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EX-32.1 - OFFICER CERTIFICATION AS REQUIRED BY SECTION 906 - CUMULUS MEDIA INCcmls20170930-exx321.htm
EX-31.2 - CERTIFICATION OF REGISTRANT'S CFO AS REQUIRED BY SECTION 302 - CUMULUS MEDIA INCcmls20170930-exx312.htm
EX-31.1 - CERTIFICATION OF REGISTRANT'S CEO AS REQUIRED BY SECTION 302 - CUMULUS MEDIA INCcmls20170930-exx311.htm

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 September 30, 2017
OR
¨
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:
Large accelerated filer
 
¨
  
Accelerated filer
  
¨
 
 
 
 
Non-accelerated filer
 
¨ (Do not check if a smaller reporting company)
  
Smaller reporting company
 
ý
 
 
 
 
Emerging growth company
 
¨
If an emerging company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) 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 November 2, 2017, the registrant had 29,306,374 outstanding shares of common stock consisting of: (i) 29,225,765 shares of Class A common stock; and (ii) 80,609 shares of Class C common stock.



CUMULUS MEDIA INC.
INDEX
 
 
 
 
 

2


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
(Unaudited)
 
September 30, 2017
 
December 31, 2016
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
69,431

 
$
131,259

Restricted cash
7,680

 
8,025

Accounts receivable, less allowance for doubtful accounts of $5,922 and $4,691 at September 30, 2017 and December 31, 2016, respectively
231,630

 
231,585

Trade receivable
4,679

 
4,985

Assets held for sale
30,150

 
30,150

Prepaid expenses and other current assets
58,140

 
33,923

Total current assets
401,710

 
439,927

Property and equipment, net
157,507

 
162,063

Broadcast licenses
1,539,718

 
1,540,183

Other intangible assets, net
90,369

 
116,499

Goodwill
135,214

 
135,214

Other assets
17,856

 
18,805

Total assets
$
2,342,374

 
$
2,412,691

Liabilities and Stockholders’ (Deficit)
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued expenses
$
96,526

 
$
96,241

Trade payable
3,640

 
4,550

Total current liabilities
100,166

 
100,791

Term loan, net of debt issuance costs/discounts of $23,054 and $29,909 at September 30, 2017 and December 31, 2016, respectively
1,705,560

 
1,780,357

7.75% senior notes, net of debt issuance costs of $4,335 and $6,200 at September 30, 2017 and December 31, 2016, respectively
605,665

 
603,800

Other liabilities
27,235

 
31,431

Deferred income taxes
393,939

 
388,050

Total liabilities
2,832,565

 
2,904,429

Commitments and Contingencies (Note 10)

 

Stockholders’ deficit:
 
 
 
Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 32,031,952 shares issued, and 29,225,765 shares outstanding, at both September 30, 2017 and December 31, 2016
320

 
320

Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding at both September 30, 2017 and December 31, 2016
1

 
1

Treasury stock, at cost, 2,806,187 shares at both September 30, 2017 and December 31, 2016
(229,310
)
 
(229,310
)
Additional paid-in-capital
1,626,237

 
1,624,815

Accumulated deficit
(1,887,439
)
 
(1,887,564
)
Total stockholders’ deficit
(490,191
)
 
(491,738
)
Total liabilities and stockholders’ deficit
$
2,342,374

 
$
2,412,691

See accompanying notes to the unaudited condensed consolidated financial statements.

3


CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except for share and per share data)
(Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Net revenue
$
287,240

 
$
286,136

 
$
841,801

 
$
841,859

Operating expenses:
 
 
 
 
 
 
 
Content costs
96,321

 
115,348

 
291,390

 
312,526

Selling, general and administrative expenses
119,293

 
117,387

 
354,189

 
352,474

Depreciation and amortization
15,208

 
21,957

 
47,610

 
68,023

Local marketing agreement fees
2,717

 
2,481

 
8,137

 
10,351

Corporate expenses (including stock-based compensation expense of $354, $735, $1,422 and $2,403, respectively)
10,853

 
9,960

 
32,281

 
34,028

Gain on sale of assets or stations
(83
)
 
(94,014
)
 
(2,585
)
 
(97,155
)
Impairment of intangible assets

 

 

 
1,816

Total operating expenses
244,309

 
173,119

 
731,022

 
682,063

Operating income
42,931

 
113,017

 
110,779

 
159,796

Non-operating expense:

 
 
 
 
 
 
Interest expense
(35,335
)
 
(34,929
)
 
(103,742
)
 
(103,896
)
Interest income
34

 
139

 
106

 
364

Loss on early extinguishment of debt
(1,063
)
 

 
(1,063
)
 

Other (expense) income, net
(36
)
 
882

 
(64
)
 
1,598

Total non-operating expense, net
(36,400
)
 
(33,908
)
 
(104,763
)
 
(101,934
)
Income before income taxes
6,531

 
79,109

 
6,016

 
57,862

Income tax expense
(5,257
)
 
(32,788
)
 
(6,465
)
 
(24,904
)
Net income (loss)
$
1,274

 
$
46,321

 
$
(449
)
 
$
32,958

Basic and diluted earnings (loss) per common share (see Note 8, “Earnings (Loss) Per Share”):
 
 

 
 
 
 
Basic: Earnings (loss) per share
$
0.04

 
$
1.58

 
$
(0.02
)
 
$
1.12

Diluted: Earnings (loss) per share
$
0.04

 
$
1.58

 
$
(0.02
)
 
$
1.12

Weighted average basic common shares outstanding
29,306,374

 
29,275,111

 
29,306,374

 
29,268,885

Weighted average diluted common shares outstanding
29,306,374

 
29,275,111

 
29,306,374

 
29,268,885

See accompanying notes to the unaudited condensed consolidated financial statements.

4


CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
 
Nine Months Ended September 30,
 
2017
 
2016
Cash flows from operating activities:
 
 
 
Net (loss) income
$
(449
)
 
$
32,958

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
47,610

 
68,023

Amortization of debt issuance costs/discounts
7,661

 
7,325

Provision for doubtful accounts
4,770

 
1,188

Gain on sale of assets or stations
(2,585
)
 
(97,155
)
Loss on early extinguishment of debt
1,063

 

Impairment of intangible assets and goodwill

 
1,816

Deferred income taxes
6,463

 
25,086

Stock-based compensation expense
1,422

 
2,403

Changes in assets and liabilities:
 
 
 
Accounts receivable
(4,815
)
 
21,817

Trade receivable
306

 
(813
)
Prepaid expenses and other current assets
(23,536
)
 
(9,169
)
Other assets
1,036

 
(8,444
)
Accounts payable and accrued expenses
285

 
(5,643
)
Trade payable
(910
)
 
383

Other liabilities
(4,196
)
 
(7,496
)
Net cash provided by operating activities
34,125

 
32,279

Cash flows from investing activities:
 
 
 
Restricted cash
345

 
3,431

Proceeds from sale of assets or stations
6,090

 
106,935

Capital expenditures
(20,645
)
 
(16,704
)
Net cash (used in) provided by investing activities
(14,210
)
 
93,662

Cash flows from financing activities:
 
 
 
Repayment of borrowings under term loans and revolving credit facilities
(81,652
)
 

Deferred financing costs
(91
)
 

Proceeds from exercise of warrants

 
3

Net cash (used in) provided by financing activities
(81,743
)
 
3

(Decrease) increase in cash and cash equivalents
(61,828
)
 
125,944

Cash and cash equivalents at beginning of period
131,259

 
31,657

Cash and cash equivalents at end of period
$
69,431

 
$
157,601

Supplemental disclosures of cash flow information:
 
 
 
Interest paid
$
82,844

 
$
83,122

Income taxes paid
3,444

 
3,814

Supplemental disclosures of non-cash flow information:
 
 
 
Trade revenue
$
28,926

 
$
26,493

Trade expense
27,847

 
25,593

Transfer of deposit from escrow - Los Angeles land and building sale

 
6,000


5


See accompanying notes to the unaudited condensed consolidated financial statements.

