Edgar Filing: CUMULUS MEDIA INC

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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2016



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission file number 000-24525

Cumulus Media Inc.

(Exact Name of Registrant as Specified in its Charter)



Delaware		36-4159663
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

3280 Peachtree Road, NW Suite 2300, Atlanta, GA		30305
(Address of Principal Executive Offices)		(ZIP Code)

(404) 949-0700

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

As of April 28, 2016, the registrant had 234,443,606 outstanding shares of common stock consisting of: (i) 233,798,935 shares of Class A common stock; and (ii) 644,871 shares of Class C common stock.

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CUMULUS MEDIA INC.

INDEX



PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)	3
Condensed Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015	3
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2016 and 2015	4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2016 and 2015	5
Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3. Quantitative and Qualitative Disclosures About Market Risk	35
Item 4. Controls and Procedures	35
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	35
Item 1A. Risk Factors	36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 6. Exhibits	37

Signatures	38

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except for per share data)

(Unaudited)



	March 31, 2016			December 31, 2015
Assets
Current assets:
Cash and cash equivalents	$	58,874		$	31,657
Restricted cash	9,791			7,981
Accounts receivable, less allowance for doubtful accounts of $4,709 and $4,923 at March 31, 2016 and December 31, 2015, respectively	206,188			243,428
Trade receivable	3,911			4,146
Assets held for sale	45,157			45,157
Prepaid expenses and other current assets	32,877			26,906
Total current assets	356,798			359,275
Property and equipment, net	165,622			169,437
Broadcast licenses	1,578,066			1,578,066
Other intangible assets, net	159,404			174,530
Goodwill	703,354			703,354
Other assets	23,428			17,726
Total assets	$	2,986,672		$	3,002,388
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	125,550		$	118,396
Trade payable	4,346			4,374
Total current liabilities	129,896			122,770
Long-term debt, excluding 7.75% senior notes, net of debt issuance costs/discounts of $35,707 and $37,524 at March 31, 2016 and December 31, 2015, respectively	1,803,233			1,801,416
7.75% senior notes, net of debt issuance costs of $7,954 and $8,515 at March 31, 2016 and December 31, 2015, respectively	602,046			601,485
Other liabilities	42,268			44,804
Deferred income taxes	406,745			415,881
Total liabilities	2,984,188			2,986,356
Commitments and Contingencies (Note 10)
Stockholders’ equity:
Class A common stock, par value $0.01 per share; 750,000,000 shares authorized; 256,248,431 and 255,902,892 shares issued, and 233,798,935 and 233,456,945 shares outstanding, at March 31, 2016 and December 31, 2015, respectively	2,561			2,558
Class C common stock, par value $0.01 per share; 644,871 shares authorized, issued and outstanding at both March 31, 2016 and December 31, 2015	6			6
Treasury stock, at cost, 22,449,496 and 22,445,945 shares at March 31, 2016 and December 31, 2015, respectively	(229,310		)	(229,310		)
Additional paid-in-capital	1,620,500			1,619,622
Accumulated deficit	(1,391,273		)	(1,376,844		)
Total stockholders’ equity	2,484			16,032
Total liabilities and stockholders’ equity	$	2,986,672		$	3,002,388

See accompanying notes to the unaudited condensed consolidated financial statements.

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CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except for share and per share data)

(Unaudited)



	Three Months Ended March 31,
	2016			2015
Net revenue	$	268,530		$	271,079
Operating expenses:
Content costs	100,045			100,807
Selling, general & administrative expenses	117,227			116,307
Depreciation and amortization	23,097			25,311
LMA fees	5,388			2,498
Corporate expenses (including stock-based compensation expense of $878 and $3,863,respectively)	12,654			13,462
Loss on sale of assets or stations	5			819
Total operating expenses	258,416			259,204
Operating income	10,114			11,875
Non-operating (expense) income:
Interest expense	(34,481		)	(34,984		)
Interest income	85			358
Other income, net	720			379
Total non-operating expense, net	(33,676		)	(34,247		)
Loss before income taxes	(23,562		)	(22,372		)
Income tax benefit	9,133			10,357
Net loss	$	(14,429	)	$	(12,015	)
Basic and diluted loss per common share (see Note 8, “Loss Per Share”):
Basic and diluted loss per share	$	(0.06	)	$	(0.05	)
Weighted average basic and diluted common shares outstanding	234,049,813			233,125,055

See accompanying notes to the unaudited condensed consolidated financial statements.

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CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)



	Three Months Ended March 31,
	2016			2015
Cash flows from operating activities:
Net loss	$	(14,429	)	$	(12,015	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	23,097			25,311
Amortization of debt issuance costs/discounts	2,427			2,342
Provision for doubtful accounts	150			596
Loss on sale of assets or stations	—			819
Deferred income taxes	(9,136		)	(9,961		)
Stock-based compensation expense	878			3,863
Changes in assets and liabilities:
Accounts receivable	37,090			29,888
Trade receivable	235			(1,648		)
Prepaid expenses and other current assets	(5,971		)	(5,180		)
Other assets	(5,746		)	(574		)
Accounts payable and accrued expenses	7,154			(9,406		)
Trade payable	(28		)	765
Other liabilities	(2,536		)	(3,822		)
Net cash provided by operating activities	33,185			20,978
Cash flows from investing activities:
Restricted cash	(1,810		)	1,641
Proceeds from sale of assets or stations	—			3,055
Capital expenditures	(4,161		)	(10,095		)
Net cash used in investing activities	(5,971		)	(5,399		)
Cash flows from financing activities:
Tax withholding payments on behalf of employees	—			(93		)
Proceeds from exercise of warrants	3			1
Net cash provided by (used in) financing activities	3			(92		)
Increase in cash and cash equivalents	27,217			15,487
Cash and cash equivalents at beginning of period	31,657			7,271
Cash and cash equivalents at end of period	$	58,874		$	22,758
Supplemental disclosures of cash flow information:
Interest paid	$	19,539		$	20,229
Income taxes paid (refunds)	983			(112		)
Supplemental disclosures of non-cash flow information:
Trade revenue	$	9,961		$	10,176
Trade expense	10,027			9,439
Equity interest in Pulser Media Inc.	—			435

See accompanying notes to the unaudited condensed consolidated financial statements.

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1. Description of Business, Interim Financial Data and Basis of Presentation:

Description of Business

Cumulus Media Inc. (and its consolidated subsidiaries, except as the context may otherwise require, “Cumulus,” “Cumulus Media,” “we,” “us,” “our,” or the “Company”) is a Delaware corporation, organized in 2002, and successor by merger to an Illinois corporation with the same name that had been organized in 1997.

