| Supplemental Condensed Consolidating Financial Information |
Supplemental Condensed Consolidating Financial Information At December 31, 2015, 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) condensed consolidating statements of operations for the years ended December 31, 2015, 2014 and 2013, (ii) condensed consolidating balance sheets as of December 31, 2015 and 2014, and (iii) condensed consolidating statements of cash flows for the years ended December 31, 2015, 2014, and 2013 of each of the Parent Guarantor, Cumulus Holdings, the Subsidiary Guarantors, and the Subsidiary Non-guarantors. These results have been adjusted for discontinued operations (see Note 3, "Discontinued Operations"). 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. Reclassifications Certain account balances in 2013 have been reclassified to conform to classifications currently in use. In the accompanying condensed consolidating statements of operations the Company separately presents content costs and selling, general & administrative expenses as operating expense categories. In certain of the Company's historical disclosures, those line items were presented on a combined basis within the direct operating expenses line item in the statement of operations. Content costs consist of all costs related to the licensing, acquisition and development of the Company's programming. Selling, general & administrative expenses consist of expenses related to the distribution and monetization of the Company's content across its platform and overhead expenses. There were no other costs included in selling, general & administrative expenses in 2015, 2014 or 2013.
CUMULUS MEDIA INC. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS 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 on intangible assets and goodwill | — |
| | — |
| | 565,584 |
| | — |
| | — |
| | 565,584 |
| Impairment charges - equity interest in 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. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2014 (Dollars in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | Cumulus Media Inc. (Parent Guarantor) | | Cumulus Media Holdings Inc. (Subsidiary Issuer) | | Subsidiary Guarantors | | Subsidiary Non- guarantors | | Eliminations | | Total Consolidated | Net revenue | $ | — |
| | $ | 479 |
| | $ | 1,262,944 |
| | $ | — |
| | $ | — |
| | $ | 1,263,423 |
| Operating expenses: | | | | | | | | | | | | Content costs | — |
| | — |
| | 433,596 |
| | — |
| | — |
| | 433,596 |
| Selling, general & administrative expenses | — |
| | — |
| | 468,349 |
| | 2,092 |
| | — |
| | 470,441 |
| Depreciation and amortization | — |
| | 1,619 |
| | 113,656 |
| | — |
| | — |
| | 115,275 |
| LMA fees | — |
| | — |
| | 7,195 |
| | — |
| | — |
| | 7,195 |
| Corporate expenses (including stock-based compensation expense of $17,638) | — |
| | 76,428 |
| | — |
| | — |
| | — |
| | 76,428 |
| Gain on sale of assets or stations | — |
| | — |
| | (1,342 | ) | | — |
| | — |
| | (1,342 | ) | Total operating expenses | — |
| | 78,047 |
| | 1,021,454 |
| | 2,092 |
| | — |
| | 1,101,593 |
| Operating (loss) income | — |
| | (77,568 | ) | | 241,490 |
| | (2,092 | ) | | — |
| | 161,830 |
| Non-operating (expense) income: | | | | | | | | | | | | Interest (expense) income, net | (9,349 | ) | | (135,920 | ) | | 1,388 |