6



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,” 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 (NASDAQ:CMLS) 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 446 owned-and-operated stations broadcasting in 90 US media markets (including eight of the top 10), approximately 8,000 broadcast radio stations affiliated with its Westwood One network and numerous digital channels. Together, the Cumulus/Westwood One platforms make Cumulus Media one of the few media companies that can provide advertisers with national reach and local impact. Cumulus/Westwood One 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, Westwood One 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. For more information, visit www.cumulus.com.
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, 2016. 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, 2016 condensed balance sheet data was derived from audited financial statements. The accompanying unaudited condensed consolidated 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 statement of the Company's results of operations for, and financial condition as of the end of, the interim periods have been made. The results of operations for the three and nine months ended September 30, 2017, the cash flows for the nine months ended September 30, 2017 and the Company’s financial condition as of September 30, 2017, 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, 2017.
Reverse Stock Split
On October 12, 2016, the Company effected a one-for-eight (1:8) reverse stock split (the "Reverse Stock Split"). As a result of the Reverse Stock Split, every eight shares of each class of the Company's outstanding common stock were combined into one share of the same class of common stock and the authorized shares of each class of the Company's common stock were reduced by the same ratio. No fractional shares were issued in connection with the Reverse Stock Split. The number and exercise price of the Company's outstanding stock options and warrants were adjusted proportionally, as appropriate. The par value of the Company's common stock was not adjusted as a result of the Reverse Stock Split. All authorized, issued and outstanding stock and per share amounts contained within the accompanying unaudited condensed consolidated financial statements and these footnotes have been adjusted to reflect this Reverse Stock Split for all periods presented retroactively, as appropriate.


7


Use of Estimates

The preparation of financial statements in conformity with 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, certain expense accruals 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, and 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.

Comprehensive Income

Comprehensive income (loss) includes net income (loss) and certain items that are excluded from net income (loss) and recorded as a separate component of stockholders' equity (deficit). During the three and nine months ended September 30, 2017 and 2016, the Company had no items of other comprehensive income (loss) and, therefore, comprehensive income does not differ from reported net income (loss).

Liquidity and Going Concern Considerations

In accordance with the requirements of Accounting Standards Update (“ASU”), 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40), or Accounting Standards Codification ("ASC") 205-40, the Company has the responsibility to evaluate at each reporting period, including interim periods, whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations. In its evaluation for this report, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due for 12 months following the date of issuance of this Quarterly Report on Form 10-Q.
    
As of September 30, 2017, the Company had $69.4 million of cash and cash equivalents and $50.0 million of availability under its Securitization Facility (defined below). The Company has generated positive cash flows from operating activities of $34.1 million and $32.3 million for the nine months ended September 30, 2017 and 2016, respectively. The Company expects it will continue to generate positive cash flows from operating activities in the fourth quarter of 2017 and full year 2018. Although the servicing of the Company’s debt obligations requires a substantial amount of the cash generated, the Company anticipates that its current capital resources will enable it to meet its anticipated debt service obligations, operational expenses and capital expenditures through at least the third quarter of calendar year 2018, assuming that the Company’s lenders and other creditors do not accelerate any amounts due to them, as described in more detail below.
    
As of September 30, 2017, the Company had a $1.729 billion term loan under its Credit Agreement (defined below) and $610.0 million of 7.75% Senior Notes (defined below) outstanding. Amounts outstanding under the term loan mature on December 23, 2020 and the 7.75% Senior Notes mature on May 1, 2019. Notwithstanding these maturity dates, and as disclosed further in Note 4, the Credit Agreement includes a springing maturity provision that provides that if on January 30, 2019 the aggregate principal amount of 7.75% Senior Notes outstanding exceeds $200.0 million, the maturity date of the term loan will be accelerated to January 30, 2019. If the Company is unable to refinance or extend its term loan or the 7.75% Senior Notes, or take other steps to create additional liquidity or otherwise avoid the occurrence of the springing maturity, forecasted cash flows would not be sufficient for the Company to meet its obligations as of January 30, 2019.
    
As discussed further in Note 13, on October 30, 2017, the Restructuring Committee of the Board of Directors authorized the Company to forgo the scheduled interest payment on the 7.75% Senior Notes on November 1, 2017 of approximately $23.6 million and thus enter into the applicable 30-day grace period under the terms of the indenture governing such notes (the “Indenture”). This nonpayment constitutes a “default” under the terms of the Indenture, which matures into an “Event of Default” (as defined in the Indenture) if such “default” is not cured or waived before the expiration of the 30-day grace period on December 1, 2017. Upon the occurrence of an Event of Default, the trustee under the Indenture, or the holders of a specified percentage of 7.75% Senior Notes, may declare all outstanding amounts immediately due and payable. Such an Event of Default would also constitute an event of default under the Credit Agreement, which would permit the lenders thereunder to declare all amounts outstanding under the Credit Agreement to be immediately due and payable.
    
As previously disclosed, the Company, with the assistance of outside advisors, is in private discussions with its lenders and the holders of its 7.75%Senior Notes to proactively restructure its balance sheet and reduce its debt. Such restructuring or refinancing transactions could include the issuance of additional equity securities in satisfaction of a portion of our

8


indebtedness outside of the protections of Chapter 11 of the U.S. Bankruptcy Code. We cannot provide any assurances of our ability to timely complete any such transactions, or the structure or likelihood of success thereof. If the Company is unsuccessful in restructuring or refinancing its indebtedness outside the court-approved process, it could seek to effectuate a restructuring under the protection of Chapter 11 of the U.S. Bankruptcy Code.
    
Based on the significance of the Company's debt balance and the potential that the Company could seek protection from creditors under Chapter 11 of the U.S. Bankruptcy Code, the Company determined that, as a result of these two factors and as required by the accounting guidance cited above, there is substantial doubt as to the Company’s ability to continue as a going concern for a period of 12 months following the date of issuance of this Quarterly Report on Form 10-Q.
    
Notwithstanding the aforementioned, the accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the ability to continue as a going concern.

Out of Period Adjustment

In connection with the preparation of certain prior period unaudited condensed consolidated financial statements, the Company recorded a correction of an immaterial misstatement that occurred in periods prior thereto, which resulted in an increase in content costs of $3.6 million in the second quarter of 2016. The correction related to the Radio Station Group segment only and was not material to the prior year quarterly or annual results.
Assets Held for Sale
During the year ended December 31, 2015, the Company entered into an agreement to sell certain land in the Company's Washington, DC market to a third party. The closing of the transaction is subject to various conditions and approvals, which remain pending. The identified asset has been classified as held for sale in the accompanying unaudited condensed consolidated balance sheets at September 30, 2017 and December 31, 2016. The estimated fair value of the land to be disposed of is in excess of its carrying value.
Adoption of New Accounting Standards
ASU 2016-09 - Compensation - Stock Compensation ("ASU 2016-09"). In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, which provides guidance for employee stock-based payments. This update removes the requirement that reporting entities present tax benefits as 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 only in operating activities. The Company adopted ASU 2016-09 effective January 1, 2017. As a result of adoption, in the first quarter of 2017, the Company recorded an adjustment to accumulated deficit of approximately $0.6 million to recognize net operating loss carryforwards attributable to excess tax benefits on stock compensation that had not been previously recognized in additional paid in capital. The Company is continuing its practice of estimating forfeitures and recording cash paid for withholding taxes as a financing activity.
ASU 2017-04 - Intangibles - Goodwill and Other ("ASU 2017-04"). In January 2017, the FASB issued ASU 2017-04 to simplify the accounting for goodwill impairment. The update eliminates the requirement to perform Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Upon effectiveness of this update, a goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance remains substantially unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The new standard is effective for fiscal years, and interim periods within fiscal years, beginning after December 15, 2019, with early adoption permitted. The impact on the Company's financial statements of it not being required to perform Step 2 to measure the amount of any potential goodwill impairment will depend on various factors determined by the Company's annual impairment test which will be performed on December 31, 2017. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company adopted ASU 2017-04 effective January 1, 2017.
Recent Accounting Standards Updates
ASU 2014-09 and related updates - Revenue from Contracts with Customers ("ASU 2014-09"). In May 2014, the FASB issued ASU 2014-09 which 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-

