CUMULUS MEDIA INC - FORM 10-Q - November 9, 2017

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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

 
231,585

 
—

 
439,927

Property and equipment, net
—

 
4,431

 
157,632

 
—

 
—

 
162,063

Broadcast licenses
—

 
—

 
—

 
1,540,183

 
—

 
1,540,183

Other intangible assets, net
—

 
—

 
116,499

 
—

 
—

 
116,499

Goodwill
—

 
—

 
135,214

 
—

 
—

 
135,214

Investment in consolidated subsidiaries
—

 
3,348,992

 
1,012,947

 
—

 
(4,361,939
)
 
—

Intercompany receivables
—

 
103,593

 
1,848,263

 
—

 
(1,951,856
)
 
—

Other assets
—

 
21,631

 
135,996

 
364

 
(139,186
)
 
18,805

Total assets
$
—

 
$
3,635,252

 
$
3,458,288

 
$
1,772,132

 
$
(6,452,981
)
 
$
2,412,691

Liabilities and Stockholders’ Equity (Deficit)
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Accounts payable and accrued expenses
$
—

 
$
19,994

 
$
76,247

 
$
—

 
$
—

 
$
96,241

Trade payable
—

 
—

 
4,550

 
—

 
—

 
4,550

Total current liabilities
—

 
19,994

 
80,797

 
—

 
—

 
100,791

Long-term debt, excluding 7.75% Senior Notes, net of debt issuance costs/discounts of $29,909
—

 
1,780,357

 
—

 
—

 
—

 
1,780,357

7.75% Senior Notes, net of debt issuance costs of $6,200
—

 
603,800

 
—

 
—

 
—

 
603,800

Other liabilities
—

 
2,932

 
28,499

 
—

 
—

 
31,431

Intercompany payables
103,229

 
1,616,678

 
—

 
231,949

 
(1,951,856
)
 
—

Accumulated losses in consolidated subsidiaries
388,509

 
—

 
—

 
—

 
(388,509
)
 
—

Deferred income taxes
—

 
—

 
—

 
527,236

 
(139,186
)
 
388,050

Total liabilities
491,738

 
4,023,761

 
109,296

 
759,185

 
(2,479,551
)
 
2,904,429

Stockholders’ (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
1,624,815

 
275,107

 
4,191,057

 
1,991,009

 
(6,457,173
)
 
1,624,815

Accumulated (deficit) equity
(1,887,564
)
 
(663,616
)
 
(842,065
)
 
(978,062
)
 
2,483,743

 
(1,887,564
)
Total stockholders’ (deficit) equity
(491,738
)
 
(388,509
)
 
3,348,992

 
1,012,947

 
(3,973,430
)
 
(491,738
)
Total liabilities and stockholders’ equity (deficit)
$
—

 
$
3,635,252

 
$
3,458,288

 
$
1,772,132

 
$
(6,452,981
)
 
$
2,412,691


28

CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
 
 
Net (loss) income
$
(449
)
 
$
(938
)
 
$
(10,731
)
 
$
141

 
$
11,528

 
$
(449
)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
—

 
902

 
46,708

 
—

 
—

 
47,610

Amortization of debt issuance costs/discounts
—

 
7,490

 
—

 
171

 
—

 
7,661

Provision for doubtful accounts
—

 
—

 
4,770

 
—

 
—

 
4,770

Gain on sale of assets or stations
—

 
—

 
(2,585
)
 
—

 
—

 
(2,585
)
Deferred income taxes
(7,040
)
 
(141,059
)
 
156,598

 
(2,036
)
 
—

 
6,463

Stock-based compensation expense
—

 
1,422

 
—

 
—

 
—

 
1,422

Loss on early extinguishment of debt
—

 
1,063

 
—

 
—

 
—

 
1,063

(Earnings) loss from consolidated subsidiaries
938

 
10,731

 
(141
)
 
—

 
(11,528
)
 
—

Changes in assets and liabilities
2,171

 
198,131

 
(233,856
)
 
1,724

 
—

 
(31,830
)
Net cash (used in) provided by operating activities
(4,380
)
 
77,742

 
(39,237
)
 
—

 
—

 
34,125

Cash flows from investing activities
 
 
 
 
 
 
 
 
 
 
 
Proceeds from sale of assets or stations
—

 
—

 
6,090

 
—

 
—

 
6,090

Restricted cash
—

 
345

 
—

 
—

 
—

 
345

Capital expenditures
—

 
(8,092
)
 
(12,553
)
 
—

 
—

 
(20,645
)
Net cash used in investing activities
—

 
(7,747
)
 
(6,463
)
 
—

 
—

 
(14,210
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
Intercompany transactions, net
4,380

 
(50,080
)
 
45,700

 
—

 
—

 
—

Repayments of borrowings under term loans and revolving credit facilities
—

 
(81,652
)
 
—

 
—

 
—

 
(81,652
)
Deferred financing costs
—

 
(91
)
 
—

 
—

 
—

 
(91
)
Net cash provided by (used in) financing activities
4,380

 
(131,823
)
 
45,700

 
—

 
—

 
(81,743
)
Decrease in cash and cash equivalents
—

 
(61,828
)
 
—

 
—

 
—

 
(61,828
)
Cash and cash equivalents at beginning of period
—

 
131,259

 
—

 
—

 
—

 
131,259

Cash and cash equivalents at end of period
$
—

 
$
69,431

 
$
—

 
$
—

 
$
—

 
$
69,431


29

CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
$
32,958

 
$
36,878

 
$
117,962

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

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
—

 
1,219

 
66,804

 
—

 
—

 
68,023

Amortization of debt issuance costs/discount
—

 
7,183

 
—

 
142

 
—

 
7,325

Provision for doubtful accounts
—

 
—

 
1,188

 
—

 
—

 
1,188

Gain on sale of assets or stations
—

 
—

 
(97,155
)
 
—

 
—

 
(97,155
)
Impairment of intangible assets and goodwill
—

 
—

 
1,816

 
—

 
—

 
1,816

Deferred income taxes
(2,613
)
 
(51,219
)
 
79,620

 
(702
)
 
—

 
25,086

Stock-based compensation expense
—

 
2,403

 
—

 
—

 
—

 
2,403

(Loss) earnings from consolidated subsidiaries
(36,878
)
 
(117,962
)
 
1,195

 
—

 
153,645

 
—

Changes in assets and liabilities
—

 
295,419

 
(306,539
)
 
1,755

 
—

 
(9,365
)
Net cash (used in) provided by operating activities
(6,533
)
 
173,921

 
(135,109
)
 
—

 
—

 
32,279

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
 
Proceeds from sale of assets or stations
—

 
—

 
106,935

 
—

 
—

 
106,935

Restricted cash
—

 
3,431

 
—

 
—

 
—

 
3,431

Capital expenditures
—

 
(868
)
 
(15,836
)
 
—

 
—

 
(16,704
)
Net cash provided by investing activities
—

 
2,563

 
91,099

 
—

 
—

 
93,662

Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
Intercompany transactions, net
6,530

 
(50,540
)
 
44,010

 
—

 
—

 
—

Proceeds from exercise of warrants
3

 
—

 
—

 
—

 
—

 
3

Net cash provided by (used in) financing activities
6,533

 
(50,540
)
 
44,010

 
—

 
—

 
3

Increase in cash and cash equivalents
—

 
125,944

 
—

 
—

 
—

 
125,944

Cash and cash equivalents at beginning of period
—

 
31,657

 
—

 
—

 
—

 
31,657

Cash and cash equivalents at end of period
$
—

 
$
157,601

 
$
—

 
$
—

 
$
—

 
$
157,601


30

12. Segment Data

The Company operates in two reportable segments for which there is discrete financial information available and whose operating results are reviewed by the chief operating decision maker. Radio Station Group revenue is derived primarily from the sale of broadcasting time to local, regional, and national advertisers. Westwood One revenue is generated primarily through network advertising. Corporate includes overall executive, administrative and support functions for both of the Company's reportable segments, including programming, finance, legal, human resources and information technology functions.
 