Nature of Business

A leader in the radio broadcasting industry, Cumulus Media combines high-quality local programming with iconic, nationally syndicated media, sports and entertainment brands to deliver premium content choices to the 245 million people reached each week through its 454 owned-and-operated stations broadcasting in 90 U.S. media markets (including eight of the top ten), more than 8,200 broadcast radio stations affiliated with our WestwoodOne network and numerous digital channels. Together, the Cumulus/WestwoodOne platforms make Cumulus Media one of the few media companies that can provide advertisers with national reach and local impact. Cumulus/WestwoodOne is the exclusive radio broadcast partner to some of the largest brands in sports, entertainment, news, and talk, including the NFL, the NCAA, the Masters, the Olympics, the GRAMMYs, the Academy of Country Music Awards, the American Music Awards, the Billboard Music Awards, WestwoodOne News, and more. Additionally, it is the nation's leading provider of country music and lifestyle content through its NASH brand, which serves country fans nationwide through radio programming, exclusive digital content, and live events.

Interim Financial Data

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company and the notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The accompanying unaudited condensed consolidated financial statements include the condensed consolidated accounts of Cumulus and its wholly-owned subsidiaries, with all intercompany balances and transactions eliminated in consolidation. The December 31, 2015 condensed balance sheet data was derived from audited financial statements. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of our results of operations for, and financial condition as of the end of, the interim periods have been made. The results of operations and cash flows for the three months ended March 31, 2016 and the Company’s financial condition as of March 31, 2016, are not necessarily indicative of the results of operations or cash flows that can be expected for, or the Company’s financial condition that can be expected as of the end of, any other interim period or for the fiscal year ending December 31, 2016.

Reportable Segments

During the first quarter of 2016 the Company modified its management reporting framework affecting how the Company evaluates operating performance and internally reports financial information. This modification resulted in a reorganization of the Company's reportable segments. Prior to this reorganization, the Company operated in one reportable business segment which consisted of radio broadcasting, advertising and related services. The Company now operates in two reportable segments for which there is discrete financial information available and whose operating results are reviewed by the chief operating decision maker. Historical information included in these financial statements has been revised to reflect the change to two segments, with no impact to previously disclosed consolidated results (See Note 3, "Intangible Assets and Goodwill" and Note 12, "Segment Data").

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including significant estimates related to revenue recognition, bad debts, intangible assets, income taxes, stock-based compensation, contingencies, litigation, and, if applicable, purchase price allocation. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts and results may differ materially from these estimates.

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Assets Held for Sale

During the year ended December 31, 2015, the Company entered into an agreement to sell certain land to a third party. The closing of the transaction is subject to various conditions and approvals, which remain pending. During the year ended December 31, 2014, the Company entered into an agreement to sell certain land and buildings to a third party which the Company expects to close in the next nine months. The identified assets have been classified as held for sale in the condensed consolidated balance sheets at March 31, 2016 and December 31, 2015. The estimated fair value of the land and buildings to be disposed of in both sales are in excess of their carrying value.

Adoption of New Accounting Standards

ASU 2015-03. In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-03. The amendments in this ASU require that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of long-term debt, consistent with debt discounts or premiums. The new standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We adopted this standard retrospectively in the first quarter of 2016. The balance sheet as of December 31, 2015 was retrospectively adjusted, which resulted in reductions to other assets of $22.4 million and long-term debt of $22.4 million.

Recent Accounting Standards Updates

ASU 2014-09. In May 2014, the FASB issued ASU 2014-09. The amended guidance under this ASU outlines a single comprehensive revenue model for entities to use in accounting for revenue arising from contracts with customers. The guidance supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the single comprehensive revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” In August 2015, the FASB issued ASU 2015-14, which delayed the effective date of ASU 2014-09 by one year. Transition to the new guidance may be done using either a full or modified retrospective method. ASU 2014-09, as amended, is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently assessing the expected impact that this ASU, as amended, will have on the consolidated financial statements.

ASU 2014-15. In August 2014, the FASB issued ASU 2014-15. The amendments in this update provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The amendments in this ASU are effective for public and nonpublic entities for annual periods ending after December 15, 2016, and interim periods thereafter. Early adoption is permitted. The adoption of this guidance is not expected to have an impact on the consolidated financial statements.

ASU 2016-01. In January 2016, the FASB issued ASU 2016-01. The amendments in this ASU enhance the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure of financial instruments. This ASU will be effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. Early adoption is not permitted, except for certain amendments within the ASU. The Company is currently assessing the expected impact, if any, that this ASU will have on the consolidated financial statements.

ASU 2016-02. In February 2016, the FASB issued ASU 2016-02. The amendments in this ASU provide guidance for accounting for leases. This update requires lessees to recognize, on the balance sheet, assets and liabilities for the rights and obligations created by leases of greater than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This ASU will be effective for fiscal years beginning after December 15, 2018, and interim periods thereafter. A modified retrospective transition method is required, with the option to elect a package of practical expedients. Early adoption is permitted. The Company is currently assessing the expected impact that this ASU will have on the consolidated financial statements.

ASU 2016-09. In March 2016, the FASB issued ASU 2016-09. The amendments in this ASU provide guidance for employee share-based payment accounting. This update removes the requirement that reporting entities present tax benefits as

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excess cash flows from financing activities and cash flows from operating activities. As a result of this amendment, cash flows related to excess tax benefits will be classified in operating activities. This ASU will be effective for fiscal years beginning after December 15, 2016, and interim periods thereafter. Early adoption is permitted. The Company is currently assessing the expected impact, if any, that this ASU will have on the consolidated financial statements.

ASU 2016-08. In March 2016, the FASB issued ASU 2016-08. The amended guidance under this ASU for revenue models for contract with customers updates the effective dates, transition requirements and early adoption period. Early adoption is not permissible for this amendment until after December 2017 as new and or revised disclosures have not yet been released by the Securities and Exchange Commission. The Company is currently assessing the expected impact, if any, that this ASU will have on the consolidated financial statements.

2. Restricted Cash

As of March 31, 2016 and December 31, 2015, the Company’s balance sheet included approximately $9.8 million and $8.0 million, respectively, in restricted cash, of which $0.6 million at each date relates to securing the maximum exposure generated by automated clearinghouse transactions in the Company's operating bank accounts and as dictated by the Company's bank's internal policies with respect to cash. In addition, at March 31, 2016 and December 31, 2015, the Company held $8.2 million and $7.4 million, respectively, relating to collateralizing standby letters of credit pertaining to certain leases and insurance policies.

3. Intangible Assets and Goodwill

As described in Note 1, "Description of Business, Interim Financial Data and Basis of Presentation" and Note 12 "Segment Data", during the first quarter of 2016 the Company modified its management reporting framework. This modification resulted in a reorganization of the Company's reportable segments and reporting units. Prior to this reorganization, the Company had three reporting units for purposes of goodwill allocation. The Company's top 50 Nielsen Audio rated markets and WestwoodOne comprised one reporting unit ("Reporting Unit 1"), the second reporting unit consisted of all of the Company's other radio markets ("Reporting Unit 2") while the third reporting unit, in which there was no goodwill, consisted of all non-radio lines of business ("Reporting Unit 3"). After the modification, all of the Company's radio markets comprise one reporting unit ("Reporting Unit 1"), WestwoodOne comprises the second reporting unit ("Reporting Unit 2") and the third reporting unit ("Reporting Unit 3"), in which there is no goodwill, continues to consist of the Company's all non-radio lines of business. As part of the reorganization of reportable segments and reporting units, the Company allocated goodwill to the new reporting unit structure based upon a relative fair value approach. The Company determined that goodwill was not impaired before or immediately after the allocation.