9


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 - Deferral of the Effective Date ("ASU 2015-14"), which delayed the effective date of ASU 2014-09 by one year. 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. In March 2016, the FASB issued ASU 2016-08 - Principal versus Agent Considerations ("ASU 2016-08") which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10 - Identifying Performance Obligations and Licensing ("ASU 2016-10") which amends the revenue recognition guidance on accounting for licenses of intellectual property and identifying performance obligations as well as clarifies when a promised good or service is separately identifiable. In May 2016, the FASB issued ASU 2016-12 - Narrow-Scope Improvements and Practical Expedients ("ASU 2016-12") which provides clarifying guidance in certain narrow areas such as an assessment of collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition as well as adds certain practical expedients. In December 2016, the FASB issued ASU 2016-20 - Technical Corrections and Improvements ("ASU 2016-20") which provides technical corrections and improvements to Topic 606. In March 2017, the FASB issued ASU 2017-05 - Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets ("ASU 2017-05") which clarifies the scope of Subtopic 610-20 and adds guidance for partial sales of non-financial assets, including partial sales of real estate. In May 2017, the FASB issued ASU 2017-10 - Determining the Customer of the Operation Services ("ASU 2017-10") which clarifies the diversity in practice in how an operating entity determines the customer of the operation services for transactions within the scope of ASC 853, Service Concession Arrangements by clarifying that the grantor is the customer of the operation services in all cases for those arrangements. The amendments also allow for a more consistent application of other aspects of the revenue guidance, which are affected by this customer determination. The amendments in ASU 2014-09, ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12, ASU 2016-20, ASU 2017-05 and ASU 2017-10 may be applied either retrospectively to each prior period presented or retrospectively with the cumulative effect of initially applying such updates at the date of initial application.
The Company plans to adopt the new standard using a modified retrospective approach effective January 1, 2018.

The Company created a revenue recognition implementation team to oversee the planning, testing and implementation of ASC 606. The responsibilities of this team include developing an appropriate testing methodology, performing the testing of contracts and evaluating the impact of the new revenue recognition standard on the Company's financial statements. The revenue recognition implementation team meets on a regular basis and have created a detailed timetable to ensure the Company is on pace for the required 2018 adoption. The initial scoping procedures have been completed and material revenue streams have been identified.

The Company continues to assess the potential impacts of the new standard, including in the areas described above, and anticipates adoption of this standard could have a material impact on its consolidated financial statements; however, the Company cannot reasonably estimate quantitative information related to the impact of the new standard on its financial statements at this time.
ASU 2016-01 - Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"). In January 2016, the FASB issued ASU 2016-01 which enhances the reporting model for financial instruments including aspects of recognition, measurement, presentation and disclosure. The new guidance revises the accounting requirements related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. The update also changes certain disclosure requirements associated with the fair value of financial instruments. These changes will require an entity to measure, at fair value, investments in equity securities and other ownership interests in an entity - including investments in partnerships, unincorporated joint ventures and limited liability companies that do not result in consolidation and are not accounted for under the equity method - and recognize the changes in fair value within net income. ASU 2016-01 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 does not expect adoption of this guidance to have a material impact on its financial condition, results of operation or disclosures.
ASU 2016-02 - Leases ("ASU 2016-02"). In February 2016, the FASB issued ASU 2016-02 which provides updated guidance for the accounting for leases. This update requires lessees to recognize assets and liabilities for the rights and obligations created by leases with a term longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 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 certain practical expedients. Early adoption is permitted. The Company is currently assessing the impact that ASU 2016-02 will have on its consolidated financial statements.

10


ASU 2016-15 - Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). In August 2016, the FASB issued ASU 2016-15 which provides guidance for several new and/or revised disclosures pertaining to the classification of certain cash receipts and cash payments on the statement of cash flows, including contingent consideration payments made after a business acquisition. ASU 2016-15 will be effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial condition, results of operation or disclosures.
ASU 2016-16 - Intra-Entity Transfers of Assets Other Than Inventory ("ASU 2016-16"). In October 2016, the FASB issued ASU 2016-16 which provides guidance for the accounting for the income tax consequences of intra-entity transfers of assets other than inventory when the transfer occurs between entities in different tax jurisdictions. ASU 2016-16 will be effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial condition, results of operation or disclosures.
ASU 2016-18 - Restricted Cash ("ASU 2016-18"). In November 2016, the FASB issued ASU 2016-18 which provides guidance for the accounting for the disclosure of restricted cash on the Statement of Cash Flows. ASU 2016-18 will be effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial condition, results of operation or disclosures. As of September 30, 2017 and December 31, 2016, the Company had approximately $7.7 million and $8.0 million in restricted cash, respectively, on its consolidated balance sheets. Upon adoption of ASU 2016-18, restricted cash balances will be included along with cash and cash equivalents as of the end of the period and beginning of the period, respectively, in the Company's consolidated Statement of Cash Flows for all periods presented; additionally, separate line items showing changes in restricted cash balances will be eliminated from its consolidated statement of cash flows.
ASU 2017-01 - Clarifying the Definition of a Business ("ASU 2017-01"). In January 2017, the FASB issued guidance that clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The new standard is effective for fiscal years, and interim periods within fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial condition, results of operation or disclosures.
ASU 2017-09 - Scope of Modification Accounting ("ASU 2017-09"). In May 2017, the FASB issued an update to guidance on Topic 718, Compensation—Stock Compensation that clarifies when changes to the terms or conditions of a share-based award must be accounted for as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. ASU 2017-09 will be effective for all entities for annual periods, and interim periods within annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its financial condition, results of operation or disclosure.

2. Restricted Cash
As of September 30, 2017 and December 31, 2016, the Company’s balance sheet included approximately $7.7 million and $8.0 million, respectively, in restricted cash. Restricted cash is used primarily to collateralize standby letters of credit for certain leases and insurance policies in addition to securing certain transactions as dictated by the financial institutions used by the Company.


