Supplemental Condensed Consolidating Financial Information (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
|---|
| Condensed Financial Information of Parent Company Only Disclosure [Abstract] |
|
| Condensed Consolidating Statements of Operations |
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 |
|
|
| Condensed Consolidating Balance Sheets |
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 |
|
|
| Condensed Consolidating Statements of Cash Flows |
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 |
|
|