The following table presents the changes in intangible assets, other than goodwill, on a consolidated basis during the period January 1, 2016 to March 31, 2016, and balances as of such dates (dollars in thousands):



	Indefinite-Lived		Definite-Lived			Total
Intangible Assets:
Balance as of January 1, 2016	$	1,578,066	$	174,530		$	1,752,596
Amortization	—		(15,126		)	(15,126		)
Balance as of March 31, 2016	$	1,578,066	$	159,404		$	1,737,470

The following tables present the changes in goodwill and accumulated impairment losses on a segment and consolidated basis during the period from January 1, 2016 to March 31, 2016 and balances as of such dates (dollars in thousands):

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Radio Station Group



Goodwill:	2016
Balance as of January 1:
Goodwill	$	1,278,526
Accumulated impairment losses	(710,386		)
Subtotal	568,140
Balance as of March 31:
Goodwill	1,278,526
Accumulated impairment losses	(710,386		)
Total	$	568,140

WestwoodOne



Goodwill:	2016
Balance as of January 1:
Goodwill	$	304,280
Accumulated impairment losses	(169,066		)
Subtotal	135,214
Balance as of March 31:
Goodwill	304,280
Accumulated impairment losses	(169,066		)
Total	$	135,214

Consolidated



Goodwill:	2016
Balance as of January 1:
Goodwill	$	1,582,806
Accumulated impairment losses	(879,452		)
Subtotal	703,354
Balance as of March 31:
Goodwill	1,582,806
Accumulated impairment losses	(879,452		)
Total	$	703,354

A significant portion of the Company's intangible assets are comprised of broadcast licenses and goodwill acquired through acquisitions. The Company performs its annual impairment testing of broadcast licenses and goodwill during the fourth quarter and on an interim basis if events or circumstances indicate that broadcast licenses or goodwill may be impaired. The Company performs this test at the reporting unit level. The calculation of the fair value of each reporting unit is prepared using an income approach and discounted cash flow methodology. If the carrying value exceeds the estimate of fair value, the Company calculates impairment as the excess of the carrying value of goodwill over its estimated fair value and charges the impairment to results of operations in the period in which the impairment occurred. The Company reviews the carrying value of its definite-lived intangible assets for recoverability whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. There were no triggering events as of March 31, 2016 to necessitate an interim impairment test as of such date, and the fair value of such assets exceeded their carrying value.

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4. Long-Term Debt

The Company’s long-term debt consisted of the following as of March 31, 2016 and December 31, 2015 (dollars in thousands):



	March 31, 2016			December 31, 2015
Term Loan:
Term loan	$	1,838,940		$	1,838,940
Less: unamortized term loan discount and debt issuance costs	(35,707		)	(37,524		)
Total Term Loan	1,803,233			1,801,416
7.75% senior notes	610,000			610,000
Less: unamortized debt issuance costs	(7,954		)	(8,515		)
Total 7.75% senior notes	602,046			601,485
Less: Current portion of long-term debt	—			—
Long-term debt, net	$	2,405,279		$	2,402,901

Amended and Restated Credit Agreement

On December 23, 2013, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”), among the Company, Cumulus Media Holdings Inc., a direct wholly-owned subsidiary of the Company (“Cumulus Holdings”), as borrower, and certain lenders and agents. The Credit Agreement consists of a $2.025 billion term loan (the “Term Loan”) maturing in December 2020 and a $200.0 million revolving credit facility (the “Revolving Credit Facility”) maturing in December 2018. Under the Revolving Credit Facility, up to $30.0 million of availability may be drawn in the form of letters of credit.

Term Loan borrowings and borrowings under the Revolving Credit Facility bear interest, at the option of Cumulus Holdings, based on the Base Rate (as defined below) or the London Interbank Offered Rate (“LIBOR”), in each case plus 3.25% on LIBOR-based borrowings and 2.25% on Base Rate-based borrowings. LIBOR-based borrowings are subject to a LIBOR floor of 1.0% under the Term Loan. Base Rate-based borrowings are subject to a Base Rate floor of 2.0% under the Term Loan. Base Rate is defined, for any day, as the fluctuating rate per annum equal to the highest of the (i) Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1.0%, (ii) prime commercial lending rate of JPMorgan Chase Bank, N.A., as established from time to time, and (iii) 30 day LIBOR plus 1.0%. Amounts outstanding under the Term Loan amortize at a rate of 1.0% per annum of the original principal amount of the Term Loan, payable quarterly, with the balance payable on the maturity date.

At March 31, 2016, the Term Loan bore interest at 4.25% per annum.

The representations, covenants and events of default in the Credit Agreement are customary for financing transactions of this nature. Events of default in the Credit Agreement include, among others: (a) the failure to pay when due the obligations owing thereunder; (b) the failure to comply with (and not timely remedy, if applicable) certain covenants; (c) certain defaults and accelerations under other indebtedness; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against the Company or any of its restricted subsidiaries; (f) the loss, revocation or suspension of, or any material impairment in the ability to use one or more of, any material FCC licenses; (g) any representation or warranty made, or report, certificate or financial statement delivered, to the lenders subsequently proven to have been incorrect in any material respect; and (h) the occurrence of a Change in Control (as defined in the Credit Agreement). Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the Credit Agreement and the ancillary loan documents as a secured party.

In the event amounts are outstanding under the Revolving Credit Facility or any letters of credit are outstanding that have not been collateralized by cash as of the end of each quarter, the Credit Agreement requires compliance with a consolidated first lien leverage ratio covenant. The required ratio at March 31, 2016 was 5.0 to 1, and the first lien net leverage ratio covenant periodically decreases until it reaches 4.0 to 1 on March 31, 2018. As the Company currently has no borrowings outstanding under the Revolving Credit Facility, the Company is not required to comply with such ratio. However, as of March 31, 2016, the Company's actual leverage ratio was in excess of that ratio. If the Company accessed borrowings under the Revolving Credit Facility, the Company would be required to comply with such ratio.

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Certain mandatory prepayments on the Term Loan are required upon the occurrence of specified events, including upon the incurrence of certain additional indebtedness, upon the sale of certain assets and upon the occurrence of certain condemnation or casualty events, and from excess cash flow.