| | (264 | ) | | — |
| | (144,145 | ) | Other income | — |
| | — |
| | 4,338 |
| | — |
| | — |
| | 4,338 |
| Total non-operating (expense) income, net | (9,349 | ) | | (135,920 | ) | | 5,726 |
| | (264 | ) | | — |
| | (139,807 | ) | (Loss) income from continuing operations before income taxes | (9,349 | ) | | (213,488 | ) | | 247,216 |
| | (2,356 | ) | | — |
| | 22,023 |
| Income tax benefit (expense) | 3,739 |
| | 81,993 |
| | (96,928 | ) | | 942 |
| | — |
| | (10,254 | ) | (Loss) income from continuing operations | (5,610 | ) | | (131,495 | ) | | 150,288 |
| | (1,414 | ) | | — |
| | 11,769 |
| Earnings (loss) from consolidated subsidiaries | 17,379 |
| | 148,874 |
| | (1,414 | ) | | — |
| | (164,839 | ) | | — |
| Net income (loss) | $ | 11,769 |
| | $ | 17,379 |
| | $ | 148,874 |
| | $ | (1,414 | ) | | $ | (164,839 | ) | | $ | 11,769 |
|
CUMULUS MEDIA INC. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2013 (Dollars in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | Cumulus Media Inc. (Parent Guarantor) | | Cumulus Media Holdings Inc. (Subsidiary Issuer) | | Subsidiary Guarantors | | Subsidiary Non-guarantors | | Eliminations | | Total Consolidated | Net revenue | $ | — |
| | $ | 1,063 |
| | $ | 1,025,075 |
| | $ | — |
| | $ | — |
| | $ | 1,026,138 |
| Operating expenses: | | | | | | | | | | | | Content costs | — |
| | — |
| | 264,871 |
| | — |
| | — |
| | 264,871 |
| Selling, general & administrative expenses | — |
| | — |
| | 401,122 |
| | 2,259 |
| | — |
| | 403,381 |
| Depreciation and amortization | — |
| | 1,913 |
| | 110,598 |
| | — |
| | — |
| | 112,511 |
| LMA fees | — |
| | — |
| | 3,716 |
| | — |
| | — |
| | 3,716 |
| Corporate expenses (including stock-based compensation expense of $10,804) | — |
| | 59,830 |
| | — |
| | — |
| | — |
| | 59,830 |
| Gain on sale of assets or stations | — |
| | — |
| | (3,685 | ) | | — |
| | — |
| | (3,685 | ) | Gain on derivative instrument | — |
| | — |
| | (1,852 | ) | | — |
| | — |
| | (1,852 | ) | Total operating expenses | — |
| | 61,743 |
| | 774,770 |
| | 2,259 |
| | — |
| | 838,772 |
| Operating (loss) income | — |
| | (60,680 | ) | | 250,305 |
| | (2,259 | ) | | — |
| | 187,366 |
| Non-operating (expense) income: | | | | | | | | | | | | Interest (expense) income, net | (11,765 | ) | | (165,156 | ) | | 4 |
| | (64 | ) | | — |
| | (176,981 | ) | Loss on early extinguishment of debt | — |
| | (34,934 | ) | | — |
| | — |
| | — |
| | (34,934 | ) | Other expense, net | — |
| | — |
| | (302 | ) | | — |
| | — |
| | (302 | ) | Total non-operating expense, net | (11,765 | ) | | (200,090 | ) | | (298 | ) | | (64 | ) | | — |
| | (212,217 | ) | (Loss) income from continuing operations before income taxes | (11,765 | ) | | (260,770 | ) | | 250,007 |
| | (2,323 | ) | | — |
| | (24,851 | ) | Income tax benefit (expense) | 4,706 |
| | 104,308 |
| | (41,479 | ) | | 929 |
| | — |
| | 68,464 |
| (Loss) income from continuing operations | (7,059 | ) | | (156,462 | ) | | 208,528 |
| | (1,394 | ) | | — |
| | 43,613 |
| Income from discontinued operations, net of taxes | — |
| | — |
| | 132,470 |
| | — |
| | — |
| | 132,470 |
| Earnings (loss) from consolidated subsidiaries | 183,142 |
| | 339,604 |
| | (1,394 | ) | | — |
| | (521,352 | ) | | — |