The Company presents segment adjusted EBITDA ("Adjusted EBITDA") as this is the financial metric by which management and the chief operating decision maker allocate resources of the Company and analyze the performance of the Company’s reportable segments. Management also uses this measure to determine the contribution of the Company's core operations to the funding of its corporate resources utilized to manage operations and non-operating expenses including debt service and acquisitions. In addition, segment Adjusted EBITDA, excluding the impact of local marketing agreement fees, is a key metric for purposes of calculating and determining compliance with certain covenants contained in the Company's Credit Agreement.

The Company excludes from Adjusted EBITDA items not related to core operations and those that are non-cash including: depreciation, amortization, stock-based compensation expense, gain or loss on the exchange or sale of any assets or stations, early extinguishment of debt, local marketing agreement fees, expenses relating to acquisitions and restructuring costs and non-cash impairments of assets.

Adjusted EBITDA should not be considered in isolation or as a substitute for net income (loss), operating income, cash flows from operating activities or any other measure for determining the Company’s operating performance or liquidity that is calculated in accordance with GAAP. In addition, Adjusted EBITDA may be defined or calculated differently by other companies, and comparability may be limited.

The Company’s financial data by segment is presented in the tables below:    
 
 
Three Months Ended September 30, 2017
 
 
Radio Station Group
 
Westwood One
 
Corporate and Other
 
Consolidated
Net revenue
 
$
202,852

 
$
83,778

 
$
610

 
$
287,240


 
 
Three Months Ended September 30, 2016
 
 
Radio Station Group
 
Westwood One
 
Corporate and Other
 
Consolidated
Net revenue
 
$
206,199

 
$
79,413

 
$
524

 
$
286,136


 
 
Nine Months Ended September 30, 2017
 
 
Radio Station Group
 
Westwood One
 
Corporate and Other
 
Consolidated
Net revenue
 
$
585,050

 
$
254,867

 
$
1,884

 
$
841,801


 
 
Nine Months Ended September 30, 2016
 
 
Radio Station Group
 
Westwood One
 
Corporate and Other
 
Consolidated
Net revenue
 
$
592,640

 
$
247,507

 
$
1,712

 
$
841,859



31

 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2017
 
2016
 
2017
 
2016
Adjusted EBITDA by segment
 
 
 
 
 
 
 
     Radio Station Group
$
54,660

 
$
56,237

 
$
153,571

 
$
159,278

     Westwood One
17,082

 
(2,689
)
 
42,993

 
17,998

Segment Adjusted EBITDA
71,742

 
53,548

 
196,564

 
177,276

Adjustments
 
 
 
 
 
 
 
     Corporate and other expense
(9,977
)
 
(9,664
)
 
(28,665
)
 
(28,278
)
     Income tax expense
(5,257
)
 
(32,788
)
 
(6,465
)
 
(24,904
)
     Non-operating expense, including net interest expense
(35,336
)
 
(33,908
)
 
(103,700
)
 
(101,934
)
     Local marketing agreement fees
(2,717
)
 
(2,481
)
 
(8,137
)
 
(10,351
)
     Depreciation and amortization
(15,208
)
 
(21,957
)
 
(47,610
)
 
(68,023
)
     Stock-based compensation expense
(354
)
 
(735
)
 
(1,422
)
 
(2,403
)
     Gain on sale of assets or stations
83

 
94,014

 
2,585

 
97,155

     Impairment of intangible assets
—

 
—

 
—

 
(1,816
)
     Loss on early extinguishment of debt
(1,063
)
 
—

 
(1,063
)
 
—

     Acquisition-related and restructuring costs
(499
)
 
450

 
(2,116
)
 
(3,237
)
     Franchise and state taxes
(140
)
 
(158
)
 
(420
)
 
(527
)
Consolidated net income
$
1,274

 
$
46,321

 
$
(449
)
 
$
32,958


13.  Subsequent Event

As previously disclosed, the Company, with the assistance of outside advisors, is in private discussions with its lenders and noteholders to proactively restructure its balance sheet and reduce its debt. In connection with the Company’s ongoing discussions with creditors, 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 due on November 1, 2017, thereby entering into the applicable 30-day grace period under the terms of the Indenture. This nonpayment constitutes a “default” under the terms of the Indenture, which matures into an “Event of Default” 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 give the lenders thereunder the right to declare all amounts outstanding under the Credit Agreement to be immediately due and payable.   

In the event we are not able to satisfactorily restructure or refinance our debt obligations, or the lenders under our Senior Credit Agreement, or the trustee or the holders of our 7.75% Senior Notes, accelerate the amounts due thereunder, we may seek protection from creditors under Chapter 11 of the U.S. Bankruptcy Code.  Any such action could result in a significant or complete loss of value to the holders of our common stock.


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

In the following Management's Discussion and Analysis, we provide information regarding the following areas:
l
General Overview;
 
 
 
l
Results of Operations; and
 
 
 
l
Liquidity and Capital Resources.
 
 
 

32

General Overview
The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included elsewhere in this quarterly report and our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2016. This discussion, as well as various other sections of this quarterly report, contains and refers to statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such statements relate to our intent, belief or current expectations primarily with respect to our future operating, financial and strategic performance. Any such forward-looking statements are not guarantees of future performance and may involve risks and uncertainties. Historical operating results are not necessarily indicative of future operating results. Actual future results may differ from those contained in or implied by the forward-looking statements as a result of various factors including, but not limited to, risks and uncertainties relating to the need for additional funds to service our debt and to execute our business strategy, our need to restructure or refinance our debt and the terms on which any such restructuring or refinancing may be completed, including through any court-approved restructuring, our ability to access borrowings under our revolving credit facility, further reductions in revenue from market pressures or otherwise, our ability from time to time to renew one or more of our broadcast licenses, changes in interest rates, changes in the fair value of our investments, the timing of, and our ability to complete any acquisitions or dispositions pending from time to time, costs and synergies resulting from the integration of any completed acquisitions, our ability to effectively manage costs, our ability to drive and manage growth, the popularity of radio as a broadcasting and advertising medium, changing consumer tastes, the impact of general economic conditions in the United States or in specific markets in which we currently do business, industry conditions, including existing competition and future competitive technologies and cancellation, disruptions or postponements of advertising schedules in response to national or world events, our ability to generate revenues from new sources, including local commerce and technology-based initiatives, the impact of regulatory rules or proceedings that may affect our business from time to time, our ability to successfully appeal the notice of delisting our Class A common stock from the NASDAQ stock market ("NASDAQ"), the future write off of any material portion of the fair value of our FCC broadcast licenses and goodwill, and other risk factors described from time to time in our filings with the Securities and Exchange Commission, including our Form 10-K for the year ended December 31, 2016 (the “2016 Form 10-K”) and any subsequent filings. Many of these risks and uncertainties are beyond our control, and the unexpected occurrence or failure to occur of any such events or matters could significantly alter our actual results of operations or financial condition.