The Company’s, Cumulus Holdings’ and their respective restricted subsidiaries’ obligations under the Credit Agreement are collateralized by a first priority lien on substantially all of the Company’s, Cumulus Holdings’ and their respective restricted subsidiaries’ assets (excluding the Company’s accounts receivable collateralizing the Company's revolving accounts receivable securitization facility (the “Securitization Facility”) with General Electric Capital Corporation (“GE”) as described below) in which a security interest may lawfully be granted, including, without limitation, intellectual property and substantially all of the capital stock of the Company’s direct and indirect domestic wholly-owned subsidiaries and 66% of the capital stock of any future first-tier foreign subsidiaries. In addition, Cumulus Holdings’ obligations under the Credit Agreement are guaranteed by the Company and substantially all of its restricted subsidiaries, other than Cumulus Holdings.

At March 31, 2016 and December 31, 2015, the Company had $1.839 billion outstanding under the Term Loan and no amounts outstanding under the Revolving Credit Facility.

7.75% Senior Notes

On May 13, 2011, the Company issued $610.0 million aggregate principal amount of its 7.75% Senior Notes due 2019 (the "7.75% Senior Notes"). Proceeds from the sale of the 7.75% Senior Notes were used to, among other things, repay the $575.8 million outstanding under the term loan facility under the Company's prior credit agreement.

On September 16, 2011, the Company and Cumulus Holdings entered into a supplemental indenture with the trustee under the indenture governing the 7.75% Senior Notes which provided for, among other things, the (i) assumption by Cumulus Holdings of all obligations of the Company; (ii) substitution of Cumulus Holdings for the Company as issuer; (iii) release of the Company from all obligations as original issuer; and (iv) Company’s guarantee of all of Cumulus Holdings’ obligations, in each case under the indenture and the 7.75% Senior Notes.

Interest on the 7.75% Senior Notes is payable on each May 1 and November 1 of each year. The 7.75% Senior Notes mature on May 1, 2019.

Cumulus Holdings, as issuer of the 7.75% Senior Notes, may redeem all or part of the 7.75% Senior Notes at any time at a price equal to 100% of the principal amount, plus a “make-whole” premium. If Cumulus Holdings sells certain assets or experiences specific kinds of changes in control, it will be required to make an offer to purchase the 7.75% Senior Notes.

The indenture governing the 7.75% Senior Notes contains representations, covenants and events of default customary for financing transactions of this nature. At March 31, 2016, the Company was in compliance with all required covenants under the indenture governing the 7.75% Senior Notes.

In connection with the substitution of Cumulus Holdings as the issuer of the 7.75% Senior Notes, the Company has guaranteed the 7.75% Senior Notes. In addition, each existing and future domestic restricted subsidiary that guarantees the Company’s indebtedness, Cumulus Holdings’ indebtedness or indebtedness of the Company’s subsidiary guarantors (other than the Company’s subsidiaries that hold the licenses for the Company’s radio stations) guarantees, and will guarantee, the 7.75% Senior Notes. The 7.75% Senior Notes are senior unsecured obligations of Cumulus Holdings and rank equally in right of payment to all existing and future senior unsecured debt of Cumulus Holdings and senior in right of payment to all future subordinated debt of Cumulus Holdings. The 7.75% Senior Notes guarantees are the Company’s and the other guarantors’ senior unsecured obligations and rank equally in right of payment to all of the Company’s and the other guarantors’ existing and future senior debt and senior in right of payment to all of the Company’s and the other guarantors’ future subordinated debt. The 7.75% Senior Notes and the guarantees are effectively subordinated to any of Cumulus Holdings’, the Company’s or the guarantors’ existing and future secured debt to the extent of the value of the assets securing such debt. In addition, the 7.75% Senior Notes and the guarantees are structurally subordinated to all indebtedness and other liabilities, including preferred stock, of the Company’s non-guarantor subsidiaries, including all of the liabilities of the Company’s and the guarantors’ foreign subsidiaries and the Company’s subsidiaries that hold the licenses for the Company’s radio stations.

Accounts Receivable Securitization Facility

On December 6, 2013, the Company entered into a 5-year, $50.0 million Securitization Facility with GE, as a lender, as swingline lender and as administrative agent (together with any other lenders party thereto from time to time, the “Lenders”).

In connection with the entry into the Securitization Facility, pursuant to a Receivables Sale and Servicing Agreement, dated as of December 6, 2013 (the “Sale Agreement”), certain subsidiaries of the Company (collectively, the “Originators”)

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may sell and/or contribute their existing and future accounts receivable (representing all of the Company’s accounts receivable) to a special purpose entity and wholly owned subsidiary of the Company (the “SPV”). The SPV may thereafter make borrowings from the Lenders, which borrowings will be secured by those receivables, pursuant to a Receivables Funding and Administration Agreement, dated as of December 6, 2013 (the “Funding Agreement”). Cumulus Holdings services the accounts receivable on behalf of the SPV.

Advances available under the Funding Agreement at any time are subject to a borrowing base determined based on advance rates relating to the value of the eligible receivables held by the SPV at that time. The Securitization Facility matures on December 6, 2018, subject to earlier termination at the election of the SPV. Advances bear interest based on either LIBOR plus 2.50% or the Index Rate (as defined in the Funding Agreement) plus 1.00%. The SPV is also required to pay a monthly fee based on any unused portion of the Securitization Facility. The Securitization Facility contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type.

At March 31, 2016 and December 31, 2015, there were no amounts outstanding under the Securitization Facility.

For the three months ended March 31, 2016, the Company recorded an aggregate of $2.4 million of amortization of debt discount and debt issuance costs related to its Term Loan, 7.75% Senior Notes, and Securitization Facility. For the three months ended March 31, 2015, the Company recorded an aggregate of $2.3 million of amortization of debt discount and debt issuance costs related to its Term Loan, 7.75% Senior Notes, and Securitization Facility.

5. Fair Value Measurements

The three levels of the fair value hierarchy to be applied to financial instruments when determining fair value are described below:

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access;

Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities; and

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table shows the gross amount and fair value of the Company’s Term Loan and 7.75% Senior Notes (dollars in thousands):



	March 31, 2016		December 31, 2015
Term Loan:
Carrying value	$	1,838,940	$	1,838,940
Fair value - Level 2	1,250,479		1,360,816
7.75% Senior Notes:
Carrying value	$	610,000	$	610,000
Fair value - Level 2	231,800		204,350

As of March 31, 2016, the Company used trading prices of 68.00% to calculate the level 2 fair value of the Term Loan and 38.00% to calculate the level 2 fair value of the 7.75% Senior Notes.

As of December 31, 2015, the Company used trading prices of 74.00% to calculate the level 2 fair value of the Term Loan and 33.50% to calculate the level 2 fair value of the 7.75% Senior Notes.

6. Stockholders’ Equity

The Company is authorized to issue an aggregate of 1,450,644,871 shares of stock divided into four classes consisting of: (i) 750,000,000 shares designated as Class A common stock, (ii) 600,000,000 shares designated as Class B common stock, (iii) 644,871 shares designated as Class C common stock and (iv) 100,000,000 shares of preferred stock, each with a par value of $0.01 per share.

