CUMULUS MEDIA INC - Quarter Report: 2020 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020


☐			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 001-38108

Cumulus Media Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

82-5134717

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer
Identification No.)

3280 Peachtree Road,

NW Suite 2200

Atlanta,

30305

(Address of Principal Executive Offices)

(ZIP Code)

(404) 949-0700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0000001 per share	CMLS	Nasdaq Global Market
Class A common stock purchase rights	N/A	Nasdaq Global Market

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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 þ No ¨

Indicate by check mark whether the registrant has submitted electronically 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 such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

Smaller Reporting Company

☑

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 þ

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☑ No ¨

As of October 29, 2020, the registrant had 20,346,998 outstanding shares of common stock consisting of: (i) 17,930,745 shares of Class A common stock; (ii) 2,416,253 shares of Class B common stock, and no warrants issued and outstanding. In addition, the registrant had 22,154 Series 1 warrants authorized to be issued.

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CUMULUS MEDIA INC.

INDEX


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019			3
Condensed Consolidated Statements of Operations For the Three and Nine Months Ended September 30, 2020 and 2019			4
Condensed Consolidated Statements of Stockholders’ Equity For the Nine Months Ended September 30, 2020 and 2019			5

Condensed Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 2020 and 2019			7
Notes to Condensed Consolidated Financial Statements			8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			23
Item 4. Controls and Procedures			32
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			33
Item 1A. Risk Factors			34


Item 6. Exhibits			34


Signatures			34

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)



Dollars in thousands (except for share data)	September 30, 2020		December 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	353,722	$	15,142
Restricted cash	—		1,865
Accounts receivable, less allowance for doubtful accounts of $6,392 and $5,197 at September 30, 2020 and December 31, 2019, respectively	163,617		242,599
Trade receivable	3,274		2,790
Assets held for sale	525		87,000
Prepaid expenses and other current assets	35,359		31,285
Total current assets	556,497		380,681
Property and equipment, net	216,036		232,934
Operating lease right-of-use assets	160,555		143,436
Broadcast licenses	825,666		830,490
Other intangible assets, net	149,545		164,383

Other assets	8,773		9,408
Total assets	$	1,917,072	$	1,761,332
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	95,851	$	97,527
Current portion of operating lease liabilities	28,521		34,462
Trade payable	2,209		2,323

Current portion of term loan due 2026	5,250		5,250

Total current liabilities	131,831		139,562
2020 revolving credit facility	60,000		—
Term loan due 2026, net of debt issuance costs of $4,445 and $5,007 at September 30, 2020 and December 31, 2019, respectively	461,029		513,431
6.75% senior notes, net of debt issuance costs of $6,289 and $6,938 at September 30, 2020 and December 31, 2019, respectively	493,711		493,062
Operating lease liabilities	132,585		111,184
Financing liabilities, net	224,018		17,221
Other liabilities	16,602		10,618
Deferred income taxes	228		21,038


Total liabilities	1,520,004		1,306,116
Commitments and contingencies (Note 11)
Stockholders’ equity:






Class A common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 18,104,967 and 15,750,097 shares issued; 17,930,745 and 15,681,439 shares outstanding at September 30, 2020 and December 31, 2019, respectively	—		—
Convertible Class B common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 2,416,253 and 1,926,848 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively	—		—
Treasury stock, at cost,174,222 and 68,658 shares at September 30, 2020 and December 31, 2019, respectively	(2,414)		(1,171)
Additional paid-in-capital	336,270		333,705
Retained earnings	63,212		122,682
Total stockholders’ equity	397,068		455,216
Total liabilities and stockholders’ equity	$	1,917,072	$	1,761,332

See accompanying notes to the unaudited condensed consolidated financial statements.