For additional information about certain of the matters discussed and described in the following Management’s Discussion and Analysis of Financial Condition and Results of Operations, including certain defined terms used herein, see the notes to the accompanying unaudited condensed consolidated financial statements included elsewhere in this quarterly report.
Our Business and Operating Overview

A leader in the radio broadcasting industry, Cumulus Media combines high-quality local programming with iconic, nationally syndicated media, sports and entertainment brands to deliver premium content choices to the 245 million people reached each week through its 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.
Liquidity Considerations
    
Historically, our principal needs for funds have been for acquisitions, expenses associated with our station, network advertising and corporate operations, capital expenditures, and interest and debt service payments. We believe that our funding needs in the future will be for substantially similar matters.


33

Our principal sources of funds have primarily been cash flow from operations and borrowings under credit facilities in existence from time to time. Our cash flow from operations is subject to factors such as fluctuations in preferred advertising media and changes in demand caused by shifts in population, station listenership, demographics, and audience tastes. In addition, our cash flows may be affected if customers are not able to pay, or delay payment of, accounts receivable that are owed to us, which risks may be exacerbated in challenging or otherwise uncertain economic periods. In recent periods, the Company has experienced reductions in revenue and profitability from prior historical periods because of continuing market revenue pressures and cost escalations built into certain contracts. As disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2016, as part of the Company’s annual impairment analysis, the Company reduced its forecasted revenue and profitability. This reduction was based on a number of factors including overall industry trends and the Company’s actual performance in 2016. Management has taken steps to mitigate these risks and reductions through renewed business generation activities and cost containment initiatives, although we can provide no assurances as to the longer-term success of these efforts. In addition, we believe that our national platform and extensive station portfolio representing a broad diversity in format, listener base, geography, and advertiser base helps us maintain a more stable revenue stream by reducing our dependence on any single demographic, region or industry. Future reductions in revenue or profitability are possible and could have a material adverse effect on the Company's results of operations, financial condition or liquidity. From time to time we have evaluated, and expect that we will continue to evaluate, opportunities to obtain additional public or private capital from the divestiture of radio stations or other assets that are not a part of, or do not complement, our strategic operations, as well as the issuance of equity and/or debt securities, in each case subject to market and other conditions in existence at that time. For the nine months ended September 30, 2017, the Company generated $34.1 million in cash from operations.

From time to time we have evaluated, and expect that we will continue to evaluate, opportunities to obtain additional public or private capital from the divestiture of radio stations or other assets that are not a part of, or do not complement, our strategic operations, as well as the issuance of equity and/or debt securities, in each case subject to market and other conditions in existence at that time.

We are party to various agreements intended to supplement our cash flows from operations. Our Amended and Restated Credit Agreement, dated as of December 23, 2013 (the "Credit Agreement"), consists of a term loan (the “Term Loan”) maturing in December 2020 and a $200.0 million revolving credit facility (the "Revolving Credit Facility"), with a $30.0 million sublimit for letters of credit maturing in December 2018.

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

The Company's outstanding $610.0 million of 7.75% senior notes due 2019 (the "7.75% Senior Notes") mature on May 1, 2019. Notwithstanding the stated maturity date of the Term Loan, as a result of a springing maturity provision, if on January 30, 2019, the aggregate principal amount of 7.75% Senior Notes outstanding exceeds $200.0 million, the Term Loan maturity date will be accelerated to January 30, 2019.

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 that ratio periodically decreases until it reaches 4.0 to 1.0 on March 31, 2018. As we currently have no borrowings outstanding under the Revolving Credit Facility, we are not required to comply with that ratio. However, as of September 30, 2017, our actual leverage ratio exceeded the required ratio.

We are also party to a five-year, $50.0 million revolving accounts receivable securitization facility entered into on December 6, 2013 (the “Securitization Facility”) with Wells Fargo (as successor to General Electric Capital Corporation), as a lender, swing line lender and administrative agent (together with any other lenders party thereto from time to time, the “Lenders”). Pursuant to a Receivables Sale and Servicing Agreement, dated as of December 6, 2013 (the “Sale Agreement”), certain subsidiaries of the Company sell and/or contribute their existing and future 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.

At September 30, 2017, our long-term debt consisted of $1.729 billion outstanding under the Term Loan and $610.0 million in 7.75% Senior Notes. No amounts were outstanding under the Revolving Credit Facility or the Securitization Facility.

34

On January 3, 2014 (the "Commencement Date”), Merlin Media, LLC (“Merlin”) and the Company entered into a local marketing agreement. Under this local marketing agreement, 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 also entered into an agreement pursuant to which the Company had 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 2, 2018.
On October 6, 2017, Merlin notified the Company that it was exercising the right to require the Company to acquire the stations.

In accordance with the requirements of Accounting Standards Update (“ASU”), or ASU 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40), or 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. 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.
    
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, 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.     
    
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 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

35

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.

As previously disclosed, based on the results of required annual or interim impairment testing in certain recent historical periods, we incurred non-cash impairment charges against intangible assets and goodwill, including charges of $603.1 million for the year ended December 31, 2016. Such non-cash charges reduced our reported operating results in those periods; however, as these charges did not require a cash outlay, they had no effect on our liquidity position in the near term. As described elsewhere herein, we did not incur any impairment charges during the three and nine months ended September 30, 2017. Any future impairment charges could materially adversely affect our financial results in the periods in which they are recorded.

As previously disclosed, on March 21, 2017, the Company received a notification from the NASDAQ indicating that the Company was not in compliance with NASDAQ Listing Rule 5550(b)(1) (the "Equity Listing Rule") because the Company's stockholder's equity was below the minimum required amount, and because the Company did not meet the alternative continued listing standards of that Rule.  Separately, on April 5, 2017, the Company received a notification from the NASDAQ indicating that the Company was not in compliance with NASDAQ Listing Rule 5550(a)(2) (the "Bid Price Rule") because the bid price of the Company’s Class A common stock had closed below $1.00 per share for 30 consecutive business days.     
    
On September 1, 2017 and October 3, 2017, the Company received letters from NASDAQ (the “Notices”) to delist the Company’s shares from the Nasdaq Capital Market for noncompliance under the Equity Listing Rule and Bid Price Rule, respectively. In accordance with the Listing Rules of NASDAQ, the Company filed an appeal of the pending delisting actions.
 
On October 26, 2017, we appeared before The NASDAQ Hearings Panel, where we appealed the Nasdaq Listing Qualification determination to delist the Company's securities from The Nasdaq Capital Market. The Company’s Class A common stock will continue to trade on the Nasdaq Capital Market while the appeal hearing is pending. As previously stated, there can be no assurance that the Company will be successful in its appeal and that the NASDAQ hearings panel will grant the Company’s request for an extension of time to regain compliance with either the Rule or the Equity Rule. In each event, if the Company is unsuccessful in its appeal, or it is not able to regain compliance with the Rule or the Equity Rule within any extension of time granted by the NASDAQ hearings panel, the Company expects that trading in its Class A common stock would thereafter be suspended and the stock would be removed from listing on NASDAQ. If the Company’s Class A common stock is removed from listing on NASDAQ, the Company expects that such stock would be eligible to be traded on the OTC Markets, an electronic quotation service operated by OTC Markets Group Inc. for eligible securities traded over-the-counter, on or about the same day or shortly thereafter.
    