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Common Stock

Except with regard to voting and conversion rights, shares of Class A, Class B and Class C common stock are identical in all respects. The preferences, qualifications, limitations, restrictions, and the special or relative rights in respect of the common stock and the various classes of common stock are as follows:

•

Voting Rights. The holders of shares of Class A common stock are entitled to one vote per share on any matter submitted to a vote of the stockholders of the Company, and the holders of shares of Class C common stock are entitled to ten votes for each share of Class C common stock held. Generally, the holders of shares of Class B common stock are not entitled to vote on any matter. However, holders of Class B common stock and Class C common stock are entitled to a separate class vote on any amendment or modification of any specific rights or obligations of the holders of Class B common stock or Class C common stock, respectively, that does not similarly affect the rights or obligations of the holders of Class A common stock. The holders of Class A common stock and of Class C common stock vote together, as a single class, on all matters submitted to a vote to the stockholders of the Company.

•

Conversion. Each holder of Class B common stock and Class C common stock is entitled to convert at any time all or any part of such holder’s shares into an equal number of shares of Class A common stock; provided, however, that to the extent that such conversion would result in the holder holding more than 4.99% of the Class A common stock following such conversion, the holder will first be required to deliver to the Company an ownership certification to enable the Company to (a) determine that such holder does not have an attributable interest in another entity that would cause the Company to violate applicable FCC rules and regulations and (b) obtain any necessary approvals from the FCC or the Department of Justice. During the year ended December 31, 2014, all of the approximately 15.4 million shares of outstanding Class B common stock were converted into shares of Class A common stock.

The holders of all classes of common stock are entitled to share ratably in any dividends that may be declared by the board of directors of the Company.

2009 Warrants

In June 2009, in connection with the execution of an amendment to the Company's then-existing credit agreement, the Company issued warrants to the lenders thereunder that allow them to acquire up to 1.3 million shares of Class A common stock at an exercise price of $1.17 per share (the “2009 Warrants”). The 2009 Warrants expire on June 29, 2019. The number of shares of Class A common stock issuable upon exercise of the 2009 Warrants is subject to adjustment in certain circumstances, including upon the payment of a dividend in shares of Class A common stock. None of such warrants were converted during the three months ended March 31, 2016 and, as of such date, 0.3 million 2009 Warrants remained outstanding.

Company Warrants

As a component of the Company's September 16, 2011 acquisition of Citadel Broadcasting Corporation (the "Citadel Merger") and the related financing transactions, the Company issued warrants to purchase an aggregate of 71.7 million shares of Class A common stock (the "Company Warrants") under a warrant agreement dated September 16, 2011 (the "Warrant Agreement"). The Company Warrants are exercisable at any time prior to June 3, 2030 at an exercise price of $0.01 per share. The exercise price of the Company Warrants is not subject to any anti-dilution protection, other than standard adjustments in the case of stock splits, dividends and the like. Pursuant to the terms and conditions of the Warrant Agreement, upon the request of a holder, the Company has the discretion to issue, upon exercise of the Company Warrants, shares of Class B common stock in lieu of an equal number of shares of Class A common stock and, upon request of a holder and at the Company’s discretion, the Company has the right to exchange such warrants to purchase an equivalent number of shares of Class B common stock for outstanding warrants to purchase shares of Class A common stock.

Conversion of the Company Warrants is subject to compliance with applicable FCC regulations, and the Company Warrants are exercisable provided that ownership of the Company’s securities by the holder does not cause the Company to violate applicable FCC rules and regulations relating to foreign ownership of broadcasting licenses.

Holders of Company Warrants are entitled to participate ratably in any distributions on the Company’s common stock on an as-exercised basis. No distribution will be made to holders of Company Warrants or common stock if (i) an FCC ruling, regulation or policy prohibits such distribution to holders of Company Warrants or (ii) the Company’s FCC counsel opines that such distribution is reasonably likely to cause (a) the Company to violate any applicable FCC rules or regulations or (b) any holder of Company Warrants to be deemed to hold an attributable interest in the Company.

During the three months ended March 31, 2016, approximately 0.3 million Company Warrants were converted into shares of Class A common stock. At March 31, 2016, approximately 0.6 million Company Warrants remained outstanding.

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Crestview Warrants

Also on September 16, 2011, but pursuant to a separate warrant agreement, the Company issued warrants to purchase 7.8 million shares of Class A common stock with an exercise price, as adjusted to date, of $4.34 per share (the "Crestview Warrants"). The Crestview Warrants are exercisable until September 16, 2021, and the per share exercise price is subject to standard weighted average adjustments in the event that the Company issues additional shares of common stock or common stock derivatives for less than the fair market value per share, as defined in the Crestview Warrants, as of the date of such issuance. In addition, the number of shares of Class A common stock issuable upon exercise of the Crestview Warrants, and the exercise price of the Crestview Warrants, are subject to adjustment in the case of stock splits, dividends and the like. As of March 31, 2016, all 7.8 million Crestview Warrants remained outstanding.

7. Stock-Based Compensation Expense

The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options issued. The determination of the fair value of stock options on the date of grant is affected by the Company’s stock price, historical stock price volatility over the expected term of the awards, risk-free interest rates and expected dividends. With respect to restricted stock awards, the Company recognizes compensation expense over the vesting period equal to the grant date fair value of the shares awarded. To the extent non-vested restricted stock awards include performance or market conditions management examines the requisite service period to recognize the cost associated with the award on a case-by-case basis. There were no changes to the Black-Scholes calculations or assumptions during the year.

During the three months ended March 31, 2016, the Company granted 400,000 stock options with an aggregate grant date fair value of $0.1 million. During the three months ended March 31, 2015, the Company granted 250,000 stock options with an aggregate grant date fair value of $0.6 million. The options granted in both periods range in exercise price from $0.31 to $4.01 per share, and provide for vesting on each of the first four anniversaries of the date of grant, with 30% of the award vesting on each of the first two anniversaries thereof, and 20% of the award vesting on each of the next two anniversaries thereof.

For the three months ended March 31, 2016 and 2015, the Company recognized approximately $0.9 million and $3.9 million, respectively, in stock-based compensation expense related to equity awards.

As of March 31, 2016, unrecognized stock-based compensation expense of approximately $5.1 million related to equity awards is expected to be recognized over a weighted average remaining life of 2.28 years. Unrecognized stock-based compensation expense for equity awards will be adjusted for future changes in estimated forfeitures.

There were no stock options exercised during the three months ended March 31, 2016 or March 31, 2015.

8. Loss Per Share

For all periods presented, the Company has disclosed basic and diluted (loss) earnings per common share utilizing the two-class method. Basic (loss) earnings per common share is calculated by dividing net (loss) income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. In accordance with the terms of the Company's certificate of incorporation, the Company allocates undistributed net (loss) income after any allocation for preferred stock dividends between each class of common stock on an equal basis.