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CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



Dollars in thousands (except for share and per share data)	Three Months Ended				Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Net revenue	$	196,385	$	280,808	$	570,321	$	827,977
Operating expenses:
Content costs	82,014		98,335		236,304		295,931
Selling, general and administrative expenses	86,323		115,289		269,856		344,609
Depreciation and amortization	13,151		11,885		39,063		40,020
Local marketing agreement fees	984		902		3,037		2,383
Corporate expenses	16,926		11,905		39,065		47,097
Loss (gain) on sale or disposal of assets or stations	1,930		(8,188)		7,513		(55,912)
Impairment of assets held for sale	—		5,000		—		5,000
Impairment of intangible assets	—		—		4,509		—
Total operating expenses	201,328		235,128		599,347		679,128
Operating (loss) income	(4,943)		45,680		(29,026)		148,849
Non-operating expense:
Interest expense	(15,930)		(22,754)		(48,977)		(66,101)
Interest income	1		9		6		21
Gain on early extinguishment of debt	—		—		—		381
Other (expense) income, net	(13)		18		(76)		(44)
Total non-operating expense, net	(15,942)		(22,727)		(49,047)		(65,743)
(Loss) income before income taxes	(20,885)		22,953		(78,073)		83,106
Income tax benefit (expense)	5,082		(6,630)		18,603		(23,471)
Net (loss) income	$	(15,803)	$	16,323	$	(59,470)	$	59,635




Basic and diluted (loss) earnings per common share (see Note 10, "(Loss) Earnings Per Share"):
Basic: (Loss) Earnings per share	$	(0.78)	$	0.81	$	(2.93)	$	2.96


Diluted: (Loss) Earnings per share	$	(0.78)	$	0.81	$	(2.93)	$	2.95


Weighted average basic common shares outstanding	20,339,895		20,164,876		20,299,461		20,115,868
Weighted average diluted common shares outstanding	20,339,895		20,216,314		20,299,461		20,249,682

See accompanying notes to the unaudited condensed consolidated financial statements.

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CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


For the nine months ended September 30, 2020 and 2019
Dollars in thousands	Class A Common Stock			Class B Common Stock			Treasury Stock
	Number of Shares	Par Value		Number of Shares	Par Value			Number of Shares		Value		Additional Paid-In Capital		Retained Earnings		Total
Balance at December 31, 2019	15,681,439	$	—	1,926,848	$	—		68,658		$	(1,171)	$	333,705	$	122,682	$	455,216
Net loss	—	—		—	—			—		—		—		(7,351)		(7,351)
Shares returned in lieu of tax payments	—	—		—	—			75,493		(1,072)		—		—		(1,072)
Conversion of Class B common stock	38,563	—		(38,563)	—			—	—	—		—		—		—
Exercise of warrants	121,114	—		—	—			—		—		—		—		—
Issuance of common stock	112,569	—		—	—			—	—	—		—		—		—
Stock based compensation expense	—	—		—	—			—	—	—		719		—		719
Balance at March 31, 2020	15,953,685	$	—	1,888,285	$	—		144,151		$	(2,243)	$	334,424	$	115,331	$	447,512
Net loss	—	—		—	—			—		—		—		(36,316)		(36,316)
Shares returned in lieu of tax payments	—	—		—	—			30,071		(171)		—		—		(171)

Exercise of warrants	1,723,253	—		686,315	—			—		—		—		—		—
Issuance of common stock	66,476	—		—	—			—	—	—		—		—		—
Stock based compensation expense	—	—		—	—			—	—	—		985		—		985
Balance at June 30, 2020	17,743,414	$	—	2,574,600	$	—		174,222		$	(2,414)	$	335,409	$	79,015	$	412,010
Net loss	—	—		—	—			—		—		—		(15,803)		(15,803)
Shares returned in lieu of tax payments	—	—		—	—			—		—		—		—		—
Conversion of Class B common stock	158,347	—		(158,347)	—			—	—	—		—		—		—
Exercise of warrants	—	—		—	—			—		—		—		—		—
Issuance of common stock	28,984	—		—	—			—	—	—		—		—		—
Stock based compensation expense	—	—		—	—			—	—	—		861		—		861
Balance at September 30, 2020	17,930,745	$	—	2,416,253	$	—		174,222		$	(2,414)	$	336,270	$	63,212	$	397,068