Our inability to maintain the listing of our Class A common stock on the NASDAQ stock market may adversely affect the liquidity and market price of our Class A common 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 will 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.

Seasonality and Cyclicality
Our advertising revenues vary by quarter throughout the year. As is typical with advertising revenue supported businesses, our first calendar quarter typically produces the lowest revenues of any quarter during the year, as advertising generally declines following the winter holidays. The second and fourth calendar quarters typically produce the highest

36

revenues for the year. In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political candidates, political parties and special interest groups. This political spending typically is heaviest during the fourth quarter.

Advertising Revenue and Adjusted EBITDA

Our primary source of revenue is the sale of advertising time. Our sales of advertising time are primarily affected by the demand from local, regional and national advertisers, which also impacts the advertising rates we charge. Advertising demand and rates are based primarily on the ability to attract audiences in the demographic groups targeted by such advertisers, as measured principally by various ratings agencies on a periodic basis. We endeavor to provide compelling programming and form connections between our on-air talent and listeners in order to develop strong listener loyalty, and we believe that the diversification of our formats and programs, including non-music formats and proprietary content, helps to insulate us from the effects of changes in the musical tastes of the public with respect to any particular format.

We strive to maximize revenue by managing our on-air inventory of advertising time and adjusting prices based on supply and demand. The optimal number of advertisements available for sale depends on the programming format of a particular radio program. Each program has a general target level of on-air inventory available for advertising. This target level of advertising inventory may vary at different times of the day but tends to remain stable over time. We seek to broaden our base of advertisers in each of our markets by providing a wide array of audience demographic segments across each cluster of stations, thereby providing potential advertisers with an effective means to reach a targeted demographic group. Our advertising contracts are generally short-term. We generate most of our revenue from local and regional advertising, which is sold primarily by a station’s sales staff.

In addition to local and regional advertising revenues, we monetize our available inventory in both national spot and network sales marketplaces using our national platform. To effectively deliver network advertising for our customers, we distribute content and programming through third party affiliates in order to reach a broader national audience. Typically, in exchange for the right to broadcast radio network programming, third party affiliates remit a portion of their advertising time to us, which is then aggregated into packages focused on specific demographic groups and sold by us to our advertiser clients that want to reach those demographic groups on a national basis.

In the broadcasting industry, we sometimes utilize trade or barter agreements that exchange advertising time for goods or services such as travel or lodging, instead of for cash. Trade revenue totaled $28.9 million and $26.5 million for the nine months ended September 30, 2017 and 2016, respectively.

We continually evaluate opportunities to increase revenues through new platforms, including technology-based initiatives. As a result of those revenue increasing opportunities through new platforms, our operating results in any period may be affected by the incurrence of advertising and promotion expenses that typically do not have an effect on revenue generation until future periods, if at all. In addition, as part of this evaluation we also from time to time reorganize and discontinue certain redundant and/or unprofitable content vehicles across our platform which we expect will impact our broadcast revenues in the future. To date inflation has not had a material effect on our revenues or results of operations, although no assurances can be provided that material inflation in the future would not materially adversely affect us.
    
Consolidated Adjusted EBITDA and segment Adjusted EBITDA are the financial metrics by which management and the chief operating decision maker allocate resources of the Company and analyze the performance of the Company as a whole and each of our reportable segments, respectively. Management also uses this measure to determine the contribution of our core operations to the funding of our corporate resources utilized to manage our operations and our non-operating expenses including debt service and acquisitions. In addition, consolidated Adjusted EBITDA, excluding the impact of local marketing agreement fees, is a key metric for purposes of calculating and determining our compliance with certain covenants contained in our Credit Agreement.

The Company excludes from Adjusted EBITDA items not related to core operations and those that are non-cash including: depreciation, amortization, stock-based compensation expense, gain or loss on the exchange or sale of any assets or stations, early extinguishment of debt, local marketing agreement fees, expenses relating to acquisitions, restructuring costs and non-cash impairments of assets.

Management believes that Adjusted EBITDA, although not a measure that is calculated in accordance with GAAP, is commonly employed by the investment community as a measure for determining the market value of a media company and comparing the operational and financial performance among media companies. Management has also observed that Adjusted

37

EBITDA is routinely utilized to evaluate and negotiate the potential purchase price for media companies. Given the relevance to our overall value, management believes that investors consider the metric to be extremely useful.

Adjusted EBITDA should not be considered in isolation or as a substitute for net income (loss), operating income, cash flows from operating activities or any other measure for determining the Company’s operating performance or liquidity that is calculated in accordance with GAAP. In addition, Adjusted EBITDA may be defined or calculated differently by other companies, and comparability may be limited.

Consolidated Results of Operations
      
Analysis of Consolidated Results of Operations

A quantitative reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, follows in this section.
    
The following selected data from our unaudited condensed consolidated statements of operations and other supplementary data should be referred to while reading the results of operations discussion that follows (dollars in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
% Change
Three Months
Ended
 
% Change
Nine Months
Ended
 
2017

2016
 
2017
 
2016
 
 
 
 
STATEMENT OF OPERATIONS DATA:
 
 
 
 
 
 
 
 
 
 
 
Net revenue
$
287,240

 
$
286,136

 
$
841,801

 
$
841,859

 
0.4
 %
 
—
 %
Content costs
96,321

 
115,348

 
291,390

 
312,526

 
(16.5
)%
 
(6.8
)%
Selling, general and administrative expenses
119,293

 
117,387

 
354,189

 
352,474

 
1.6
 %
 
0.5
 %
Depreciation and amortization
15,208

 
21,957

 
47,610

 
68,023

 
(30.7
)%
 
(30.0
)%
Local marketing agreement fees
2,717

 
2,481

 
8,137

 
10,351

 
9.5
 %
 
(21.4
)%
Corporate expenses (including stock-based compensation expense)
10,853

 
9,960

 
32,281

 
34,028

 
9.0
 %
 
(5.1
)%
Gain on sale of assets or stations
(83
)
 
(94,014
)
 
(2,585
)
 
(97,155
)
 
(99.9
)%
 
(97.3
)%
Impairment of intangible assets and goodwill
—

 
—

 
—

 
1,816

 
**
 
**
Operating income
42,931

 
113,017

 
110,779

 
159,796

 
(62.0
)%
 
(30.7
)%
Interest expense
(35,335
)
 
(34,929
)
 
(103,742
)
 
(103,896
)
 
(1.2
)%
 
0.1
 %
Interest income
34

 
139

 
106

 
364

 
(75.5
)%
 
(70.9
)%
Loss on early extinguishment of debt
(1,063
)
 
—

 
(1,063
)
 
—

 
**
 
**
Other (expense) income, net
(36
)
 
882

 
(64
)
 
1,598

 
(104.1
)%
 
(104.0
)%
Income before income taxes
6,531

 
79,109

 
6,016

 
57,862

 
(91.7
)%
 
(89.6
)%
Income tax expense
(5,257
)
 
(32,788
)
 
(6,465
)
 
(24,904
)
 
(84.0
)%
 
74.0
 %
Net income (loss)
$
1,274

 
$
46,321

 
$
(449
)
 
$
32,958

 
(97.2
)%
 
(101.4
)%
KEY FINANCIAL METRIC:
 
 
 
 
 
 
 
 


 
 
Adjusted EBITDA
$
61,765

 
$
43,884

 
$
167,899

 
$
148,998

 
40.7
 %
 
12.7
 %
 
 
 
 
 
 
 