| Net income (loss) | $ | 176,083 |
| | $ | 183,142 |
| | $ | 339,604 |
| | $ | (1,394 | ) | | $ | (521,352 | ) | | $ | 176,083 |
|
CUMULUS MEDIA INC. CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2015 (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 | $ | — |
| | $ | 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 |
| Assets 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 |
| | 3,806,950 |
| | 1,056,150 |
| | — |
| | (4,973,650 | ) | | — |
| Intercompany receivables | — |
| | 95,072 |
| | 1,650,829 |
| | — |
| | (1,745,901 | ) | | — |
| Other assets | — |
| | 27,491 |
| | 118,115 |
| | 554 |
| | (106,035 | ) | | 40,125 |
| Total assets | $ | 110,550 |
| | $ | 3,979,211 |
| | $ | 3,938,564 |
| | $ | 1,822,048 |
| | $ | (6,825,586 | ) | | $ | 3,024,787 |
| 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 | — |
| | 1,815,300 |
| | — |
| | — |
| | — |
| | 1,815,300 |
| 7.75% senior notes | — |
| | 610,000 |
| | — |
| | — |
| | — |
| | 610,000 |
| Other liabilities | — |
| | 3,963 |
| | 40,841 |
| | — |
| | — |
| | 44,804 |
| Intercompany payables | 94,518 |
| | 1,407,401 |
| | — |
| | 243,982 |
| | (1,745,901 | ) | | — |
| Deferred income taxes | — |
| | — |
| | — |
| | 521,916 |
| | (106,035 | ) | | 415,881 |
| Total liabilities | 94,518 |
| | 3,868,661 |
| | 131,614 |
| | 765,898 |
| | (1,851,936 | ) | | 3,008,755 |
| 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 |
| | 4,241,459 |
| | 2,032,686 |
| | (6,542,818 | ) | | 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 |
| | 3,806,950 |
| | 1,056,150 |
| | (4,973,650 | ) | | 16,032 |
| Total liabilities and stockholders’ equity (deficit) | $ | 110,550 |
| | $ | 3,979,211 |
| | $ | 3,938,564 |
| | $ | 1,822,048 |
| | $ | (6,825,586 | ) | | $ | 3,024,787 |
|
CUMULUS MEDIA INC. CONDENSED CONSOLIDATING BALANCE SHEETS As of December 31, 2014 (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 | $ | — |
| | $ | 7,268 |
| | $ | 3 |
| | $ | — |
| | $ | — |
| | $ | 7,271 |
| Restricted cash | — |
| | 10,055 |
| | — |
| | — |
| | — |
| | 10,055 |
| Accounts receivable, less allowance for doubtful accounts of $6,004 | — |
| | — |
| | — |
| | 248,308 |
| | — |
| | 248,308 |
| Trade receivable | — |
| | — |
| | 2,455 |
| | — |
| | — |
| | 2,455 |
| Asset held for sale | — |
| | — |
| | 15,007 |
| | — |
| | — |
| | 15,007 |
| Prepaid expenses and other current assets | — |
| | 66,020 |
| | 21,710 |
| | — |
| | — |
| | 87,730 |
| Total current assets | — |
| | 83,343 |
| | 39,175 |
| | 248,308 |
| | — |
| | 370,826 |
| Property and equipment, net | — |
| | 2,653 |
| | 218,844 |
| | — |
| | — |
| | 221,497 |
| Broadcast licenses | — |
| | — |
| | — |
| | 1,596,715 |
| | — |
| | 1,596,715 |
| Other intangible assets, net | — |
| | — |
| | 243,640 |
| | — |
| | — |
| | 243,640 |
| Goodwill | — |
| | — |
| | 1,253,823 |
| | — |
| | — |
| | 1,253,823 |
| Investment in consolidated subsidiaries | 627,363 |
| | 4,154,147 |
| | 1,097,404 |
| | — |
| | (5,878,914 | ) | | — |
| Intercompany receivables | — |
| | 86,527 |
| | 1,462,776 |
| | — |
| | (1,549,303 | ) | | — |
| Other assets | — |
| | 32,776 |
| | 25,420 |
| | 744 |
| | — |
| | 58,940 |
| Total assets | $ | 627,363 |
| | $ | 4,359,446 |
| | $ | 4,341,082 |
| | $ | 1,845,767 |