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For the nine months ended September 30, 2020 and 2019
Dollars in thousands	Class A Common Stock			Class B Common Stock			Treasury Stock
	Number of Shares	Par Value		Number of Shares	Par Value			Number of Shares		Value		Additional Paid-In Capital		Retained Earnings		Total
Balance at December 31, 2018	12,995,080	$	—	3,560,604	$	—		—		$	—	$	328,404	$	61,425	$	389,829
Net income	—	—		—	—			—		—		—		451		451
Shares returned in lieu of tax payments	—	—		—	—			34,704		(633)		—		—		(633)
Conversion of Class B common stock	751,633	—		(751,633)	—			—		—		—		—		—
Exercise of warrants	177,186	—		—	—			—		—		—		—		—
Issuance of common stock	68,246	—		3,035	—			—		—		—		—		—
Stock based compensation expense	—	—		—	—			—		—		1,208		—		1,208
Balance at March 31, 2019	13,992,145	$	—	2,812,006	$	—		34,704		$	(633)	$	329,612	$	61,876	$	390,855
Net income	—	—		—	—			—		—		—		42,861		42,861
Shares returned in lieu of tax payments	—	—		—	—			33,129		(523)		—		—		(523)
Conversion of Class B common stock	115,153	—		(115,153)	—			—	—	—		—		—		—
Exercise of warrants	170,659	—		—	—			—		—		—		—		—
Issuance of common stock	50,581	—		—	—			—	—	—		—		—		—
Stock based compensation expense	—	—		—	—			—	—	—		1,106		—		1,106
Balance at June 30, 2019	14,328,538	$	—	2,696,853	$	—		67,833		$	(1,156)	$	330,718	$	104,737	$	434,299
Net income	—	—		—	—			—		—		—		16,323		16,323
Shares returned in lieu of tax payments	—	—		—	—			—		—		—		—		—
Conversion of Class B common stock	648,745	—		(648,745)	—			—	—	—		—		—		—
Exercise of warrants	494,929	—		—	—			—		—		—		—		—
Issuance of common stock	11,023	—		—	—			—	—	—		—		—		—
Stock based compensation expense	—	—		—	—			—	—	—		1,492		—		1,492
Balance at September 30, 2019	15,483,235	—		2,048,108	$	—		67,833		$	(1,156)	$	332,210	$	121,060	452,114

See accompanying notes to the unaudited condensed consolidated financial statements.

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CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


Dollars in thousands	Nine Months Ended
	September 30, 2020		September 30, 2019
Cash flows from operating activities:
Net (loss) income	$	(59,470)	$	59,635
Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization	39,063		40,020
Amortization of right of use assets	7,306		18,025
Amortization of debt issuance costs/discounts	1,988		435
Provision for doubtful accounts	4,902		2,687
Loss (gain) on sale or disposal of assets or stations	7,513		(55,912)

Gain on early extinguishment of debt	—		(381)
Impairment of assets held for sale	—		5,000
Impairment of intangible assets	4,509		—

Deferred income taxes	(20,810)		10,358
Stock-based compensation expense	2,565		3,806

Changes in assets and liabilities:
Accounts receivable	74,430		5,477
Trade receivable	(733)		(1,361)
Prepaid expenses and other current assets	(4,239)		(2,476)
Operating leases	16,894		4,329
Assets held for sale	(4)		29
Other assets	(208)		2,734
Accounts payable and accrued expenses	(13,994)		(8,045)

Trade payable	(113)		250
Other liabilities	2,174		(1,547)
Net cash provided by operating activities	61,773		83,063
Cash flows from investing activities:
Proceeds from sale of assets or stations	78,333		146,519

Capital expenditures	(9,559)		(17,399)
Net cash provided by investing activities	68,774		129,120
Cash flows from financing activities:

Repayment of borrowings under term loan	(52,964)		(1,242,918)

Borrowings under term loan due 2022	60,000		525,000
Proceeds from issuance of 6.75% senior notes	—		500,000
Financing costs	(493)		(12,790)
Shares returned in lieu of tax payments	(1,243)		(1,156)
Transaction costs for financing liability	(3,152)		—
Proceeds from financing liability	205,442		—
Repayments of financing lease obligations	(1,422)		(1,214)


Net cash provided by (used in) financing activities	206,168		(233,078)
Increase (decrease) in cash and cash equivalents and restricted cash	336,715		(20,895)
Cash and cash equivalents and restricted cash at beginning of period	17,007		30,038
Cash and cash equivalents and restricted cash at end of period	$	353,722	$	9,143

See accompanying notes to the unaudited condensed consolidated financial statements.