Non-vested restricted shares of Class A common stock and the Company Warrants are considered participating securities for purposes of calculating basic weighted average common shares outstanding in periods in which the Company records net income. Diluted (loss) earnings per share is computed in the same manner as basic (loss) earnings per share after assuming issuance of common stock for all potentially dilutive equivalent shares, which includes stock options and certain other warrants to purchase common stock. Antidilutive instruments are not considered in this calculation. Under the two-class method, net income is allocated to common stock and participating securities to the extent that each security may share in earnings, as if all of the (loss) earnings for the period had been distributed. (Loss) earnings are allocated to each participating security and common shares equally. The following table sets forth the computation of basic and diluted (loss) earnings per common share for the three months ended March 31, 2016 and 2015 (amounts in thousands, except per share data):

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	Three Months Ended March 31,
	2016			2015
Basic Loss Per Share
Numerator:
Undistributed net loss from continuing operations	$	(14,429	)	$	(12,015	)
Less:
Participation rights of the Company Warrants in undistributed earnings	—			—
Participation rights of unvested restricted stock in undistributed earnings	—			—
Basic undistributed net loss attributable to common shares	$	(14,429	)	$	(12,015	)
Denominator:
Basic weighted average shares outstanding	234,050			233,125
Basic undistributed net loss per share attributable to common shares	$	(0.06	)	$	(0.05	)
Diluted Loss Per Share:
Numerator:
Undistributed net loss from continuing operations	$	(14,429	)	$	(12,015	)
Less:
Participation rights of the Company Warrants in undistributed net earnings	—			—
Participation rights of unvested restricted stock in undistributed earnings	—			—
Basic undistributed net loss attributable to common shares	$	(14,429	)	$	(12,015	)
Denominator:
Basic weighted average shares outstanding	234,050			233,125
Effect of dilutive stock options and warrants	—			—
Diluted weighted average shares outstanding	234,050			233,125
Diluted undistributed net loss per share attributable to common shares	$	(0.06	)	$	(0.05	)

9. Income Taxes

For the three months ended March 31, 2016, the Company recorded an income tax benefit of $9.1 million on a pre-tax loss of $23.6 million, resulting in an effective tax rate for the three months ended March 31, 2016 of approximately 38.8%. For the three months ended March 31, 2015, the Company recorded an income tax benefit of $10.4 million on a pre-tax loss of $22.4 million, resulting in an effective tax rate for the three months ended March 31, 2015 of approximately 46.4%.

The difference between the effective tax rate and the federal statutory rate of 35.0% for the three months ended March 31, 2016 primarily relates to state and local income taxes and the tax effect of certain statutory non deductible items.

The difference between the effective tax rate and the federal statutory rate of 35.0% for the three months ended March 31, 2015 primarily relates to state and local income taxes, an increase in the valuation allowance with respect to state net operating losses and the tax effect of certain statutory non deductible items.

The Company continually reviews the adequacy of the valuation allowance and recognizes the benefits of deferred tax assets only as the reassessment indicates that it is more likely than not that the deferred tax assets will be recognized in accordance with ASC Topic 740, Income Taxes ("ASC 740"). As of March 31, 2016, the Company continues to maintain a valuation allowance on certain state net operating loss carryforwards for which the Company does not believe they will be able to meet the more likely than not recognition standard for recovery. The valuation of deferred tax assets requires judgment in assessing the likely future tax consequences of events that have been recognized in the Company's financial statements or tax returns as well as future profitability.

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10. Commitments and Contingencies

Future Commitments

The radio broadcast industry’s principal ratings service is Nielsen Audio, which publishes surveys for domestic radio markets. Certain of the Company’s subsidiaries have agreements with Nielsen Audio under which they receive programming ratings materials in a majority of their respective markets. The remaining aggregate obligation under the agreements with Nielsen Audio is approximately $83.4 million and is expected to be paid in accordance with the agreements through December 2017.

The Company engages Katz as its national advertising sales agent. The national advertising agency contract with Katz contains termination provisions that, if exercised by the Company during the term of the contract, would obligate the Company to pay a termination fee to Katz, calculated based upon a formula set forth in the contract.

The Company is committed under various contractual agreements to pay for broadcast rights that include news services and to pay for executives, talent, research, weather and other services.

The Company from time to time enters into radio network contractual obligations to guarantee a minimum amount of revenue share to contractual counterparties on certain programming in future years. Generally, these guarantees are subject to decreases dependent on clearance targets achieved. As of March 31, 2016, the Company believes that it will meet such minimum obligations.

On January 2, 2014 (the "Commencement Date”), Merlin Media, LLC (“Merlin”) and the Company entered into an LMA. Under this LMA, the Company is responsible for operating two FM radio stations in Chicago, Illinois, for monthly fees payable to Merlin of approximately $0.4 million, $0.5 million and $0.6 million in the second, third and fourth years following the Commencement Date, respectively, in exchange for the Company retaining the operating profits from these radio stations.

In connection therewith, the Company and Merlin also entered into an agreement pursuant to which the Company has the right to purchase these two FM radio stations until October 4, 2017 for an amount in cash equal to the greater of (i) $70.0 million minus the aggregate amount of monthly fees paid by the Company on or prior to the earlier of the closing date or the date that is four years after the Commencement Date; or (ii) $50.0 million, and Merlin has the right to require the Company to purchase these two FM radio stations at any time during a ten-day period commencing October 4, 2017 for $71.0 million, minus the aggregate amount of monthly fees paid by the Company on or prior to the earlier of the closing date and January 2, 2018.

The Company determined through its review of the requirements of ASC Topic 810, Consolidation ("ASC 810") that the Company is not the primary beneficiary of the LMA with Merlin, and, therefore consolidation of the stations is not required.

On April 1, 2014, the Company initiated an exit plan for a lease due to a restructuring in connection with the acquisition of WestwoodOne (the "Exit Plan"), which includes charges related to terminated contract costs. In connection with the Exit Plan, the Company recorded restructuring costs of $5.2 million for the year ended December 31, 2014, which costs are included in corporate expenses in the consolidated statement of operations. As of March 31, 2016, liabilities related to the Exit Plan of $0.5 million were included in accounts payable and accrued expenses and are expected to be paid within one year, and $3.8 million of non-current liabilities are included in other liabilities in the condensed consolidated balance sheet. We anticipate no additional future charges for the Exit Plan other than true-ups to closed facilities lease charges and accretion expense.

On April 25, 2014, the Company entered into an LMA with Universal Media Access, LLC “(Universal”) pursuant to which the Company was originally responsible for operating one FM radio station serving San Jose and San Francisco, California for a fixed fee to Universal of approximately $1.4 million each year for two years in exchange for the Company retaining the operating profits from this radio station.

In connection therewith, the Company and Universal also entered into an agreement (the "Put and Call Agreement") pursuant to which each the Company and Universal had certain rights to require the other party to sell or buy the radio station, as applicable. Effective February 29, 2016, the Company and Universal terminated the LMA and the Put and Call Agreement and the Company paid a net termination fee of $2.5 million to Universal.

