Cumulus Media Inc.
FAQ on Change in Accountants

Today, the Company filed a Form 8-K reporting that PricewaterhouseCoopers has resigned as the auditor of the Company’s financial statements.  We expect to appoint a new auditor later this month or early next.

Changing auditors creates some extra work.  While we would not necessarily have chosen this course, given the history and the pending appointment of a new CFO, we think this change may actually be the best thing for the Company going forward.

Does the change in auditors affect any past financial reports or statements?
Absolutely not.  PwC’s 1999 audit report remains unqualified.  PwC is standing behind its audit of the numbers we earlier reported.

Does the change in auditors affect the revenue and broadcast cash flow outlook for the Company? 
Not a bit.

Why has the relationship with PwC ended?   Is there more to the story?  
PwC’s policy is to not discuss the topic.  The important point is that we intend to bring in a new auditor and move forward from here.

Did PwC resign because of any disagreements over accounting principles or practices?
No.  In fact, PwC has allowed us to file with the SEC a letter which makes clear that its resignation was not the result of any disagreement between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure, or audit scope or procedure.

The 8-K refers to material control weaknesses?   What is that all about?
It is a standard part of any audit for the auditor to point out flaws and make recommendations with regard to a company’s internal control system.  Here, PwC has identified for us two “material weaknesses.”  One deals with our revenue recognition, which relates directly to the need for the restatements which were reported in our press release of March 16.  The other deals with the need for a more formal structure regarding related-party agreements.  We don’t disagree with PwC’s suggestion of the need for improvements and, indeed, needed improvements are already underway.

Is PWC cooperating in the transition to the new auditing firm?   
Absolutely.

When will the new accounting firm be announced? 
The Audit Committee is working on it.  Probably this month or early next. 
 

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