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1. Nature of Business, Interim Financial Data and Basis of Presentation

Cumulus Media Inc. (and its consolidated subsidiaries, except as the context may otherwise require, "CUMULUS MEDIA," "we," "us," "our," or the "Company") is a Delaware corporation, organized in 2018, and successor to a Delaware corporation with the same name that had been organized in 2002.

Nature of Business

CUMULUS MEDIA is a leading audio-first media and entertainment company delivering premium content to over a quarter billion people every month - wherever and whenever they want it. CUMULUS MEDIA engages listeners with high-quality local programming through 422 owned-and-operated stations across 87 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the Masters, the Olympics, the Academy of Country Music Awards, and many other world-class partners across nearly 8,000 affiliated stations through Westwood One, the largest audio network in America; and inspires listeners through its rapidly growing network of original podcasts that are smart, entertaining and thought-provoking. CUMULUS MEDIA provides advertisers with personal connections, local impact and national reach through on-air and on-demand digital, mobile, social, and voice-activated platforms, as well as integrated digital marketing services, powerful influencers, full-service audio solutions, industry-leading research and insights, and live event experiences. CUMULUS MEDIA is the only audio media company to provide marketers with local and national advertising performance guarantees. For more information visit www.cumulusmedia.com.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the Company's unaudited Condensed Consolidated Financial Statements include all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented herein. The results for the interim periods are not necessarily indicative of those for the full year. The unaudited Condensed Consolidated Financial Statements herein should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by United States ("U.S.") generally accepted accounting principles ("GAAP").

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, valuation assumptions for impairment analysis, certain expense accruals, leases and, if applicable, purchase price allocations. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. We assessed these aforementioned estimates and judgments utilizing information reasonably available to us and considering the unknown future impacts of the novel coronavirus disease ("COVID-19") pandemic. The business and economic uncertainty resulting from the COVID-19 pandemic has made such estimates and assumptions more difficult to calculate. While there was not a material impact to our key estimates as of and for the quarter ended September 30, 2020, our estimates may change based on the magnitude and duration of COVID-19, as well as other factors. Actual amounts and results may differ materially from these estimates.

Comprehensive (Loss) Income

Comprehensive (loss) income includes net (loss) income and certain items that are excluded from net (loss) income and recorded as a separate component of stockholders' equity. During the nine months ended September 30, 2020 and September 30, 2019, the Company had no items of other comprehensive (loss) income and, therefore, comprehensive (loss) income does not differ from reported net (loss) income.

Assets Held for Sale

Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets. The Company measures assets held for sale at the lower of their carrying amount or fair value less cost to sell.

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On June 24, 2020, the Company completed its previously announced sale of certain land located in Bethesda, MD, used in conjunction with the Company's Washington, DC operations ("DC Land"), to Toll Brothers. See Note 2, "Acquisitions and Dispositions" for additional discussion related to the DC Land sale.

On March 1, 2020, the Company completed its previously announced sale of WABC-AM in New York, NY to Red Apple Media, Inc. (the "WABC Sale"). See Note 2, "Acquisitions and Dispositions" for additional discussion related to the WABC Sale.

The major categories of assets held for sale are as follows (dollars in thousands):


	September 30, 2020		December 31, 2019
	Total		WABC Sale		DC Land		Total
Property and equipment, net	$	220	$	7,054	$	75,000	$	82,054
FCC license	263		4,573		—		4,573
Other intangibles, net	29		373		—		373
Other assets	13		—		—		—
Total	$	525	$	12,000	$	75,000	$	87,000

Supplemental Cash Flow Information

The following summarizes supplemental cash flow information to be read in conjunction with the unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and September 30, 2019:


	Nine Months Ended
	September 30, 2020		September 30, 2019
Supplemental disclosures of cash flow information:
Interest paid	$	37,428	$	51,575
Income taxes (refunded) paid	(2,155)		17,138
Supplemental disclosures of non-cash flow information:
Trade revenue	$	22,154	$	33,388
Trade expense	20,941		31,614
Reconciliation of cash and cash equivalents and restricted cash to the unaudited Condensed Consolidated Balance Sheet:
Cash and cash equivalents	$	353,722	$	7,751
Restricted cash	—		1,392
Total cash and cash equivalents and restricted cash	$	353,722	$	9,143

Adoption of New Accounting Standards

ASU 2018-13 - Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). In August 2018, the FASB issued ASU 2018-13, which eliminates, adds, and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. ASU 2018-13 is effective for all entities for fiscal years beginning after December 15, 2019, and interim periods therein, but entities are permitted to early adopt either the entire standard or only the provisions that eliminate or modify the requirements. The Company adopted ASU 2018-13 as of January 1, 2020 and there was no material impact to the unaudited Condensed Consolidated Financial Statements.