In connection with the departure from the Company of two executives, the Company recorded restructuring costs of $10.2 million for year ended December 31, 2015 which were included in corporate expenses in the condensed consolidated statements of operations for such period. As of March 31, 2016, related liabilities of $7.3 million were included in accounts payable and accrued expenses in the condensed consolidated balance sheet and are expected to be paid within one year.

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The Company may be required to pay additional cash consideration in connection with the WFME Asset Exchange in New York and the Wise Brothers Acquisition. In addition, as a component of the Country Weekly Acquisition, the Company entered into an agreement with one of the sellers to collaborate on the production, publication and distribution of Country Weekly for a fee of $1.0 million for a period of 6 years from date of the Country Weekly Acquisition.

Legal Proceedings

In March 2011, the Company and certain of our subsidiaries were named as defendants along with other radio companies, including Beasley Broadcast Group, Inc., CBS Radio, Inc., Entercom Communications, Greater Media, Inc. and Townsquare Media, LLC in a patent infringement suit. The case, Mission Abstract Data L.L.C., d/b/a Digimedia v. Beasley Broadcast Group, Inc., et. al., Civil Action Case No: 1:99-mc-09999, U.S. District Court for the District of Delaware (filed March 1, 2011), alleges that the defendants are infringing or have infringed on plaintiff’s patents entitled “Selection and Retrieval of Music from a Digital Database.” Plaintiff is seeking injunctive relief and unspecified damages. This case has been stayed, and is awaiting further action by the court.

In August 2015, we were named as a defendant in two separate putative class action lawsuits relating to our use and public performance of certain sound recordings fixed prior to February 15, 1972 (the "Pre-1972 Recordings"). The first suit, ABS Entertainment, Inc., et. al. v, Cumulus Media Inc., was filed in the United States District Court for the Central District of California and alleges, among other things, violation of California rights of publicity, common law conversion, misappropriation and unfair business practices. On December 11, 2015, this suit was dismissed without prejudice. The second suit, ABS Entertainment, Inc., v. Cumulus Media Inc., was filed in the United States District Court for the Southern District of New York and alleges, among other things, common law copyright infringement and unfair competition. The New York lawsuit has been stayed pending an appeal before the Second Circuit involving unrelated third-parties over whether the owner of a Pre-1972 Recording holds an exclusive right to publicly perform that recording under New York common law.

The pending suit seeks unspecified damages. The Company is evaluating the suit, and intends to defend itself vigorously. The Company is not yet able to determine what effect the lawsuit will have, if any, on its financial position, results of operations or cash flows.

In the first quarter of 2016, CBS Radio Inc. ("CBS") filed a demand for arbitration against certain of our subsidiaries. This action alleges that certain of our subsidiaries breached the terms of one or more contracts with CBS relating to sports network radio programming and content. The demand seeks cash damages, interest and injunctive relief. Arbitration is currently scheduled to be held in the fourth quarter of 2016. We intend to defend ourselves vigorously against this claim, and are not yet able to determine what effect, if any, the result of this arbitration will have on our financial position, results of operations or cash flows.

The Company currently is, and expects that from time to time in the future will be, party to, or a defendant in, various other claims or lawsuits that are generally incidental to its business. The Company expects that it will vigorously contest any such claims or lawsuits and believes that the ultimate resolution of any known claim or lawsuit will not have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows.

11. Supplemental Condensed Consolidating Financial Information

At March 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) unaudited condensed consolidated statements of operations for the three months ended March 31, 2016 and 2015, (ii) unaudited condensed consolidated balance sheets as of March 31, 2016 and December 31, 2015, and (iii) unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2016 and 2015, 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.

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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 & 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	)

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CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2015

(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	$	—		$	125		$	270,954		$	—		$	—	$	271,079
Operating expenses:
Content costs	—			—			100,807			—			—		100,807
Selling, general & administrative expenses	—			—			115,776			531			—		116,307
Depreciation and amortization	—			260			25,051			—			—		25,311
LMA fees	—			—			2,498			—			—		2,498
Corporate expenses (including stock-based compensation expense of $3,863)	—			13,462			—			—			—		13,462
Loss on sale of assets or stations	—			—			819			—			—		819
Total operating expenses	—			13,722			244,951			531			—		259,204
Operating (loss) income	—			(13,597		)	26,003			(531		)	—		11,875
Non-operating (expense) income:
Interest expense	(2,184		)	(32,753		)	—			(47		)	—		(34,984		)
Interest income	—			—			358			—			—		358
Other income, net	—			—			379			—			—		379
Total non-operating (expense) income, net	(2,184		)	(32,753		)	737			(47		)	—		(34,247		)
(Loss) income before income taxes	(2,184		)	(46,350		)	26,740			(578		)	—		(22,372		)
Income tax benefit (expense)	867			28,242			(10,617		)	(8,135		)	—		10,357
(Loss) income from continuing operations	(1,317		)	(18,108		)	16,123			(8,713		)	—		(12,015		)
(Loss) earnings from consolidated subsidiaries	(10,698		)	7,410			(8,713		)	—			12,001		—
Net (loss) income	$	(12,015	)	$	(10,698	)	$	7,410		$	(8,713	)	$	12,001	$	(12,015	)

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CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

March 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	$	—		$	58,874		$	—		$	—		$	—		$	58,874
Restricted cash	—			9,791			—			—			—			9,791
Accounts receivable, less allowance for doubtful accounts of $4,709	—			—			—			206,188			—			206,188
Trade receivable	—			—			3,911			—			—			3,911
Asset held for sale	—			—			45,157			—			—			45,157
Prepaid expenses and other current assets	—			6,385			26,492			—			—			32,877
Total current assets	—			75,050			75,560			206,188			—			356,798
Property and equipment, net	—			3,460			162,162			—			—			165,622
Broadcast licenses	—			—			—			1,578,066			—			1,578,066
Other intangible assets, net	—			—			159,404			—			—			159,404
Goodwill	—			—			703,354			—			—			703,354
Investment in consolidated subsidiaries	99,180			3,801,788			1,052,498			—			(4,953,466		)	—
Intercompany receivables, net	—			97,202			1,659,696			—			(1,756,898		)	—
Other assets	—			26,406			115,339			506			(118,823		)	23,428
Total assets	$	99,180		$	4,003,906		$	3,928,013		$	1,784,760		$	(6,829,187	)	$	2,986,672
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses	$	—		$	41,976		$	83,574		$	—		$	—		$	125,550
Trade payable	—			—			4,346			—			—			4,346
Total current liabilities	—			41,976			87,920			—			—			129,896
Long-term debt, excluding 7.75% Senior Notes	—			1,803,233			—			—			—			1,803,233
7.75% Senior Notes	—			602,046			—			—			—			602,046
Other liabilities	—			3,963			38,305			—			—			42,268
Intercompany payables, net	96,696			1,453,508			—			206,694			(1,756,898		)	—
Deferred income taxes	—			—			—			525,568			(118,823		)	406,745
Total liabilities	96,696			3,904,726			126,225			732,262			(1,875,721		)	2,984,188
Stockholders’ equity (deficit):
Class A common stock, par value $0.01 per share; 750,000,000 shares authorized; 256,248,431 shares issued and 233,798,935 shares outstanding	2,561			—			—			—			—			2,561
Class C common stock, par value $0.01 per share; 644,871 shares authorized, issued and outstanding	6			—			—			—			—			6
Treasury stock, at cost, 22,449,496 shares	(229,310		)	—			—			—			—			(229,310		)
Additional paid-in-capital	1,620,500			270,399			4,222,277			2,029,392			(6,522,068		)	1,620,500
Accumulated (deficit) equity	(1,391,273		)	(171,219		)	(420,489		)	(976,894		)	1,568,602			(1,391,273		)
Total stockholders’ equity (deficit)	2,484			99,180			3,801,788			1,052,498			(4,953,466		)	2,484
Total liabilities and stockholders’ equity (deficit)	$	99,180		$	4,003,906		$	3,928,013		$	1,784,760		$	(6,829,187	)	$	2,986,672