11


3. Intangible Assets and Goodwill

The following tables present goodwill and accumulated impairment losses on a segment and consolidated basis as of January 1, 2017 and September 30, 2017 (dollars in thousands):
Radio Station Group
Balance as of January 1, 2017:
 
       Goodwill
$
1,278,526

Accumulated impairment losses
(1,278,526
)
Total
$

Balance as of September 30, 2017:
 
Goodwill
1,278,526

Accumulated impairment losses
(1,278,526
)
Total
$

Westwood One
Balance as of January 1, 2017:
 
       Goodwill
$
304,280

Accumulated impairment losses
(169,066
)
Total
$
135,214

Balance as of September 30, 2017:
 
Goodwill
304,280

Accumulated impairment losses
(169,066
)
Total
$
135,214

Consolidated
Balance as of January 1, 2017:
 
       Goodwill
$
1,582,806

Accumulated impairment losses
(1,447,592
)
Total
$
135,214

Balance as of September 30, 2017:
 
Goodwill
1,582,806

Accumulated impairment losses
(1,447,592
)
Total
$
135,214


The following table shows the Company's intangible asset balances as of December 31, 2016 and September 30, 2017, as well as dispositions and amortization during the period (dollars in thousands):

Intangible Assets:
 
FCC Licenses
 
Definite-Lived
 
Total
Balance as of December 31, 2016
$
1,540,183

 
$
116,499

 
$
1,656,682

Dispositions
(465
)
 

 
(465
)
Amortization

 
(26,130
)
 
(26,130
)
Balance as of September 30, 2017
$
1,539,718

 
$
90,369

 
$
1,630,087



12


The Company performs annual impairment testing of its Federal Communications Commission ("FCC") licenses and goodwill as of December 31, each year and on an interim basis if events or circumstances indicate that FCC licenses or goodwill may be impaired. The Company reviews the carrying value of its definite-lived intangible assets, primarily broadcast licenses, for recoverability prior to its annual impairment test of goodwill and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Events and circumstances did not necessitate an interim impairment test as of September 30, 2017.

4. Long-Term Debt
The Company’s long-term debt consisted of the following as of September 30, 2017 and December 31, 2016 (dollars in thousands):
 
 
September 30, 2017
 
December 31, 2016
Term loan:
 
 
 
Term loan
$
1,728,614

 
$
1,810,266

            Less: unamortized term loan discount and debt issuance costs
(23,054
)
 
(29,909
)
Total term loan
1,705,560

 
1,780,357

7.75% senior notes:
610,000

 
610,000

             Less: unamortized debt issuance costs
(4,335
)
 
(6,200
)
Total 7.75% senior notes
605,665

 
603,800

Less: Current portion of long-term debt

 

Long-term debt, net
$
2,311,225

 
$
2,384,157

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 Term Loan (the “Term Loan”) maturing in December 2020 and a $200.0 million revolving credit facility, with a $30.0 million sublimit for letters of credit (the “Revolving Credit Facility”) maturing in December 2018.
At September 30, 2017, and December 31, 2016, the Company had $1.729 billion and $1.810 billion, respectively, outstanding under the Term Loan and no amounts outstanding under the Revolving Credit Facility.

On August 29, 2017, we used proceeds from sale of certain land and buildings to repay approximately $81.7 million of the Term Loan borrowings.

Notwithstanding the stated maturity date of the Term Loan, if on January 30, 2019, the aggregate principal amount of 7.75% Senior Notes outstanding exceeds $200.0 million, the Term Loan maturity date shall be accelerated to January 30, 2019.

Borrowings under the Credit Agreement bear interest, at the option of Cumulus Holdings, based on the Base Rate (as defined below) or the London Interbank Offered Rate (“LIBOR”), 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 rate per annum equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 0.5%, (ii) the 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 September 30, 2017, the Term Loan bore interest at 4.49% per annum.
Under the terms of the Credit Agreement, a commitment fee in the amount of 0.50% per year, payable monthly, is payable on the unused portion of the commitments.

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 obligations when due; (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

13


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 of 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 September 30, 2017 was 4.25 to 1.0, and the first lien net leverage ratio covenant periodically decreases until it reaches 4.0 to 1.0 on March 31, 2018. At September 30, 2017, the Company's actual leverage ratio was in excess of the required ratio. The Company had no borrowings outstanding under the Revolving Credit Facility.
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 Wells Fargo Capital Finance ("Wells Fargo") 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.
As described in more detail in Note 13, "Subsequent Events", on October 30, 2017, the Restructuring Committee of the Board of Directors authorized the Company to forgo the November 1, 2017, scheduled interest payment on the Company's 7.75% Senior Notes (defined below), thereby entering into the applicable 30-day grace period under the terms of the Indenture. This nonpayment constitutes a "default" under the terms of such Indenture, which matures into an "Event of Default" if not cured or waived before the expiration of the 30-day grace period on December 1, 2017. Such an Event of Default, if and when it occurs, would also be an event of default under the Credit Agreement.
7.75% Senior Notes
On May 13, 2011, the Company issued $610.0 million aggregate principal amount of 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 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.
In connection with the substitution of Cumulus Holdings as the issuer of the 7.75% Senior Notes, the Company also 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.

14


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 liabilities of the Company and its subsidiaries.
The Indenture contains representations, covenants and events of default customary for financing transactions of this nature. As described in more detail in Note 13, “Subsequent Events", on October 30, 2017, the Restructuring Committee of the Board of Directors authorized the Company to forgo the November 1, 2017 scheduled interest payment on the 7.75% Senior Notes, thereby entering into the applicable 30-day grace period under the Indenture. This nonpayment constitutes a “default” under the Indenture, which matures into an “Event of Default” if not cured or waived before the expiration of the 30-day grace period on December 1, 2017. Upon the occurrence of an Event of Default, the trustee under the Indenture, or the holders of a specified percentage of 7.75% Senior Notes, may declare all outstanding amounts due and payable. Such an “Event of Default”, if and when it occurs, would also be an event of default under the Credit Agreement.
Accounts Receivable Securitization Facility
On December 6, 2013, the Company entered into a 5-year, $50.0 million Securitization Facility with Wells Fargo (as successor to General Electric Capital Corporation), as a lender, swingline lender and 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”) sell and/or contribute their existing and future accounts receivable (representing up to 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 are secured by those receivables, pursuant to an Amended and Restated Receivables Funding and Administration Agreement, dated as of March 15, 2017 (the “Funding Agreement”). Cumulus Holdings services the accounts receivable on behalf of the SPV.

Advances available under the Funding Agreement at any time are 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 September 30, 2017 and December 31, 2016, there were no amounts outstanding under the Securitization Facility.
Amortization of Debt Discount and Debt Issuance Costs
For the three and nine months ended September 30, 2017, the Company amortized $2.6 million and $7.7 million, respectively, of debt discount and debt issuance costs related to its Term Loan and 7.75% Senior Notes. For the three and nine months ended September 30, 2016, the Company amortized $2.5 million and $7.3 million, respectively, of debt discount and debt issuance costs related to its Term Loan and 7.75% Senior Notes.


15


5. Fair Value Measurements
The three levels of the fair value hierarchy to be applied when determining fair value of financial instruments 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):
 
September 30, 2017
 
December 31, 2016
Term Loan:
 
 
 
Gross value
$
1,728,614

 
$
1,810,266

Fair value - Level 2
1,408,820

 
1,226,455

7.75% Senior Notes:
 
 
 
Gross value
$
610,000

 
$
610,000

Fair value - Level 2
179,950

 
249,673

As of September 30, 2017, the Company obtained a level 2 third-party valuation of 81.5% to calculate the fair value of the Term Loan and 29.5% to calculate the level 2 fair value of the 7.75% Senior Notes.
As of December 31, 2016, the Company obtained a level 2 third-party valuation of 67.8% to calculate the fair value of the Term Loan and 40.9% to calculate the level 2 fair value of the 7.75% Senior Notes.

6. Stockholders’ Equity
For information on the Company's October 12, 2016 Reverse Stock Split and the resulting adjustments to authorized, issued and outstanding common stock, warrants and options, see Note 1, "Description of Business, Interim Financial Data and Basis of Presentation: Reverse Stock Split."