Recent Accounting Standards Updates

ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326) ("ASU 2016-13"). In June 2016, the FASB issued ASU 2016-13 which requires entities to estimate loss of financial assets measured at amortized cost, including trade receivables, debt securities and loans, using an expected credit loss model. The expected credit loss differs from the previous incurred losses model primarily in that the loss recognition threshold of "probable" has been eliminated and that expected loss should consider reasonable and supportable forecasts in addition to the previously considered past events and current conditions. Additionally, the guidance requires additional disclosures related to the further disaggregation of information related to the credit quality of financial assets by year of the asset's origination for as many as five years.

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Entities must apply the standard provision as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard was effective for public business entities, excluding Smaller Reporting Companies ("SRC"), for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The standard is effective for SRCs for fiscal years beginning after December 15, 2022. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU 2016-13 on its unaudited Condensed Consolidated Financial Statements.

2. Acquisitions and Dispositions

Tower Sale

On August 7, 2020, the Company entered into an agreement with Vertical Bridge REIT, LLC, for the sale of substantially all of the Company's broadcast communications tower sites and certain other related assets (the "Tower Sale"). On September 30, 2020, the Company completed the initial closing of the Tower Sale for $202.3 million in cash proceeds after transaction costs and closing adjustments. Pursuant to the Company's Term Loan Credit Facility due 2026 (as defined below), the Company was required to pay down at closing $49.0 million. As a result thereof, pursuant to the terms of the 6.75% Senior Secured First-Lien Notes due 2026 (as defined below), the Company made a tender offer (the "Tender Offer") with respect to the prorated portion of these proceeds of approximately $47 million of the 6.75% Notes. On November 3, 2020, the Company accepted and paid for $47.2 million in aggregate principal amount of the 6.75% Notes that were validly tendered and not withdrawn in the Tender Offer. As a result, $452.8 million aggregate principal amount of 6.75% Notes remain outstanding.

In connection with the Tower Sale, the Company will be entering into individual site leases for the continued use of substantially all of the tower sites that were included in the Tower Sale, the general terms and conditions of which are contained in a master lease agreement that provides a framework for the individual leases with respect to each tower site. The initial term of each lease is ten years, followed by five option periods of five years each. As the terms of the Tower Sale arrangement contains a repurchase option, the leaseback was not accounted for as a sale. Accordingly, the carrying amount of the leased back assets will remain on the Company's books and continue to be depreciated over their remaining useful lives. The proceeds received for the leased back assets have been recorded as a financing liability along with the remaining obligations for ground leases on these sites. Lease payments will be recorded as a reduction of the financing liability and as interest expense. The Company will record non-cash imputed rental income for tower sites where it continues to use a portion of the site along with other existing and future tenants. Transaction costs of $4.1 million have been capitalized in Financing liabilities, net and will be amortized over the term of the lease.

The Company anticipates that one or more subsequent closings will be held for the assets comprising the remainder of the previously announced $213 million purchase price, subject to adjustment based upon due diligence and the curing of outstanding site defects. The Company anticipates that substantially all, if not all, of the subsequent closings will occur by the end of the second quarter of 2021.

Future minimum payments, as defined under Accounting Standards Update 2016-02 - Leases (Topic 842), related to the Company's failed sale-leasebacks as of September 30, 2020 were as follows (dollars in thousands):


	Tower Sale		Other		Total
2020	$	3,292	$	389	$	3,681
2021	13,266		1,603		14,869
2022	13,664		1,650		15,314
2023	14,074		1,701		15,775
2024	14,496		1,751		16,247
Thereafter	186,106		301		186,407
	$	244,898	$	7,395	$	252,293

DC Land Sale

On June 24, 2020, the Company completed its previously announced sale of its DC Land to Toll Brothers. The sale generated net proceeds of $71.3 million, $5.0 million of which was received in 2019. The Company recorded a loss on the DC Land sale of $3.7 million which is included in the Gain on sale or disposal of assets or stations financial statement line item of the Company's unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020.