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CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, 2015

(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	$	—		$	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, net	—			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
Long-term debt, excluding 7.75% Senior Notes	—			1,801,416			—			—			—			1,801,416
7.75% Senior Notes	—			601,485			—			—			—			601,485
Other liabilities	—			3,963			40,841			—			—			44,804
Intercompany payables, net	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; 750,000,000 shares authorized; 255,902,892 shares issued and 233,456,945 shares outstanding	2,558			—			—			—			—			2,558
Class C common stock, par value $0.01 per share; 644,871 shares authorized, issued and outstanding	6			—			—			—			—			6
Treasury stock, at cost, 22,445,947 shares	(229,310		)	—			—			—			—			(229,310		)
Additional paid-in-capital	1,619,622			268,673			4,219,060			2,032,686			(6,520,419		)	1,619,622
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

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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/discounts	—			2,427			—			—			—			2,427
Provision for doubtful accounts	—			—			150			—			—			150
Loss on sale of assets or stations	—			—			—			—			—			—
Deferred income taxes	(845		)	(18,198		)	10,134			(227		)	—			(9,136		)
Stock-based compensation expense	—			878			—			—			—			878
Loss (earnings) 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

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CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2015

(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	$	(12,015	)	$	(10,698	)	$	7,410		$	(8,713	)	$	12,001		$	(12,015	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	—			260			25,051			—			—			25,311
Amortization of debt issuance costs/discount	—			2,295			—			47			—			2,342
Provision for doubtful accounts	—			—			596			—			—			596
Loss on sale of assets or stations	—			—			819			—			—			819
Deferred income taxes	(867		)	(27,846		)	10,617			8,135			—			(9,961		)
Stock-based compensation expense	—			3,863			—			—			—			3,863
Loss (earnings) from consolidated subsidiaries	10,698			(7,410		)	8,713			—			(12,001		)	—
Changes in assets and liabilities	—			100,389			(90,897		)	531			—			10,023
Net cash (used in) provided by operating activities	(2,184		)	60,853			(37,691		)	—			—			20,978
Cash flows from investing activities:
Proceeds from sale of assets or stations	—			—			3,055			—			—			3,055
Restricted cash	—			1,641			—			—			—			1,641
Capital expenditures	—			(423		)	(9,672		)	—			—			(10,095		)
Net cash provided by (used in) investing activities	—			1,218			(6,617		)	—			—			(5,399		)
Cash flows from financing activities:
Intercompany transactions, net	2,183			(46,488		)	44,305			—			—			—
Tax withholding payments on behalf of employees	—			(93		)	—			—			—			(93		)
Proceeds from exercise of warrants	1			—			—			—			—			1
Net cash provided by (used in) financing activities	2,184			(46,581		)	44,305			—			—			(92		)
Increase (decrease) in cash and cash equivalents	—			15,490			(3		)	—			—			15,487
Cash and cash equivalents at beginning of period	—			7,268			3			—			—			7,271
Cash and cash equivalents at end of period	$	—		$	22,758		$	—		$	—		$	—		$	22,758

Table of Contents

12. Segment Data

During the first quarter of 2016 the Company modified its management reporting framework, affecting how the Company evaluates operating performance and internally reports financial information. This modification resulted in a reorganization of its reportable segments. Prior to this reorganization, the Company operated in one reportable business segment which consisted of radio broadcasting, advertising and related services. The Company now operates two reportable segments for which there is discrete financial information available and whose operating results are reviewed by the chief operating decision maker. Radio station group revenue is derived primarily from the sale of broadcasting time to local, regional and national advertisers. WestwoodOne revenue is generated primarily through network advertising.

Corporate includes support for each of the Company’s reportable segments, including information technology, human resources, legal, finance and administrative functions, as well as overall executive, administrative and support functions.

Historical information has been revised to reflect the change in segments, with no impact on consolidated results.

The Company presents segment adjusted EBITDA ("Adjusted EBITDA") as the financial metric utilized by management the Company to analyze the cash flow generated by the Company’s reportable segments. This measure isolates the amount of income generated by our core operations after the incurrence of corporate, general and administrative expenses. Management also uses this measure to determine the contribution of our core operations, including the corporate resources employed to manage the operations, to the funding of our other operating expenses and to the funding of debt service. In addition, Adjusted EBITDA is a key metric for purposes of calculating and determining our compliance with certain covenants contained in the Credit Agreement. In deriving this measure, the Company excludes depreciation, amortization, and stock-based compensation expense, as these do not represent cash payments for activities directly related to our core operations. The Company excludes any gain or loss on the exchange or sale of any assets as it does not represent a cash transaction. The Company also excludes any gain or loss on derivative instruments as it does not represent a cash transaction nor are they associated with core operations. Expenses relating to acquisitions and restructuring costs are also excluded from the calculation of Adjusted EBITDA as they are not directly related to our core operations. The Company excludes any costs associated with impairment of assets as they do not require a cash outlay. The Company believes that Adjusted EBITDA, although not a measure that is calculated in accordance with GAAP, nevertheless is commonly employed by the investment community as a measure for determining the market value of a media company. The Company has also observed that Adjusted EBITDA is routinely employed to evaluate and negotiate the potential purchase price for media companies and is a key metric for purposes of calculating and determining compliance with certain covenants in our credit facility. Given the relevance to the Company’s overall value, the Company believes that investors consider the metric to be extremely useful. Adjusted EBITDA should not be considered in isolation or as a substitute for net income, operating income, cash flows from operating activities or any other measure for determining the Company’s operating performance or liquidity that is calculated in accordance with GAAP. In addition, Adjusted EBITDA may be defined or calculated differently by other companies, and comparability may be limited.

The Company is undergoing transition in its business and will continue to evaluate its reporting structure on an ongoing periodic basis. Any future changes will be retrospectively recasted in accordance with GAAP.

The Company’s financial data by segment is presented in the tables below:

Three Months Ended March 31, 2016

Radio Station Group

WestwoodOne