| | $ | (7,428,217 | ) | | $ | 3,745,441 |
| Liabilities and Stockholders’ Equity (Deficit) | | | | | | | | | | | | Current liabilities: | | | | | | | | | | | | Accounts payable and accrued expenses | $ | — |
| | $ | 30,322 |
| | $ | 121,336 |
| | $ | — |
| | $ | — |
| | $ | 151,658 |
| Trade payable | — |
| | — |
| | 3,964 |
| | — |
| | — |
| | 3,964 |
| Total current liabilities | — |
| | 30,322 |
| | 125,300 |
| | — |
| | — |
| | 155,622 |
| Long-term debt, excluding 7.75% senior notes | — |
| | 1,875,127 |
| | — |
| | — |
| | — |
| | 1,875,127 |
| 7.75% senior notes | — |
| | 610,000 |
| | — |
| | — |
| | — |
| | 610,000 |
| Other liabilities | — |
| | 2,166 |
| | 52,955 |
| | — |
| | — |
| | 55,121 |
| Intercompany payables | 85,783 |
| | 1,214,468 |
| | — |
| | 249,052 |
| | (1,549,303 | ) | | — |
| Deferred income taxes | — |
| | — |
| | 8,680 |
| | 499,311 |
| | — |
| | 507,991 |
| Total liabilities | 85,783 |
| | 3,732,083 |
| | 186,935 |
| | 748,363 |
| | (1,549,303 | ) | | 3,203,861 |
| Stockholders’ equity (deficit): | | | | | | | | | | | | Class A common stock, par value $0.01 per share; 750,000,000 shares authorized; 254,997,925 shares issued and 232,378,371 shares outstanding | 2,549 |
| | — |
| | — |
| | — |
| | — |
| | 2,549 |
| Class C common stock, par value $0.01 per share; 644,871 shares authorized, issued and outstanding | 6 |
| | — |
| | — |
| | — |
| | — |
| | 6 |
| Treasury stock, at cost, 22,619,554 shares | (231,588 | ) | | — |
| | — |
| | — |
| | — |
| | (231,588 | ) | Additional paid-in-capital | 1,600,963 |
| | 244,233 |
| | 4,163,779 |
| | 2,072,591 |
| | (6,480,603 | ) | | 1,600,963 |
| Accumulated (deficit) equity | (830,350 | ) | | 383,130 |
| | (9,632 | ) | | (975,187 | ) | | 601,689 |
| | (830,350 | ) | Total stockholders’ equity (deficit) | 541,580 |
| | 627,363 |
| | 4,154,147 |
| | 1,097,404 |
| | (5,878,914 | ) | | 541,580 |
| Total liabilities and stockholders’ equity (deficit) | $ | 627,363 |
| | $ | 4,359,446 |
| | $ | 4,341,082 |
| | $ | 1,845,767 |
| | $ | (7,428,217 | ) | | $ | 3,745,441 |
|
CUMULUS MEDIA INC. 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 on 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 (loss) 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: | | | | | | | | | | | | Proceeds from sale of assets or stations | — |
| | — |
| | 9,201 |
| | — |
| | — |
| | 9,201 |
| Restricted cash | — |
| | 2,074 |
| | — |
| | — |
| | — |
| | 2,074 |
| Capital expenditures | — |
| | (2,557 | ) | | (16,679 | ) | | — |
| | — |
| | (19,236 | ) | 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 |
| | — |
| | — |
| | — |
| Repayments of borrowings under 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 |
|
CUMULUS MEDIA INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2014 (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 income (loss) | $ | 11,769 |
| | $ | 17,379 |
| | $ | 148,874 |
| | $ | (1,414 | ) | | $ | (164,839 | ) | | $ | 11,769 |
| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | | | | | | | | | | | | Depreciation and amortization | — |
| | 1,619 |
| | 113,656 |
| | — |
| | — |
| | 115,275 |
| Amortization of debt issuance costs/discount | — |
| | 9,302 |
| | — |
| | 191 |
| | — |
| | 9,493 |
| Provision for doubtful accounts | — |
| | — |