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WABC Sale

On March 1, 2020, the Company completed its previously announced sale of WABC-AM in New York, NY to Red Apple Media, Inc. for $12.0 million in cash. The Company recorded a loss on the WABC Sale of $0.9 million which is included in the Gain on sale or disposal of assets or stations financial statement line item of the Company's unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2020.

3. Revenues

Revenue Recognition

Revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

The following table presents revenues disaggregated by revenue source (dollars in thousands):



	Three Months Ended September 30, 2020		Three Months Ended September 30, 2019
Advertising revenues	$	192,823	$	276,230
Non-advertising revenues	3,562		4,578
Total revenue	$	196,385	$	280,808



	Nine Months Ended September 30, 2020		Nine Months Ended September 30, 2019
Advertising revenues	$	560,236	$	813,066
Non-advertising revenues	10,085		14,911
Total revenue	$	570,321	$	827,977

Advertising Revenues

Substantially all of the Company's revenues are from advertising, primarily generated through (i) the sale of broadcast radio advertising time and advertising and promotional opportunities across digital audio networks to local, regional, national and network advertisers and (ii) remote/event revenue. The Company considers each advertising element a separate contract, and thus a separate performance obligation, as a result of both the customer's and the Company's respective ability to stop transferring promised goods or services during the contract term without notice or penalty. Accordingly, revenue associated with these contracts is recognized at the time advertising or other services, for example hosting an event, are delivered.

The Company's payment terms vary by the type and location of customer and the products or services offered. The term between invoicing and when payment is due is generally not significant. There are no further obligations for returns, refunds or similar obligations related to the contracts. The Company records deferred revenues when cash payments including amounts which are refundable are received in advance of performance.

Non-Advertising Revenues

Non-advertising revenue does not constitute a material portion of the Company's revenue and primarily consists of licensing content, and to a lesser degree, tower rental agreements, satellite rental income and sublease income. Tower rental agreements typically range from one to five years with renewal clauses. Such agreements generally contain a stated recurring monthly amount due, which is recognized upon delivery of services or passage of time. These agreements generally contain a single performance obligation.

Trade and Barter Transactions

The Company provides commercial advertising inventory in exchange for goods and services used principally for promotional, sales, programming and other business activities. Programming barter revenue is derived from an exchange of programming content, to be broadcast on the Company's airwaves, for commercial advertising inventory, usually in the form of commercial placements inside the show exchanged. Trade and barter value is based upon management's estimate of the fair value of the products, supplies and services received. Trade and barter revenue is recorded when commercial spots are aired, in the same pattern as the Company's normal cash spot revenue is recognized.

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Trade and barter expense is recorded when goods or services are consumed. For the three months ended September 30, 2020 and September 30, 2019, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $7.2 million, and $9.4 million, respectively; and (2) trade and barter expenses of $6.8 million, and $9.6 million, respectively. For the nine months ended September 30, 2020 and September 30, 2019, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $22.2 million, and $33.4 million, respectively; and (2) trade and barter expenses of $20.9 million, and $31.6 million, respectively.

Capitalized Costs of Obtaining a Contract

The Company capitalizes certain incremental costs of obtaining contracts with customers which it expects to recover. For contracts with a customer life of one year or less, commissions are expensed as they are incurred. For new local direct contracts where the new and renewal commission rates are not commensurate, management capitalizes commissions and amortizes the capitalized commissions over the average customer life. These costs are recorded within selling, general and administrative expenses in our unaudited Condensed Consolidated Statements of Operations. As of September 30, 2020, and December 31, 2019, the Company recorded an asset of approximately $6.1 million and $7.9 million, respectively, related to the unamortized portion of commission expense on new local direct revenue.

4. Restricted Cash

As of September 30, 2020, the Company had no restricted cash. As of December 31, 2019, the Company had $1.9 million in restricted cash. Restricted cash was used primarily to collateralize standby letters of credit for certain leases and insurance policies.