The Company is authorized to issue an aggregate of 269,080,609 shares of stock, each with a par value of $0.01 per share, divided into four classes consisting of:
(i) 93,750,000 shares designated as Class A common stock;
(ii) 75,000,000 shares designated as Class B common stock;
(iii) 80,609 shares designated as Class C common stock, and
(iv) 100,250,000 shares of preferred stock.

On June 5, 2017, the Company’s Board of Directors adopted a stockholder rights plan, which is scheduled to expire in June 2018.  Pursuant to the rights plan, the Company declared a dividend of one right for each outstanding share of Class A common stock of the Company, payable to holders of record on June 15, 2017.  The rights initially trade with the Company’s Class A common stock and will generally become exercisable only if any person (or any persons acting in concert or as a group) acquires a voting or economic position in 4.99% or more of the Company’s outstanding Class A common stock. If the rights become exercisable, all holders of rights (other than any triggering person) will be entitled to acquire shares of Class A common stock at a 50% discount or the Company may exchange each right held by such holders for one share of Class A common stock. Under the rights plan, any person that owned more than 4.99% of the Company’s outstanding Class A common stock may continue to own its shares of Class A common stock but may not acquire a voting or economic interest in any additional shares of Class A common stock without triggering the rights plan.
    
Common Stock

16


Shares of Class A, Class B and Class C common stock are identical in all respects, except with regard to voting and conversion rights. 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. There were no shares of Class B common stock issued or outstanding as of September 30, 2017 or December 31, 2016.
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.
As of September 30, 2017 there were no preferred shares outstanding.
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 156,250 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 nine months ended September 30, 2017 and, as of such date, there were 40,057 of the 2009 Warrants 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 9.0 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 with each Company Warrant providing the right to purchase one share. The number of shares for which the Company Warrants are exercisable is not subject to any anti-dilution protection, other than standard adjustments in the case of stock splits, dividends and certain other similar events. 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.
Exercise 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.

17


No Company Warrants were exercised during the nine months ended September 30, 2017. 0.3 million Company Warrants were exercised during the nine months ended September 30, 2016 to purchase 43,192 shares of Class A common stock. At September 30, 2017, 31,955 Company Warrants remained outstanding.
Crestview Warrants
Also on September 16, 2011, but pursuant to a separate warrant agreement, the Company issued warrants to purchase 1.0 million shares of Class A common stock with an exercise price, as adjusted to date, of $34.56 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 certain other similar events. As of September 30, 2017, all 1.0 million Crestview Warrants remained outstanding.
 
7. Stock-Based Compensation Expense

The Company uses the Black-Scholes option pricing model to estimate the fair value on the date of grant of stock options issued. The fair value of stock options is determined 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 in accordance with ASC 718 - Compensation - Stock Compensation. To the extent non-vested restricted stock awards include performance or market vesting conditions, management uses the requisite service period to recognize the cost associated with the award.
During the nine months ended September 30, 2017, the Company granted 76,250 stock options with a grant date aggregate fair value of $0.1 million. During the nine months ended September 30, 2016, the Company granted 383,375 stock options with a grant date aggregate fair value of $0.5 million. The options granted in both periods range in exercise price from $0.41 to $24.00 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 and nine months ended September 30, 2017 the Company recognized approximately $0.4 million and $1.4 million in stock-based compensation expense related to equity awards. For the three and nine months ended September 30, 2016, the Company recognized approximately $0.7 million and $2.4 million in stock-based compensation expense related to equity awards.
As of September 30, 2017, unrecognized stock-based compensation expense of approximately $0.3 million related to equity awards is expected to be recognized over a weighted-average remaining life of 2.23 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 nine months ended September 30, 2017 or September 30, 2016.
On May 18, 2017 the Company adopted the 2017 Supplemental Incentive Plan (the "2017 SIP"), which provides participating executives of the Company with the opportunity to earn cash payments in ratable installments over the last three quarters of 2017, based on the Company's year-to-date performance at the end of each respective period, commencing with the second quarter of 2017. In order to be eligible to participate in the 2017 SIP, each participant therein had to agree to the cancellation of all of such participant's respective outstanding equity incentive awards. During the nine months ended September 30, 2017, the participants forfeited an aggregate of 963,493 options.     

8. Earnings (Loss) Per Share
    
For all periods presented, the Company has disclosed basic and diluted earnings (loss) per common share utilizing the two-class method. In accordance with ASC Topic 260, "Earnings per Share," the presentation of basic and diluted EPS is required only for common stock and not for participating securities.

Non-vested restricted shares of Class A common stock are considered participating securities for purposes of calculating basic weighted-average common shares outstanding in all periods. In addition, Company Warrants are accounted for as participating securities, as holders of such Warrants, in accordance with and subject to the terms and conditions of the Warrant Agreement, are entitled to receive ratable distributions of the Company's earnings concurrently with such distributions made to the holders of Class A common stock.


18


Basic earnings (loss) per common share is calculated by dividing net income (loss) 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 income (loss), after any allocation for preferred stock dividends, between each class of common stock on an equal basis per share. In accordance with the two-class method, earnings applicable to the non-vested restricted shares of Class A common stock and Company Warrants are excluded from the computation of basic EPS.

Diluted earnings (loss) per share is computed in the same manner as basic earnings (loss) per share after assuming issuance of common stock for all potentially dilutive equivalent shares, which includes stock options and certain warrants to purchase common stock. Antidilutive instruments are not considered in this calculation. Under the two-class method, net income (loss) is allocated to common stock to the extent that each security may share in earnings, as if all of the earnings (loss) for the period had been distributed. Earnings (loss) are allocated to each class of common stock equally per share. The following table sets forth the computation of basic and diluted earnings (loss) per common share for the three and nine months ended September 30, 2017 and 2016 (amounts in thousands, except per share data):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Basic Earnings (Loss) Per Share
 
 
 
 
 
 
 
Numerator:
 
 
 
 
 
 
 
Undistributed net income (loss) from continuing operations
$
1,274

 
$
46,321

 
$
(449
)
 
$
32,958

Less:
 
 
 
 
 
 
 
Participation rights of the Company Warrants in undistributed earnings
1

 
50

 

 
43

Participation rights of unvested restricted stock in undistributed earnings

 
48

 

 
34

Basic undistributed net income (loss) attributable to common shares
$
1,273

 
$
46,223

 
$
(449
)
 
$
32,881

Denominator:
 
 
 
 
 
 
 
Basic weighted average shares outstanding
29,306

 
29,275

 
29,306

 
29,269

Basic undistributed net income per share attributable to common shares
$
0.04

 
$
1.58

 
$
(0.02
)
 
$
1.12

Diluted Earnings (Loss) Per Share:
 
 
 
 
 
 
 
Numerator:
 
 
 
 
 
 
 
Undistributed net income (loss) from continuing operations
$
1,274

 
$
46,321

 
$
(449
)
 
$
32,958

Less:
 
 
 
 
 
 
 
Participation rights of the Company Warrants in undistributed net earnings
1

 
50

 

 
43

Participation rights of unvested restricted stock in undistributed earnings

 
48

 

 
34

Basic undistributed net income (loss) attributable to common shares
$
1,273

 
$
46,223

 
$
(449
)
 
$
32,881

Denominator:
 
 
 
 
 
 
 
Basic weighted average shares outstanding
29,306

 
29,275

 
29,306

 
29,269

Effect of dilutive stock options, warrants and restricted stock

 

 

 

Diluted weighted average shares outstanding
29,306

 
29,275

 
29,306

 
29,269

Diluted undistributed net income (loss) per share attributable to common shares
$
0.04

 
$
1.58

 
$
(0.02
)
 
$
1.12

    

