 2,412,691 CUMULUS MEDIA INC. (Debtor-In-Possession) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2017 (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 $ (206,565 ) $ (200,346 ) $ (50,016 ) $ (240,890 ) $ 491,252 $ (206,565 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization — 1,193 61,046 — — 62,239 Amortization of debt issuance costs/discounts — 9,394 — — — 9,394 Provision for doubtful accounts — — 5,807 — — 5,807 Gain on sale of assets or stations — — (2,499 ) — — (2,499 ) Non cash reorganization — 25,921 — — — 25,921 Impairment of intangible assets and goodwill — — — 335,909 — 335,909 Deferred income taxes (2,516 ) (60,808 ) (7,464 ) (97,438 ) — (168,226 ) Stock-based compensation expense — 1,614 — — — 1,614 Loss on early extinguishment of debt — 1,063 — — — 1,063 Earnings (loss) from consolidated subsidiaries 200,346 50,016 240,890 — (491,252 ) — Changes in assets and liabilities 4,355 291,517 (282,757 ) 8,824 — 21,939 Net cash (used in) provided by operating activities (4,380 ) 119,564 (34,993 ) 6,405 — 86,596 Cash flows from investing activities: Proceeds from sale of assets or stations — — 6,090 — — 6,090 Restricted cash — (974 ) — — — (974 ) Capital expenditures — (11,166 ) (20,766 ) — — (31,932 ) Net cash used in investing activities — (12,140 ) (14,676 ) — — (26,816 ) Cash flows from financing activities: Intercompany transactions, net 4,380 (54,049 ) 49,669 — — — Repayments of borrowings under term loan and revolving credit facilities — (81,652 ) — — — (81,652 ) Adequate protection payments on term loan — — — (6,405 ) — (6,405 ) Deferred financing costs — (91 ) — — — (91 ) Net cash provided by (used in) financing activities 4,380 (135,792 ) 49,669 (6,405 ) — (88,148 ) Decrease in cash and cash equivalents — (28,368 ) — — — (28,368 ) Cash and cash equivalents at beginning of period — 131,259 — — — 131,259 Cash and cash equivalents at end of period $ — $ 102,891 $ — $ — $ — $ 102,891 CUMULUS MEDIA INC. (Debtor-In-Possession) 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 (used in) provided by operating activities: Depreciation and amortization — 1,530 85,737 — — 87,267 Amortization of debt issuance costs/discount — 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 of 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. (Debtor-In-Possession) 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 of 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: Restricted cash — 2,074 — — — 2,074 Capital expenditures — (2,557 ) (16,679 ) — — (19,236 ) Proceeds from exchange of assets or stations — — 9,201 — — 9,201 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 — — — Repayment of borrowings under term loans and 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 |