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5. Intangible Assets

The gross carrying amount and accumulated amortization of the Company’s intangible assets as of September 30, 2020 and December 31, 2019 are as follows (dollars in thousands):






























	Indefinite-Lived				Definite-Lived								Total
Gross Carrying Amount	FCC licenses		Trademarks		Affiliate and producer relationships		Broadcast advertising		Tower income contracts		Other
Balance as of December 31, 2019	$	830,490	$	19,921	$	130,000	$	32,000	$	13,721	$	11,191	$	1,037,323
Impairment charges	(4,509)		—		—		—		—		—		(4,509)
Assets held for sale (see Note 1)	(263)		(16)		—		—		(16)		(11)		(306)
Dispositions	(52)		(2)		—		—		(1)		(45)		(100)

Balance as of September 30, 2020	$	825,666	$	19,903	$	130,000	$	32,000	$	13,704	$	11,135	$	1,032,408

Accumulated Amortization
Balance as of December 31, 2019	$	—	$	—	$	(18,712)	$	(10,133)	$	(2,414)	$	(11,191)	$	(42,450)
Amortization Expense	—		—		(8,864)		(4,800)		(1,142)		—		(14,806)
Assets held for sale (see Note 1)	—		—		—		—		3		11		14
Dispositions	—		—		—		—		—		45		45

Balance as of September 30, 2020	$	—	$	—	$	(27,576)	$	(14,933)	$	(3,553)	$	(11,135)	$	(57,197)
Net Book Value as of September 30, 2020	$	825,666	$	19,903	$	102,424	$	17,067	$	10,151	$	—	$	975,211

The Company performs impairment testing of its indefinite-lived intangible assets annually as of December 31 of each year and on an interim basis if management believes events or circumstances indicate that its indefinite-lived intangible assets may be impaired. The Company reviews the carrying amount of its definite-lived intangible assets, primarily broadcast advertising and affiliate relationships, for recoverability prior to its annual impairment test and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company considered the current and expected future economic and market conditions surrounding COVID-19, and other potential indicators of impairment and determined a triggering event had not occurred which would necessitate any interim impairment tests during the three months ended September 30, 2020.

During the second quarter of 2020, management considered the current and expected future economic and market conditions surrounding COVID-19, the adverse impact on the trading value of the Company's publicly-traded equity and on the Company's second quarter 2020 results, the continuing uncertainty surrounding the duration and magnitude of the economic impact of the pandemic and other potential indicators of impairment and determined a triggering event occurred which necessitated an interim impairment test as of June 30, 2020.

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In estimating the fair value of the FCC licenses, we began with the market revenue projections based on third-party radio industry data, which considered the impact of COVID-19. Next, we estimated the percentage of the market's total revenue, or market share, that market participants could reasonably expect an average start-up station to attain, as well as the duration (in years) required to reach the average market share. The estimated average market share was computed based on market share data, by station type (i.e., AM and FM) and signal strength. Below are the key assumptions used in our interim impairment assessment:


Discount rate	8.0	%
Long-term revenue growth rate	(0.75)	%
Mature operating profit margin for average stations in the markets where the Company operates	20% – 30%

As a result of the impairment test as of June 30, 2020, the Company recorded a non-cash impairment charge of $4.5 million on its FCC licenses which is included in the Impairment of intangible assets financial statement line item of the Company's unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2020.

We will continue to monitor changes in economic and market conditions related to COVID-19 and if any events or circumstances indicate an additional triggering event has occurred, we will perform an interim impairment test of our intangible assets at the appropriate time.

6. Long-Term Debt

The Company’s long-term debt consisted of the following as of September 30, 2020 and December 31, 2019 (dollars in thousands):


	September 30, 2020		December 31, 2019








Term Loan due 2026	$	470,724	$	523,688
Less: current portion of Term Loan due 2026	(5,250)		(5,250)
6.75% Senior Notes	500,000		500,000

2020 Revolving Credit Facility	60,000		—
Less: Total unamortized debt issuance costs	(10,734)		(11,945)
Long-term debt, net	$	1,014,740	$	1,006,493

Refinanced Credit Agreement (Term Loan due 2026)

On September 26, 2019, the Company entered into a new credit agreement by and among Holdings, certain other subsidiaries of the Company, Bank of America, N.A., as Administrative Agent, and the other banks and financial institutions party thereto as Lenders (the "Refinanced Credit Agreement"). Pursuant to the Refinanced Credit Agreement, the lenders party thereto provided Holdings and its subsidiaries that are party thereto as co-borrowers with a $525.0 million senior secured Term Loan (the "Term Loan due 2026"), which was used to refinance all of the then outstanding term loan (the "Term Loan due 2022").