19


9. Income Taxes
For the three months ended September 30, 2017, the Company recorded income tax expense of $5.3 million on income before income taxes of $6.5 million, resulting in an effective tax rate for the three months ended September 30, 2017 of approximately 80.5%. For the three months ended September 30, 2016, the Company recorded income tax expense of $32.8 million on income before income taxes of $79.1 million, resulting in an effective tax rate for the three months ended September 30, 2016 of approximately 41.4%. The difference between the effective tax rate and the federal statutory rate of 35.0% for the three months ended September 30, 2017 is attributable to state and local income taxes, the tax effect of certain statutory non-deductible items, the tax effect of changes in uncertain tax positions, and state tax law changes enacted during the period. The difference between the effective tax rate and the federal statutory rate of 35.0% for the three months ended September 30, 2016 is attributable to state and local income taxes, the tax effect of certain statutory non-deductible items, the tax effect of changes in uncertain tax positions, the tax effect of stock option terminations and forfeitures, as well as adjustments as a result of differences between the amounts estimated in the tax provision and the actual amounts in the tax return.
For the nine months ended September 30, 2017, the Company recorded income tax expense of $6.5 million on income before income taxes of $6.0 million, resulting in an effective tax rate for the nine months ended September 30, 2017 of approximately 107.5%. The difference between the effective tax rate and the federal statutory rate of 35.0% for the nine months ended September 30, 2017 relates to state and local taxes, the tax effect of stock option terminations and forfeitures, the tax effect of changes in uncertain tax positions, and enacted tax law changes.
For the nine months ended September 30, 2016, the Company recorded income tax expense of $24.9 million on income before income taxes of $57.9 million, resulting in an effective tax rate for the nine months ended September 30, 2016 of approximately 43.0%. The difference between the effective tax rate and the federal statutory rate of 35.0% for the nine months ended September 30, 2016, primarily relates to state and local income taxes, an increase in the valuation allowance with respect to state net operating losses, the tax effect of certain statutory non-deductible items, enacted changes to state and local tax laws, the tax effect of changes in uncertain tax positions, and differences between the amounts estimated in the tax provision and the actual amounts in the tax return.
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 740, Income Taxes (“ASC 740”). As of September 30, 2017, the Company continues to maintain a partial valuation allowance on certain state net operating loss carryforwards which the Company does not believe 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.

As discussed in Note 1 (Liquidity and Going Concern Considerations), the accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company continues to believe that the remaining deferred tax assets are more likely than not to be realized.  The Company is currently evaluating various debt restructuring alternatives which, if undertaken, could have a significant impact on the Company’s income taxes, including the realization of deferred tax assets. At this time, the Company believes it is more likely than not that it will recover its deferred tax assets, with the exception of certain state net operating loss carryforwards, through a combination of existing taxable temporary differences and future taxable income.  In the event of a restructuring transaction, the Company believes that these deferred tax assets would likely be utilized to offset operating income or cancellation of debt income.  If however, the Company is not able to generate sufficient future income during the attribute carryforward period or expectations around future events or earnings change, these deferred tax assets may require a valuation allowance.
 

10. Commitments and Contingencies
Future Commitments
The radio broadcast industry’s principal ratings service is Nielsen Audio ("Nielsen"), which publishes surveys for domestic radio markets. Certain of the Company’s subsidiaries have agreements with Nielsen under which they receive programming ratings information. The remaining aggregate obligation under the agreements with Nielsen is approximately $13.7 million, as of September 30, 2017, and is expected to be paid in accordance with the agreements through December 2017.


20


The Company engages Katz Media Group, Inc. ("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, based upon a formula set forth in the contract.

The Company is committed under various contractual agreements to pay for broadcast rights that include sports and news services and to pay for talent, executives, research, weather information 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 September 30, 2017, the Company believes that it will meet all such material minimum obligations.

On January 3, 2014 (the "Commencement Date”), Merlin Media, LLC (“Merlin”) and the Company entered into an agreement under which the Company is responsible for operating two FM radio stations in Chicago, Illinois, for monthly fees payable to Merlin of approximately $0.3 million, $0.4 million, $0.5 million and $0.6 million in the first, second, third and fourth years following the Commencement Date, respectively, in exchange for the Company retaining the operating profits from these radio stations.

The Company and Merlin entered into a separate agreement pursuant to which the Company has the right to purchase these two FM radio stations until October 5, 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. Conversely, Merlin has the right to require the Company to purchase these two FM radio stations at any time during a ten business day period commencing October 6, 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 3, 2018.

On October 6, 2017, Merlin notified the Company that it was exercising the right to require the Company to acquire the stations.

The Company determined through its review of the requirements of ASC Topic 810, Consolidation ("ASC 810") that the stations are a variable interest entity (“VIE”) for which it is not the primary beneficiary, therefore consolidation is not required.

On April 1, 2014, the Company initiated an exit plan for an office lease as part of a restructuring in connection with the acquisition of Westwood One (the "Exit Plan"), which included charges related to terminated contract costs. As of September 30, 2017, liabilities related to the Exit Plan of $0.2 million were included in accounts payable and accrued expenses and $1.0 million of other liabilities in the unaudited condensed consolidated balance sheet. The Company does not anticipate any additional meaningful future charges in connection with the Exit Plan other than those for which the Company has already accrued.
Legal Proceedings

On March 1, 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 ("Plaintiff") v. Beasley Broadcast Group, Inc., et. al., Civil Action Case No: 1:11-mc-00176-LPS, U.S. District Court for the District of Delaware, alleges that the defendants have infringed on two of plaintiff’s patents entitled “Selection and Retrieval of Music from a Digital Database.” The Complaint seeks unspecified damages. The Court stayed the case on November 14, 2011 pending reexamination of the patents-in-suit before the U.S. Patent Office.  On June 6, 2012, Plaintiff filed a motion to lift the stay.  On March 25, 2013, the Court entered an order denying Plaintiff’s motion to lift the stay.  However, the Court ordered that “the stay shall be lifted upon the issuance of the Notice of Intent to Issue Reexamination Certifications (‘NIRC’)” for the two patents-in-suit.  By operation of the Court’s Order, the stay was lifted on July 8, 2013, when the final NIRC was issued for the two patents-in-suit.  On July 25, 2013, counsel for Defendants invited Plaintiff to confer to discuss the viability of Plaintiff maintaining the suit in light of the result of the reexamination proceedings or to discuss a case schedule.  Plaintiff did not respond substantively to Defendants’ invitation.  Plaintiff has filed no further papers with the Court to move the proceeding forward.  Should Plaintiff attempt to pursue the case in the future, and assuming the Court now allows the Plaintiff to pursue the case, the Company 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.


21


In August 2015, the Company was named as a defendant in two separate putative class action lawsuits relating to its 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 alleged, among other things, copyright infringement under California state law, 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 claimed, among other things, common law copyright infringement and unfair competition. The New York lawsuit was 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. On December 20, 2016, the New York Court of Appeals held that New York common law does not recognize a right of public performance for owners of pre-1972 Recordings. As a result of that case (to which Cumulus Media, Inc., was not a party) the New York case against Cumulus Media, Inc., was voluntarily dismissed by the plaintiffs on April 3, 2017. The question of whether public performance rights exist for Pre-1972 recordings under state laws is still being litigated in the Ninth and Eleventh Circuits as a result of cases filed in California and Florida. Cumulus is not a party to those cases,  and the Company is not yet able to determine what effect those proceedings will have, if any, on its financial position, results of operations or cash flows.