| | 4,302 |
| | — |
| | — |
| | 4,302 |
| Gain on sale of assets or stations | — |
| | — |
| | (1,342 | ) | | — |
| | — |
| | (1,342 | ) | Fair value adjustment of derivative instruments | — |
| | 21 |
| | — |
| | — |
| | — |
| | 21 |
| Deferred income taxes | (3,739 | ) | | (81,993 | ) | | 93,576 |
| | (942 | ) | | — |
| | 6,902 |
| Stock-based compensation expense | — |
| | 17,638 |
| | — |
| | — |
| | — |
| | 17,638 |
| Earnings from consolidated subsidiaries | (17,379 | ) | | (148,874 | ) | | 1,414 |
| | — |
| | 164,839 |
| | — |
| Changes in assets and liabilities | — |
| | 349,463 |
| | (368,911 | ) | | (7,814 | ) | | — |
| | (27,262 | ) | Net cash (used in) provided by operating activities | (9,349 | ) | | 164,555 |
| | (8,431 | ) | | (9,979 | ) | | — |
| | 136,796 |
| Cash flows from investing activities: | | | | | | | | | | | | Restricted cash | — |
| | (3,909 | ) | | — |
| | — |
| | — |
| | (3,909 | ) | Proceeds from exchange of assets or stations | — |
| | — |
| | 15,843 |
| | — |
| | — |
| | 15,843 |
| Capital expenditures | — |
| | (1,000 | ) | | (18,006 | ) | | — |
| | — |
| | (19,006 | ) | Acquisitions less cash required | — |
| | — |
| | (8,500 | ) | | — |
| | — |
| | (8,500 | ) | Net cash used in investing activities | — |
| | (4,909 | ) | | (10,663 | ) | | — |
| | — |
| | (15,572 | ) | Cash flows from financing activities: | | | | | | | | | | | | Intercompany transactions, net | (3,188 | ) | | (50,909 | ) | | 19,097 |
| | 35,000 |
| | — |
| | — |
| Repayments of borrowings under revolving credit facilities | — |
| | (121,125 | ) | | — |
| | (35,000 | ) | | — |
| | (156,125 | ) | Proceeds from borrowings under term loans and revolving credit facilities | — |
| | — |
| | — |
| | 10,000 |
| | — |
| | 10,000 |
| Tax withholding paid on behalf of employees | — |
| | (1,332 | ) | | — |
| | — |
| | — |
| | (1,332 | ) | Proceeds from exercise of warrants | 113 |
| | — |
| | — |
| | — |
| | — |
| | 113 |
| Proceeds from exercise of options | 620 |
| | — |
| | — |
| | — |
| | — |
| | 620 |
| Deferred financing costs | — |
| | — |
| | — |
| | (21 | ) | | — |
| | (21 | ) | Net cash (used in) provided by financing activities | (2,455 | ) | | (173,366 | ) | | 19,097 |
| | 9,979 |
| | — |
| | (146,745 | ) | (Decrease) increase in cash and cash equivalents | (11,804 | ) | | (13,720 | ) | | 3 |
| | — |
| | — |
| | (25,521 | ) | Cash and cash equivalents at beginning of period | 11,804 |
| | 20,988 |
| | — |
| | — |
| | — |
| | 32,792 |
| Cash and cash equivalents at end of period | $ | — |
| | $ | 7,268 |
|
| $ | 3 |
|
| $ | — |
|
| $ | — |
|
| $ | 7,271 |
|
CUMULUS MEDIA INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2013 (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 income (loss) | $ | 176,083 |
| | $ | 183,142 |
| | $ | 339,604 |
| | $ | (1,394 | ) | | $ | (521,352 | ) | | $ | 176,083 |
| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | | | | | | | | | | | | Depreciation and amortization | — |
| | 1,913 |
| | 115,038 |
| | — |
| | — |
| | 116,951 |
| Amortization of debt issuance costs/discounts | — |
| | 9,905 |
| | — |
| | 14 |
| | — |
| | 9,919 |
| Provision for doubtful accounts | — |
| | — |
| | 3,349 |
| | — |
| | — |
| | 3,349 |
| Gain on sale of assets or stations | — |
| | — |
| | (3,685 | ) | | — |