 
 
 
 
 
** Calculation is not meaningful
 
 
 
 
 
 
 
 
 
 


38

Three Months Ended September 30, 2017 Compared to the Three Months Ended September 30, 2016
Net Revenue
Broadcast advertising revenue. Most of our revenue is generated through the sale of terrestrial, also known as broadcast, radio advertising time to local, regional, and national clients. Local spot and regional spot advertising is sold by Cumulus employed sales executives. National spot advertising for our owned-and-operated stations is marketed and sold by both Katz Media in an outsourced arrangement as well as our own internal national sales team, which collectively markets to advertisers under the sales brand of Westwood One Media Sales. Network advertising airing across our owned, operated and affiliated stations is sold by our internal sales team located across the United States under the Westwood One Networks brand to predominantly national and regional advertisers.
Digital advertising revenue. We generate digital advertising revenue from the sale of advertising and promotional opportunities across our streaming audio network, digital commerce platform, websites and mobile applications. We operate the fourth largest streaming audio advertising network in the United States, including owned and operated internet radio simulcast stations, and other third party digital audio companies with whom we have advertising reseller agreements. Additionally, we sell digital advertising adjacent to or embedded in podcasts through our network of owned and third party podcasts. Our digital commerce platform utilizes couponing and discounted daily deals to create promotional opportunities for local, regional and national clients under our Sweet Deals and Incentrev brands. We also sell banner and other display ads across more than 400 local radio station websites, mobile applications, and ancillary custom client microsites.
Political advertising revenue. Political advertising revenue is generated across all of our broadcast and digital assets, but we highlight it as a separate category to distinguish its highly cyclical nature versus core revenue. Political advertising is generally strongest during even-numbered years, especially in the fourth quarter of such years, when most national and state elections are conducted. In addition to candidate advertising revenue, we also receive advertising revenue from special interest and advocacy groups.
License Fees & Other. All other non-advertising based revenue types where the Company participates are aggregated in our License Fees & Other revenue category. This includes fees we receive for content licensing, third party network compensation, proprietary software licensing, subleases and rents (predominantly for owned towers), and all other revenue.
Net revenue for the three months ended September 30, 2017 increased $1.1 million, or 0.4%, to $287.2 million, compared to $286.1 million for the three months ended September 30, 2016. The increase resulted primarily from increases of $4.0 million and $0.7 million in license fees and other and digital advertising, respectively, partially offset by decreases of $1.8 million and $1.8 million in broadcast advertising and political advertising, respectively. For a discussion of net revenue by segment and a comparison between the three months ended September 30, 2017 and the three months ended September 30, 2016, see the discussion under "Segment Results of Operations."
Content Costs
Content costs consist of all costs related to the licensing, acquisition and development of our programming.
Content costs for the three months ended September 30, 2017 decreased by $19.0 million, or 16.5%, to $96.3 million, compared to $115.3 million for the three months ended September 30, 2016. The decrease was primarily driven by the impact of an expense of $14.4 million at Westwood One incurred during the third quarter of 2016, related to payments to CBS to resolve previously disputed syndicated programming and network inventory expenses, and lower content costs at the Station Group, partially offset by higher content costs at Westwood One associated with increased revenue.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consist of expenses related to our sales efforts and distribution of our content across our platform and overhead in our markets.
Selling, general and administrative expenses for the three months ended September 30, 2017 increased by $1.9 million, or 1.6%, to $119.3 million compared to $117.4 million for the three months ended September 30, 2016. The increase resulted primarily from an increase of $2.1 million in bad debt expense.
Depreciation and Amortization
Depreciation and amortization for the three months ended September 30, 2017 decreased $6.7 million, or 30.7%, to $15.2 million, compared to $22.0 million for the three months ended September 30, 2016. This decrease was primarily caused by a

39

decrease in amortization expense of our definite-lived intangible assets, which resulted from the amortization methodology we apply based on the expected pattern in which the underlying assets' economic benefits are consumed.
Corporate Expenses, Including Stock-based Compensation Expense
Corporate expenses consist primarily of compensation and related costs for our executive, finance, human resources, information technology and legal personnel, and fees for professional services. Professional services are principally comprised of audit, consulting and outside legal services.
Corporate expenses, including stock-based compensation expense, for the three months ended September 30, 2017 increased $0.9 million, or 9.0%, to $10.9 million, compared to $10.0 million for the three months ended September 30, 2016. This increase was primarily driven by an increase in restructuring related costs.

Gain on Sale of Assets or Stations
During the three months ended September 30, 2017 we recorded a gain on sale of assets or stations of $0.1 million. During the three months ended September 30, 2016, we completed the sale of certain land and buildings for $110.6 million in cash which resulted in a one-time net gain of $94.0 million.
Interest Expense
Total interest expense for the three months ended September 30, 2017 increased $0.4 million, or 1.2%, to $35.3 million compared to $34.9 million for the three months ended September 30, 2016. The majority of the increase resulted from an increase in interest rates.
The following summary details the components of our total interest expense (dollars in thousands):
 
Three Months Ended September 30,
 
2017 vs 2016
 
2017
 
2016
 
$ Change
 
% Change
7.75% Senior Notes
$
11,819

 
$
11,819

 
$
—

 
—
%
Bank borrowings – term loans and revolving credit facilities
20,234

 
19,973

 
261

 
1.3
%
Other, including debt issue cost amortization
3,282

 
3,137

 
145

 
4.6
%
Interest expense
$
35,335

 
$
34,929

 
$
406

 
1.2
%
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%. The difference between the effective tax rate and the federal statutory rate of 35.0% for the three months ended September 30, 2017 primarily relates to state and local income taxes, and 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.
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% for the three months ended September 30, 2016 relates 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 for differences between the amounts estimated in the tax provision and the actual amounts in the tax return.
The accompanying unaudited interim condensed consolidated financial statements 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. 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.


40

Adjusted EBITDA
As a result of the factors described above, Adjusted EBITDA for the three months ended September 30, 2017 increased 40.7% or $17.9 million to $61.8 million from $43.9 million for the three months ended September 30, 2016. For a discussion of Adjusted EBITDA by segment and a comparison between the three months ended September 30, 2017 and the three months ended September 30, 2016, see the discussion under "Segment Results of Operations."
Reconciliation of Non-GAAP Financial Measure
The following table reconciles Adjusted EBITDA to net income (the most directly comparable financial measure calculated and presented in accordance with GAAP) as presented in the accompanying unaudited consolidated statements of operations (dollars in thousands):
 
Three Months Ended September 30,
 
% Change
Three Months
Ended
 
2017
 
2016
 
 
GAAP net income
$
1,274

 
$
46,321

 
(97.2
)%
Income tax expense
5,257

 
32,788

 
(84.0
)%
Non-operating expenses, net - including interest expense
35,336

 
33,908

 
4.2
 %
Local marketing agreement fees
2,717

 
2,481

 
9.5
 %
Depreciation and amortization
15,208

 
21,957

 
(30.7
)%
Stock-based compensation expense
354

 
735

 
(51.8
)%
Gain on sale of assets or stations
(83
)
 
(94,014
)
 
**
Loss on early extinguishment of debt
1,063

 
—

 
**
Acquisition-related and restructuring costs (credits)
499

 
(450
)
 
**
Franchise and state taxes
140

 
158

 
(11.4
)%
Adjusted EBITDA
$
61,765

 
$
43,884

 
40.7
 %
 
 
 
 
 