The Company currently is, and expects that from time to time in the future it 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 such 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 Consolidated Financial Information
At September 30, 2017, Cumulus (the "Parent Guarantor") and certain of its 100% owned subsidiaries (such subsidiaries, the “Subsidiary Guarantors”) provided guarantees of the obligations of Cumulus Holdings (the "Subsidiary Issuer") under the 7.75% Senior Notes. These guarantees are full and unconditional (subject to customary release provisions) as well as joint and several. Certain of the Subsidiary Guarantors may be subject to restrictions on their respective ability to distribute earnings to Cumulus Holdings or the Parent Guarantor. Not all of the subsidiaries of Cumulus and Cumulus Holdings guarantee the 7.75% Senior Notes (such non-guaranteeing subsidiaries, collectively, the “Subsidiary Non-guarantors”).

Investments in consolidated subsidiaries are held primarily by the Parent Guarantor in the net assets of its subsidiaries and have been presented using the equity method of accounting. The “Eliminations” entries in the following tables primarily eliminate investments in subsidiaries and intercompany balances and transactions. The columnar presentations in the following tables are not consistent with the Company’s business groups; accordingly, this basis of presentation is not intended to present the Company’s financial condition, results of operations or cash flows on a consolidated basis.

Revision to Prior Period Financial Statements

During the first quarter of 2017, the Company determined that it did not properly classify the investment in consolidated subsidiaries balance residing at the Parent Guarantor as a liability at December 31, 2016. The Company should have presented the investment in consolidated subsidiary balance as a liability as the balance was negative at December 31, 2016. In the following disclosure, a separate line item entitled “Accumulated losses in consolidated subsidiaries” is presented in the Condensed Consolidated Balance Sheet to correct this misclassification. This presentation misclassification was not material to the previously issued financial statements.
In accordance with ASC 250-10, SEC Staff Accounting Bulletin No. 99, Materiality, the Company assessed the materiality of the errors and concluded that the errors were not material to any of the Company’s previously issued financial statements. As permitted by ASC 250-10, SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company has presented revised financial information as of December 31, 2016.
The following tables present (i) unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2017 and 2016, (ii) unaudited condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016, and (iii) unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2017 and 2016, of each of the Parent Guarantor, Cumulus Holdings, the Subsidiary Guarantors, and the Subsidiary Non-guarantors.


22


CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended September 30, 2017
(Dollars in thousands)
(Unaudited)
 
Cumulus
Media Inc.
(Parent 
Guarantor)
 
Cumulus
Media
Holdings Inc.
(Subsidiary 
Issuer)
 
Subsidiary
Guarantors
 
Subsidiary
Non-guarantors
 
Eliminations
 
Total
Consolidated
Net revenue
$

 
$

 
$
287,240

 
$

 
$

 
$
287,240

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Content costs

 

 
96,321

 

 

 
96,321

Selling, general and administrative expenses

 

 
118,758

 
535

 

 
119,293

Depreciation and amortization

 
298

 
14,910

 

 

 
15,208

Local marketing agreement fees

 

 
2,717

 

 

 
2,717

Corporate expenses (including stock-based compensation expense of $354)

 
10,853

 

 

 

 
10,853

Gain on sale of assets or stations

 

 
(83
)
 

 

 
(83
)
Total operating expenses

 
11,151

 
232,623

 
535

 

 
244,309

Operating (loss) income

 
(11,151
)
 
54,617

 
(535
)
 

 
42,931

Non-operating (expense) income:
 
 
 
 
 
 
 
 
 
 
 
Interest (expense) income, net
(2,184
)
 
(33,089
)
 
34

 
(62
)
 

 
(35,301
)
Loss on early extinguishment of debt

 
(1,063
)
 

 

 

 
(1,063
)
Other expense, net

 

 
(36
)
 

 

 
(36
)
Total non-operating expense, net
(2,184
)
 
(34,152
)
 
(2
)
 
(62
)
 

 
(36,400
)
(Loss) income before income taxes
(2,184
)
 
(45,303
)
 
54,615

 
(597
)
 

 
6,531

Income tax (expense) benefit
8,782

 
176,495

 
(193,046
)
 
2,512

 

 
(5,257
)
Earnings (loss) from consolidated subsidiaries
(5,324
)
 
(136,516
)
 
1,915

 

 
139,925

 

Net income (loss)
$
1,274

 
$
(5,324
)
 
$
(136,516
)
 
$
1,915

 
$
139,925

 
$
1,274



23


CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Nine Months Ended September 30, 2017
(Dollars in thousands)
(Unaudited)
 
Cumulus
Media Inc.
(Parent 
Guarantor)
 
Cumulus
Media
Holdings Inc.
(Subsidiary 
Issuer)
 
Subsidiary
Guarantors
 
Subsidiary
Non-guarantors
 
Eliminations
 
Total
Consolidated
Net revenue
$

 
$

 
$
841,801

 
$

 
$

 
$
841,801

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Content costs

 

 
291,390

 

 

 
291,390

Selling, general and administrative expenses

 

 
352,465

 
1,724

 

 
354,189

Depreciation and amortization

 
902

 
46,708

 

 

 
47,610

Local marketing agreement fees

 

 
8,137

 

 

 
8,137

Corporate expenses (including stock-based compensation expense of $1,422)

 
32,281

 

 

 

 
32,281

Gain on sale of assets or stations

 

 
(2,585
)
 

 

 
(2,585
)
Total operating expenses

 
33,183

 
696,115

 
1,724

 

 
731,022

Operating (loss) income

 
(33,183
)
 
145,686

 
(1,724
)
 

 
110,779

Non-operating (expense) income:
 
 
 
 
 
 
 
 
 
 
 
Interest (expense) income, net
(6,551
)
 
(97,020
)
 
106

 
(171
)
 

 
(103,636
)
Loss on early extinguishment of debt

 
(1,063
)
 

 

 

 
(1,063
)
Other expense, net

 

 
(64
)
 

 

 
(64
)
Total non-operating (expense) income, net
(6,551
)
 
(98,083
)
 
42

 
(171
)
 

 
(104,763
)
(Loss) income before income taxes
(6,551
)
 
(131,266
)
 
145,728

 
(1,895
)
 

 
6,016

Income tax (expense) benefit
7,040

 
141,059

 
(156,600
)
 
2,036

 
 
 
(6,465
)
Earnings (loss) from consolidated subsidiaries
(938
)
 
(10,731
)
 
141

 

 
11,528

 

Net (loss) income
$
(449
)
 
$
(938
)
 
$
(10,731
)
 
$
141

 
$
11,528

 
$
(449
)





24


CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended September 30, 2016
(Dollars in thousands)
(Unaudited) 
 
Cumulus
Media Inc.
(Parent 
Guarantor)
 
Cumulus
Media
Holdings 
Inc.
(Subsidiary 
Issuer)
 
Subsidiary
Guarantors
 
Subsidiary
Non-guarantors
 
Eliminations
 
Total
Consolidated
Net revenue
$

 
$

 
$
286,136

 
$

 
$

 
$
286,136

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Content costs

 

 
115,348

 

 

 
115,348

Selling, general and administrative expenses

 

 
116,706

 
681

 

 
117,387

Depreciation and amortization

 
400

 
21,557

 

 

 
21,957

Local marketing agreement fees

 

 
2,481

 

 

 
2,481

Corporate expenses (including stock-based compensation expense of $735)

 
9,960

 

 

 

 
9,960

Gain on sale of assets or stations

 

 
(94,014
)
 

 

 
(94,014
)
Total operating expenses

 
10,360

 
162,078

 
681

 

 
173,119

Operating (loss) income

 
(10,360
)
 
124,058

 
(681
)
 

 
113,017

Non-operating (expense) income:
 
 
 
 
 
 
 
 
 
 
 
Interest (expense) income, net
(2,178
)
 