| | — |
| | (3,685 | ) | Gain on exchange of assets or stations | — |
| | — |
| | (108,158 | ) | | — |
| | — |
| | (108,158 | ) | Fair value adjustment of derivative instruments | — |
| | 23 |
| | (1,852 | ) | | — |
| | — |
| | (1,829 | ) | Deferred income taxes | — |
| | — |
| | (77,551 | ) | | 1,173 |
| | — |
| | (76,378 | ) | Stock-based compensation expense | — |
| | 10,804 |
| | — |
| | — |
| | — |
| | 10,804 |
| Loss on early extinguishment of debt | — |
| | 34,934 |
| | — |
| | — |
| | — |
| | 34,934 |
| Earnings from consolidated subsidiaries | (183,142 | ) | | (339,604 | ) | | 1,394 |
| | — |
| | 521,352 |
| | — |
| Changes in assets and liabilities | — |
| | 46,572 |
| | (329,635 | ) | | 242,214 |
| | — |
| | (40,849 | ) | Net cash (used in) provided by operating activities | (7,059 | ) | | (52,311 | ) | | (61,496 | ) | | 242,007 |
| | — |
| | 121,141 |
| Cash flows from investing activities: | | | | | | | | | | |
|
| Restricted cash | — |
| | (225 | ) | | — |
| | — |
| | — |
| | (225 | ) | Capital expenditures | — |
| | (495 | ) | | (10,586 | ) | | — |
| | — |
| | (11,081 | ) | Proceeds from exchange of assets or stations | — |
| | — |
| | 241,519 |
| | — |
| | — |
| | 241,519 |
| Acquisition less cash required | — |
| | — |
| | (322,838 | ) | | — |
| | — |
| | (322,838 | ) | Net cash used in investing activities | — |
| | (720 | ) | | (91,905 | ) | | — |
| | — |
| | (92,625 | ) | Cash flows from financing activities: | | | | | | | | | | |
|
| Intercompany transactions, net | (70,524 | ) | | 189,671 |
| | 146,950 |
| | (266,097 | ) | | — |
| | — |
| Repayment of borrowings under term loans and revolving credit facilities | — |
| | (2,111,688 | ) | | — |
| | — |
| | — |
| | (2,111,688 | ) | Proceeds from borrowings under term loans and revolving credit facilities | — |
| | 2,002,308 |
| | — |
| | 25,000 |
| | — |
| | 2,027,308 |
| Tax withholding payments on behalf of employees | (337 | ) | | — |
| | — |
| | — |
| | — |
| | (337 | ) | Preferred stock dividends | (9,395 | ) | | — |
| | — |
| | — |
| | — |
| | (9,395 | ) | Proceeds from exercise of warrants | 93 |
| | — |
| | — |
| | — |
| | — |
| | 93 |
| Proceeds from exercise of options | 818 |
| | — |
| | — |
| | — |
| | — |
| | 818 |
| Redemption of preferred stock | (150,391 | ) | | — |
| | — |
| | — |
| | — |
| | (150,391 | ) | Proceeds from issuance of common equity securities | 94,300 |
| | — |
| | — |
| | — |
| | — |
| | 94,300 |
| Proceeds from issuance of preferred stock | 77,241 |
| | — |
| | — |
| | — |
| | — |
| | 77,241 |
| Deferred financing costs | — |
| | (6,272 | ) | | — |
| | (910 | ) | |
|
| | (7,182 | ) | Financing costs paid in connection with the issuance of equity securities | (4,541 | ) | | — |
| | — |
| | — |
| | — |
| | (4,541 | ) | Net cash (used in) provided by financing activities | (62,736 | ) | | 74,019 |
| | 146,950 |
| | (242,007 | ) | | — |
| | (83,774 | ) | (Decrease) increase in cash and cash equivalents | (69,795 | ) | | 20,988 |
| | (6,451 | ) | | — |
| | — |
| | (55,258 | ) | Cash and cash equivalents at beginning of period | 81,599 |
| | — |
| | 6,451 |
| | — |
| | — |
| | 88,050 |
| Cash and cash equivalents at end of period | $ | 11,804 |
| | $ | 20,988 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 32,792 |
|
|