 
** Calculation is not meaningful
 
 
 
 
 

Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016
Net revenue for the nine months ended September 30, 2017 remained relatively flat at $841.8 million, compared to $841.9 million for the nine months ended September 30, 2016. Political advertising and broadcast advertising revenue decreased by $4.7 million and $1.1 million, respectively, partially offset by increases of $2.9 million and $2.8 million in digital and license fee and other revenue, respectively. For a discussion of net revenue by segment and a comparison between the nine months ended September 30, 2017 and the nine months ended September 30, 2016, see "Segment Results of Operations."
Content Costs
Content costs for the nine months ended September 30, 2017 decreased by $21.1 million, or 6.8%, to $291.4 million, compared to $312.5 million for the nine months ended September 30, 2016. The decrease was driven primarily by the impact of the $14.4 million expense at Westwood One incurred during the third quarter of 2016 related to payments to CBS to resolve previously disputed syndicated programming and network inventory expenses, $3.2 million of expense in the second quarter of 2016 that related to a one-time correction to music licensing fees and certain content cost savings at Westwood One and the Station Group, partially offset by higher content costs at Westwood One associated with increased revenue.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the nine months ended September 30, 2017 remained relatively flat, increasing by $1.7 million, to $354.2 million compared to $352.5 million for the nine months ended September 30, 2016.
Depreciation and Amortization
Depreciation and amortization for the nine months ended September 30, 2017 decreased $20.4 million, or 30.0%, to $47.6 million, compared to $68.0 million for the nine months ended September 30, 2016. This decrease was primarily caused

41

by a decrease in amortization expense of our definite-lived intangible assets, which resulted from the amortization methodology we apply to these assets that is based on the expected pattern in which the underlying assets' economic benefits are consumed.
Corporate Expenses, Including Stock-based Compensation Expense
Corporate expenses, including stock-based compensation expense, for the nine months ended September 30, 2017 decreased $1.7 million, or 5.1%, to $32.3 million, compared to $34.0 million for the nine months ended September 30, 2016. This decrease was caused by decreases in professional services, restructuring related costs, and stock-based compensation expense.
Impairment of Intangible Assets and Goodwill

During the nine months ended September 30, 2016, we recorded an impairment charge to our definite-lived intangible assets of $1.8 million related to the re-positioning of the print publication of NASH Country Weekly to a digital only publication. There were no similar impairments for the nine months ended September 30, 2017.

Gain on Sale of Assets or Stations
During the nine months ended September 30, 2017, we recorded a gain of $2.6 million primarily related to the sale of land in our Salt Lake City, Utah market. During the three months ended September 30, 2016, we completed the sale of certain land and buildings for $110.6 million which resulted in a one-time net gain of $94.0 million.
Interest Expense
Total interest expense for the nine months ended September 30, 2017 decreased $0.2 million, or 0.1% to $103.7 million compared to $103.9 million for the nine months ended September 30, 2016. The majority of the decrease resulted from a reduction in total debt principal balances between the comparative periods.
The following summary details the components of our total interest expense (dollars in thousands):
 
Nine Months Ended September 30,
 
2017 vs 2016
 
2017
 
2016
 
$ Change
 
% Change
7.75% Senior Notes
$
35,456

 
$
35,456

 
$
—

 
—
 %
Bank borrowings – term loans and revolving credit facilities
58,994

 
59,485

 
(491
)
 
(0.8
)%
Other, including debt issue cost amortization
9,292

 
8,955

 
337

 
3.8
 %
Interest expense
$
103,742

 
$
103,896

 
$
(154
)
 
(0.1
)%
Income Taxes
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 income taxes, the tax effect of certain statutory non-deductible items, the tax effect of stock option terminations and forfeitures, the tax effect of changes in uncertain tax positions, and enacted changes to state and local tax laws.
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, the tax effect of changes in uncertain tax positions, enacted changes to state and local tax laws, as well as adjustments for differences between the amounts estimated in the tax provision and the actual amounts in the tax return.
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. If

42

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.
Adjusted EBITDA
As a result of the factors described above, Adjusted EBITDA for the nine months ended September 30, 2017 increased 12.7% or $18.9 million to $167.9 million from $149.0 million for the nine months ended September 30, 2016. For a discussion of Adjusted EBITDA by segment and a comparison between the nine months ended September 30, 2017 and the three months ended September 30, 2016, see the discussion under "Segment Results of Operations."
Reconciliation of Non-GAAP Financial Measure
The following table reconciles Adjusted EBITDA to net (loss) income, the most directly comparable financial measure calculated and presented in accordance with GAAP, as presented in the accompanying unaudited consolidated statements of operations (dollars in thousands):
 
Nine Months Ended September 30,
 
% Change
Nine Months
Ended
 
2017
 
2016
 
 
GAAP net (loss) income
$
(449
)
 
$
32,958

 
(101.4
)%
Income tax expense
6,465

 
24,904

 
(74.0
)%
Non-operating expenses, net - including interest expense
103,700

 
101,934

 
1.7
 %
Local marketing agreement fees
8,137

 
10,351

 
(21.4
)%
Depreciation and amortization
47,610

 
68,023

 
(30.0
)%
Stock-based compensation expense
1,422

 
2,403

 
(40.8
)%
Gain on sale of assets or stations
(2,585
)
 
(97,155
)
 
97.3
 %
Impairment of intangible assets and goodwill
—

 
1,816

 
**
Loss on early extinguishment of debt
1,063

 
—

 
**
Acquisition-related and restructuring costs
2,116

 
3,237

 
(34.6
)%
Franchise and state taxes
420

 
527

 
(20.3
)%
Adjusted EBITDA
$
167,899

 
$
148,998

 
12.7
 %
 
 
 
 
 
 
** Calculation is not meaningful
 
 
 
 
 

Segment Results of Operations

The Company operates in two reportable segments for which there is discrete financial information available and whose operating results are reviewed by the chief operating decision maker. Radio Station Group revenue is derived primarily from the sale of broadcasting time to local, regional, and national advertisers. Westwood One revenue is generated primarily through network advertising. Corporate includes overall executive, administrative and support functions for both of our reportable segments, including programming, finance, legal, human resources and information technology functions.
As described above, the Company presents Adjusted EBITDA as the financial metric utilized by management to analyze the performance of each of our reportable segments. The reconciliation of segment Adjusted EBITDA to net income (loss) is presented in Note 12, "Segment Data" of the notes to the condensed consolidated financial statements.
The Company’s financial data by segment is presented in the tables below:

43

 
 
Three Months Ended September 30, 2017
 
 
Radio Station Group
 
Westwood One
 
Corporate and Other
 
Consolidated
Net revenue
 
$
202,852

 
$
83,778

 
$
610

 
$
287,240

% of total revenue
 
70.6
 %
 
29.2
%
 
0.2
%
 
100.0
%
$ change from three months ended September 30, 2016
 
$
(3,347
)
 
$
4,365

 
$
86

 
$
1,104

% change from three months ended September 30, 2016
 
(1.6
)%
 
5.5
%
 
16.4
%
 
0.4
%

 
 
Three Months Ended September 30, 2016
 
 
Radio Station Group
 
Westwood One
 
Corporate and Other
 
Consolidated
Net revenue
 
$
206,199

 
$
79,413

 
$
524

 
$
286,136

% of total revenue
 
72.1
%
 
27.8
%
 
0.1
%
 
100.0
%
Net revenue for the three months ended September 30, 2017 increased $1.1 million, or 0.4%, to $287.2 million, compared to $286.1 million for the three months ended September 30, 2016. The increase resulted from an increase of $4.4 million at Westwood One, partially offset by a decrease of $3.3 million at the Radio Station Group, while Corporate and Other was flat in comparison to the 2016 period. The increase at Westwood One was primarily caused by an increase in network advertising sales, partially offset by decreases in other revenues. The decrease at the Radio Station Group was a result of a decline of local advertising and political revenue.
 