(32,704
)
 
139

 
(47
)
 

 
(34,790
)
Other income, net

 

 
882

 

 

 
882

Total non-operating (expense) income, net
(2,178
)
 
(32,704
)
 
1,021

 
(47
)
 

 
(33,908
)
(Loss) income before income taxes
(2,178
)
 
(43,064
)
 
125,079

 
(728
)
 

 
79,109

Income tax benefit (expense)
937

 
19,816

 
(53,834
)
 
293

 

 
(32,788
)
Earnings (loss) from consolidated subsidiaries
47,562

 
70,810

 
(435
)
 

 
(117,937
)
 

Net income (loss)
$
46,321

 
$
47,562

 
$
70,810

 
$
(435
)
 
$
(117,937
)
 
$
46,321


25


CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Nine Months Ended September 30, 2016
(Dollars in thousands)
(Unaudited) 
 
Cumulus
Media Inc.
(Parent 
Guarantor)
 
Cumulus
Media
Holdings 
Inc.
(Subsidiary 
Issuer)
 
Subsidiary
Guarantors
 
Subsidiary
Non-guarantors
 
Eliminations
 
Total
Consolidated
Net revenue
$

 
$
165

 
$
841,694

 
$

 
$

 
$
841,859

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Content costs

 

 
312,526

 

 

 
312,526

Selling, general and administrative expenses

 

 
350,719

 
1,755

 

 
352,474

Depreciation and amortization

 
1,219

 
66,804

 

 

 
68,023

Local marketing agreement fees

 

 
10,351

 

 

 
10,351

Corporate expenses (including stock-based compensation expense of $2,403)

 
34,028

 

 

 

 
34,028

Gain on sale of assets or stations

 

 
(97,155
)
 

 

 
(97,155
)
Impairment on intangible assets and goodwill

 

 
1,816

 

 

 
1,816

Total operating expenses

 
35,247

 
645,061

 
1,755

 

 
682,063

Operating (loss) income

 
(35,082
)
 
196,633

 
(1,755
)
 

 
159,796

Non-operating (expense) income:
 
 
 
 
 
 
 
 
 
 
 
Interest (expense) income, net
(6,533
)
 
(97,221
)
 
364

 
(142
)
 

 
(103,532
)
Other income, net

 

 
1,598

 

 

 
1,598

Total non-operating (expense) income, net
(6,533
)
 
(97,221
)
 
1,962

 
(142
)
 

 
(101,934
)
(Loss) income before income taxes
(6,533
)
 
(132,303
)
 
198,595

 
(1,897
)
 

 
57,862

Income tax benefit (expense)
2,613

 
51,219

 
(79,438
)
 
702

 

 
(24,904
)
Earnings (loss) from consolidated subsidiaries
36,878

 
117,962

 
(1,195
)
 

 
(153,645
)
 

Net income (loss)
$
32,958

 
$
36,878

 
$
117,962

 
$
(1,195
)
 
$
(153,645
)
 
$
32,958






26


CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2017
(Dollars in thousands, except for share and per share data)
(Unaudited)
 
Cumulus
Media Inc.
(Parent
Guarantor)
 
Cumulus
Media
Holdings Inc.
(Subsidiary 
Issuer)
 
Subsidiary
Guarantors
 
Subsidiary
Non-guarantors
 
Eliminations
 
Total
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$

 
$
69,431

 
$

 
$

 
$

 
$
69,431

Restricted cash

 
7,680

 

 

 

 
7,680

Accounts receivable, less allowance for doubtful accounts of $5,922

 

 

 
231,630

 

 
231,630

Trade receivable

 

 
4,679

 

 

 
4,679

Asset held for sale

 

 
30,150

 

 

 
30,150

Prepaid expenses and other current assets

 
33,222

 
24,918

 

 

 
58,140

Total current assets

 
110,333

 
59,747

 
231,630

 

 
401,710

Property and equipment, net

 
11,621

 
145,886

 

 

 
157,507

Broadcast licenses

 

 

 
1,539,718

 

 
1,539,718

Other intangible assets, net

 

 
90,369

 

 

 
90,369

Goodwill

 

 
135,214

 

 

 
135,214

Investment in consolidated subsidiaries

 
3,466,078

 
1,002,755

 

 
(4,468,833
)
 

Intercompany receivables

 
110,068

 
1,982,500

 

 
(2,092,568
)
 

Other assets

 
16,706

 
143,886

 
288

 
(143,024
)
 
17,856

Total assets
$

 
$
3,714,806

 
$
3,560,357

 
$
1,771,636

 
$
(6,704,425
)
 
$
2,342,374

Liabilities and Stockholders’ Equity (Deficit)
 
 
 
 
 
 
 
 
 
 


Current liabilities:
 
 
 
 
 
 
 
 
 
 


Accounts payable and accrued expenses
$

 
$
30,190

 
$
66,336

 
$

 
$

 
$
96,526

Trade payable

 

 
3,640

 

 

 
3,640

Total current liabilities

 
30,190

 
69,976

 

 

 
100,166

Long-term debt, excluding 7.75% Senior Notes, net of debt issuance cost/discounts of $24,143

 
1,705,560

 

 

 

 
1,705,560

7.75% Senior Notes, net of debt issuance costs of $4,335

 
605,665

 

 

 

 
605,665

Other liabilities

 
2,932

 
24,303

 

 

 
27,235

Intercompany payables
109,780

 
1,750,870

 

 
231,918

 
(2,092,568
)
 

Accumulated losses in consolidated subsidiaries
380,411

 

 

 

 
(380,411
)
 

Deferred income taxes


 


 


 
536,963

 
(143,024
)
 
393,939

Total liabilities
490,191

 
4,095,217

 
94,279

 
768,881

 
(2,616,003
)
 
2,832,565

Stockholders’ (deficit) equity:
 
 
 
 
 
 
 
 
 
 


Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 32,031,952 shares issued and 29,225,765 shares outstanding
320

 

 

 

 

 
320

Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding
1

 

 

 

 

 
1

Treasury stock, at cost, 2,806,187 shares
(229,310
)
 

 

 

 

 
(229,310
)
Additional paid-in-capital
1,626,237

 
284,143

 
4,318,874

 
1,980,676

 
(6,583,693
)
 
1,626,237

Accumulated (deficit) equity
(1,887,439
)
 
(664,554
)
 
(852,796
)
 
(977,921
)
 
2,495,271

 
(1,887,439
)
Total stockholders’ (deficit) equity
(490,191
)
 
(380,411
)
 
3,466,078

 
1,002,755

 
(4,088,422
)
 
(490,191
)
Total liabilities and stockholders’ equity (deficit)
$

 
$
3,714,806

 
$
3,560,357

 
$
1,771,636

 
$
(6,704,425
)
 
$
2,342,374


27


CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2016
(Dollars in thousands, except for share and per share data)
(Unaudited) 
 
Cumulus
Media Inc.
(Parent
Guarantor)
 
Cumulus
Media
Holdings Inc.
(Subsidiary 
Issuer)
 
Subsidiary
Guarantors
 
Subsidiary
Non-guarantors
 
Eliminations
 
Total
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$

 
$
131,259

 
$

 
$

 
$

 
$
131,259

Restricted cash

 
8,025

 

 

 

 
8,025

Accounts receivable, less allowance for doubtful accounts of $4,691

 

 

 
231,585

 

 
231,585

Trade receivable

 

 
4,985

 

 

 
4,985

Asset held for sale

 

 
30,150

 



 
30,150

Prepaid expenses and other current assets

 
17,321

 
16,602

 

 

 
33,923

Total current assets

 
156,605

 
51,737