 
Three Months Ended September 30, 2017
 
 
Radio Station Group
 
Westwood One
 
Corporate and Other
 
Consolidated
Adjusted EBITDA
 
$
54,660

 
$
17,082

 
$
(9,977
)
 
$
61,765

$ change from three months September 30, 2016
 
$
(1,577
)
 
$
19,771

 
$
(313
)
 
$
17,881

% change from three months ended September 30, 2016
 
(2.8
)%
 
**

 
(3.2
)%
 
40.7
%

 
 
Three Months Ended September 30, 2016
 
 
Radio Station Group
 
Westwood One
 
Corporate and Other
 
Consolidated
Adjusted EBITDA
 
$
56,237

 
$
(2,689
)
 
$
(9,664
)
 
$
43,884

Adjusted EBITDA for the three months ended September 30, 2017 increased $17.9 million, or 40.7%, to $61.8 million from $43.9 million for the three months ended September 30, 2016. Adjusted EBITDA increased $19.8 million at Westwood One partially offset by a decreases of $1.6 million and $0.3 million within the Radio Station Group and Corporate and Other, respectively. The increase in Adjusted EBITDA at Westwood One was primarily caused by a $4.4 million increase in revenue, and a decrease in expenses of $14.4 million at Westwood One related to payments to CBS during the third quarter of 2016, to resolve previously disputed syndicated programming and network inventory expenses, partially offset by increases in expenses related to the higher revenue. The decrease in Adjusted EBITDA at Radio Station Group was caused by a decrease in revenue, which was partially offset by a decrease in content and personnel expenses.

44

 
 
Nine Months Ended September 30, 2017
 
 
Radio Station Group
 
Westwood One
 
Corporate and Other
 
Consolidated
Net revenue
 
$
585,050

 
$
254,867

 
$
1,884

 
$
841,801

% of total revenue
 
69.5
 %
 
30.3
%
 
0.2
%
 
100.0
 %
$ change from nine months ended September 30, 2016
 
$
(7,590
)
 
$
7,360

 
$
172

 
$
(58
)
% change from nine months ended September 30, 2016
 
(1.3
)%
 
3.0
%
 
10.0
%
 
—
 %

 
 
Nine Months Ended September 30, 2016
 
 
Radio Station Group
 
Westwood One
 
Corporate and Other
 
Consolidated
Net revenue
 
$
592,640

 
$
247,507

 
$
1,712

 
$
841,859

% of total revenue
 
70.4
%
 
29.4
%
 
0.2
%
 
100.0
%
Net revenue for the nine months ended September 30, 2017 decreased $0.1 million, to $841.8 million, compared to $841.9 million for the nine months ended September 30, 2016. The decrease was a result of a $7.6 million revenue decline at the Radio Station Group, partially offset by a $7.4 million revenue increase at Westwood One, and a $0.2 million revenue increase in Corporate and Other revenue. Declines in local advertising revenue and political advertising revenue were partially offset by an increase in digital revenue at the Radio Station Group. The increase at Westwood One was primarily caused by an increase in network advertising sales, partially offset by decreases in other revenues.
 
 
Nine Months Ended September 30, 2017
 
 
Radio Station Group
 
Westwood One
 
Corporate and Other
 
Consolidated
Adjusted EBITDA
 
$
153,571

 
$
42,993

 
$
(28,665
)
 
$
167,899

$ change from nine months ended September 30, 2016
 
$
(5,707
)
 
$
24,995

 
$
(387
)
 
$
18,901

% change from nine months ended September 30, 2016
 
(3.6
)%
 
**

 
(1.4
)%
 
12.7
%

 
 
Nine Months Ended September 30, 2016
 
 
Radio Station Group
 
Westwood One
 
Corporate and Other
 
Consolidated
Adjusted EBITDA
 
$
159,278

 
$
17,998

 
$
(28,278
)
 
$
148,998

Adjusted EBITDA for the nine months ended September 30, 2017 increased $18.9 million, or 12.7%, to $167.9 million from $149.0 million for the nine months ended September 30, 2016. Adjusted EBITDA at Westwood One increased by $25.0 million, partially offset by decreases of $5.7 million at the Radio Station Group and $0.4 million at Corporate and Other. Adjusted EBITDA at Westwood One increased as a result of $7.4 million of increased revenues and a $14.4 million decrease in expenses at Westwood One related to payments to CBS during the third quarter of 2016, to resolve previously disputed syndicated programming and network inventory expenses, partially offset by increases in expenses related to the higher revenue. Adjusted EBITDA at Radio Station Group decreased as a result of a $7.6 million decline in revenue which was partially offset by lower expenses, including as a result of a $3.2 million expense in the second quarter of 2016 related to a one-time correction to music licensing fees and a decrease in content and personnel expenses.

45

The following tables reconcile segment net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to segment Adjusted EBITDA, for the three and nine months ended September 30, 2017 and 2016 (dollars in thousands):
 
 
Three Months Ended September 30, 2017
 
 
Radio Station Group
 
Westwood One
 
Corporate and Other
 
Consolidated
GAAP net income (loss)
 
$
42,702

 
$
11,107

 
$
(52,535
)
 
$
1,274

Income tax expense
 
—

 
—

 
5,257

 
5,257

Non-operating (income) expense, including net interest expense
 
(1
)
 
132

 
35,205

 
35,336

LMA fees
 
2,717

 
—

 
—

 
2,717

Depreciation and amortization
 
9,349

 
5,443

 
416

 
15,208

Stock-based compensation expense
 
—

 
—

 
354

 
354

(Gain) loss on sale of assets or stations
 
(107
)
 
—

 
24

 
(83
)
Loss on early extinguishment of debt
 
—

 
—

 
1,063

 
1,063

Acquisition-related and restructuring costs
 
—

 
400

 
99

 
499

Franchise and state taxes
 
—

 
—

 
140

 
140

Adjusted EBITDA
 
$
54,660

 
$
17,082

 
$
(9,977
)
 
$
61,765


 
 
Three Months Ended September 30, 2016
 
 
Radio Station Group
 
Westwood One
 
Corporate and Other
 
Consolidated
GAAP net income (loss)
 
$
134,119

 
$
(10,874
)
 
$
(76,924
)
 
$
46,321

Income tax expense
 
—

 
—

 
32,788

 
32,788

Non-operating (income) expense, including net interest expense
 
(2
)
 
59

 
33,851

 
33,908

Local marketing agreement fees
 
2,481

 
—

 
—

 
2,481

Depreciation and amortization
 
13,653

 
7,782

 
522

 
21,957

Stock-based compensation expense
 
—

 
—

 
735

 
735

Gain on sale of assets or stations
 
(94,014
)
 
—

 
—

 
(94,014
)
Acquisition-related and restructuring costs
 
—

 
344

 
(794
)
 
(450
)
Franchise and state taxes
 
—

 
—

 
158

 
158

Adjusted EBITDA
 
$
56,237

 
$
(2,689
)
 
$
(9,664
)
 
$
43,884



46

 
 
Nine Months Ended September 30, 2017
 
 
Radio Station Group
 
Westwood One
 
Corporate and Other
 
Consolidated
GAAP net income (loss)
 
$
118,043

 
$
24,348

 
$
(142,840
)
 
$
(449
)
Income tax expense
 
—

 
—

 
6,465

 
6,465

Non-operating (income) expense, including net interest expense
 
(4
)
 
407

 
103,297

 
103,700

LMA fees
 
8,137

 
—

 
—

 
8,137

Depreciation and amortization
 
30,004

 
16,346

 
1,260

 
47,610

Stock-based compensation expense
 
—

 
—

 
1,422

 
1,422

(Gain) loss on sale of assets or stations
 
(2,609
)
 
—

 
24

 
(2,585
)
Loss on early extinguishment of debt
 
—

 
—

 
1,063

 
1,063

Acquisition-related and restructuring costs
 
—

 
1,892

 
224

 
2,116

Franchise and state taxes
 
—

 
—

 
420

 
420

Adjusted EBITDA
 
$
153,571

 
$
42,993

 
$
(28,665
)
 
$
167,899


 
 
Nine Months Ended September 30, 2016
 
 
Radio Station Group
 
Westwood One
 
Corporate and Other
 
Consolidated
GAAP net income (loss)
 
$
205,263

 
$
(12,872
)
 
$
(159,433
)
 
$
32,958

Income tax expense
 
—

 
—

 
24,904

 
24,904

Non-operating expense, including net interest expense
 
14

 
226

 
101,694

 
101,934

Local marketing agreement fees
 
10,351

 
—

 
—

 
10,351

Depreciation and amortization
 
40,780

 
25,657

 
1,586

 
68,023

Stock-based compensation expense
 
—

 
—

 
2,403

 
2,403

Gain on sale of assets or stations
 
(97,130
)
 
—

 
(25
)
 
(97,155
)
Impairment of intangible assets
 
—

 
1,816

 
—

 
1,816

Acquisition-related and restructuring costs
 
—

 
3,171

 
66

 
3,237

Franchise and state taxes
 
—

 


 
527

 
527

Adjusted EBITDA
 
$
159,278

 
$
17,998

 
$
(28,278
)
 
$
148,998



Liquidity and Capital Resources
Cash Flows Provided by Operating Activities 
 
Nine Months Ended September 30,
(Dollars in thousands)
2017
 
2016
Net cash provided by operating activities
$
34,125

 
$
32,279

For the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, net cash provided by operating activities increased $1.8 million. The increase was primarily driven by increases related to the timing of our cash collections and payments of prepaid expenses, such as restructuring related costs, partially offset by a decrease in net income.

47

Cash Flows (Used in) Provided by Investing Activities
 
Nine Months Ended September 30,
(Dollars in thousands)
2017
 
2016
Net cash (used in) provided by investing activities
$
(14,210
)
 
$
93,662

Cash flows (used in) provided by investing activities decreased for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. For the nine months ended September 30, 2017 capital expenditures totaled $20.6 million primarily related to expenditures on equipment for transmission, facilities, studios, vehicles and other routine expenditures and were offset partially by approximately $6.1 million of proceeds from the sale of land in our Salt Lake City, Utah market. Capital expenditures for the nine months ended September 30, 2016 totaled $16.7 million primarily related to investments in a new office and studio facility in our Chicago market and ongoing maintenance and other routine expenditures. Investing activities for the nine months ended September 30, 2016 also included $106.9 million in proceeds from our sale of certain land and buildings in our Los Angeles market and $3.4 million in a reduction of restricted cash.
Cash Flows (Used in) Provided by Financing Activities
 
Nine Months Ended September 30,
(Dollars in thousands)
2017
 
2016
Net cash (used in) provided by financing activities
$
(81,743
)
 
$
3

For the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, net cash (used in) provided by financing activities decreased $81.7 million primarily because of a $81.7 million in repayments on borrowings on our Term Loan.
For additional detail regarding the Company’s material liquidity considerations, see “Liquidity Considerations”.

48

Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to our market risks from those disclosed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Annual Report”).

Item 4. Controls and Procedures
We maintain a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, the “Exchange Act”) designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Such disclosure controls and procedures are designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our President and Chief Executive Officer (“CEO”) and Executive Vice President and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. At the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the CEO and CFO have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2017.
There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)) during the quarter ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. 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.
    
In August 2015, we were named as a defendant in two separate putative class action lawsuits relating to our use and public performance of certain sound recordings fixed prior to February 15, 1972 (the "Pre-1972 Recordings"). The first suit, ABS Entertainment, Inc., et. al. v, Cumulus Media Inc., was filed in the United States District Court for the Central District of California and 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

49

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.

Item 1A. Risk Factors

Please refer to Part I, Item 1A, “Risk Factors,” in our 2016 Annual Report and Part II, Item 1A, "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, for information regarding known material risks that could affect our results of operations, financial condition and liquidity. Except as described below, these known risks have not changed materially. In addition to these risks, other risks that we presently do not consider material, or other unknown risks, could materially adversely impact our business, financial condition and results of operations in future periods.

We are engaged in discussions with our lenders and the holders of our 7.75% Senior Notes regarding restructuring
or refinancing our debt obligations. In connection with the restructuring or refinancing of those obligations, we may seek to effectuate a restructuring under the protection of Chapter 11 of the U.S. Bankruptcy Code. Any such action could result in a significant or complete loss of value to the holders of our common stock.

As previously disclosed, the Company, with the assistance of outside advisors, is in private discussions with its lenders and the holders of our 7.75% Senior Notes to proactively restructure its balance sheet and reduce its debt. In connection with the Company’s ongoing discussions with creditors, 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 which was due on November 1, 2017, thereby entering into the applicable 30-day grace period under the terms of the indenture governing such notes. This nonpayment constitutes a “default” under the terms of the indenture governing the 7.75% Senior Notes, which matures into an “Event of Default” 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 governing the 7.75% Senior Notes, 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 give the lenders thereunder the right to declare all amounts outstanding under the Credit Agreement to be immediately due and payable.

In the event we are not able to satisfactorily restructure or refinance our debt obligations out of court, or the lenders under our Senior Credit Agreement, or the trustee or the holders of our 7.75% Senior Notes, accelerate the amounts due thereunder, we may seek protection from creditors under Chapter 11 of the U.S. Bankruptcy Code. Any such action could result in a significant or complete loss of value to the holders of our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On May 21, 2008, our Board of Directors authorized the purchase, from time to time, of up to $75.0 million of our Class A common stock, subject to the terms and limitations obtained in any applicable agreements and compliance with other applicable legal requirements. During the three months ended September 30, 2017, we did not repurchase any shares of our Class A common stock.


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Item 6. Exhibits
31.1
 
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
31.2
 
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.1
 
Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
101.INS
 
XBRL Instance Document.
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document.
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document.
 
 
 
101.LAB
 
XBRL Taxonomy Extension Labels Linkbase Document.
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document.

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
CUMULUS MEDIA INC.
 
Date: November 9, 2017
By:
 
/s/ John Abbot
 
 
John Abbot
 
 
Executive Vice President, Treasurer and Chief
Financial Officer

EXHIBIT INDEX
 
 
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
101.INS
 
XBRL Instance Document.
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document.
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document.
 
 
 
101.LAB
 
XBRL Taxonomy Extension Labels Linkbase Document.
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document.

 





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