Amounts outstanding under the Refinanced Credit Agreement bear interest at a per annum rate equal to (i) the London Inter-bank Offered Rate ("LIBOR") plus an applicable margin of 3.75%, subject to a LIBOR floor of 1.00%, or (ii) the Alternative Base Rate (as defined below) plus an applicable margin of 2.75%, subject to an Alternative Base Rate floor of 2.00%. The Alternative Base Rate is defined, for any day, as the per annum rate equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1.0%, (ii) the rate identified by Bank of America, N.A. as its "Prime Rate" and (iii) one-month LIBOR plus 1.00%. As of September 30, 2020, the Term Loan due 2026 bore interest at a rate of 4.75% per annum.

Amounts outstanding under the Term Loan due 2026 amortize in equal quarterly installments of 0.25% of the original principal amount of the Term Loan due 2026 with the balance payable on the maturity date. The maturity date of the Term Loan due 2026 is March 26, 2026.

The Refinanced Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Events of default in the Refinanced Credit Agreement include, among others: (a) the failure to pay when due the obligations owing thereunder; (b) the failure to comply with (and not timely remedy, if applicable) certain covenants; (c) certain defaults and accelerations under other indebtedness;

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(d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against Holdings or any of its subsidiaries; (f) the loss, revocation or suspension of, or any material impairment in the ability to use, any one or more of, any material Federal Communications Commission ("FCC") licenses; (g) any representation or 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 Refinanced Credit Agreement). Upon the occurrence of an event of default, the Administrative Agent (as defined in the Refinanced Credit Agreement) may, with the consent of, or upon the request of the required lenders, accelerate the Term Loan due 2026 and exercise any of its rights as a secured party under the Refinanced Credit Agreement and the ancillary loan documents provided, that in the case of certain bankruptcy or insolvency events with respect to a borrower, the Term Loan due 2026 will automatically accelerate.

The Refinanced Credit Agreement does not contain any financial maintenance covenants. The Refinanced Credit Agreement provides that Holdings will be permitted to enter into either a revolving credit facility or receivables facility, subject to certain conditions (see below).

The borrowers may elect, at their option, to prepay amounts outstanding under the Refinanced Credit Agreement without premium or penalty, except in a refinancing or repricing transaction prior to March 26, 2020, where the borrower would be required to pay a 1% premium. The borrowers may be required to make mandatory prepayments of the Term Loan due 2026 upon the occurrence of specified events as set forth in the Refinanced Credit Agreement, including upon the sale of certain assets and from Excess Cash Flow (as defined in the Refinanced Credit Agreement).

Amounts outstanding under the Refinanced Credit Agreement are guaranteed by Cumulus Media Intermediate Inc. ("Intermediate Holdings"), which is a subsidiary of the Company, and the present and future wholly-owned subsidiaries of Holdings that are not borrowers thereunder, subject to certain exceptions as set forth in the Refinanced Credit Agreement (the "Guarantors") and secured by a security interest in substantially all of the assets of Holdings, the subsidiaries of Holdings party to the Refinanced Credit Agreement as borrowers, and the Guarantors.

Debt discounts and issuance costs of $5.1 million were capitalized and amortized over the term of the Term Loan due 2026. As of September 30, 2020, we were in compliance with all required covenants under the Refinanced Credit Agreement.

On September 30, 2020, pursuant to the Term Loan due 2026, the Company was required to pay down at closing of the Tower Sale $49.0 million.

2020 Revolving Credit Agreement

On March 6, 2020, Cumulus Media New Holdings Inc., a Delaware corporation ("Holdings") and an indirect wholly-owned subsidiary of the Company and certain of the Company’s other subsidiaries, as borrowers (the “Borrowers”), and Cumulus Media Intermediate Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company, entered into a $100.0 million revolving credit facility (the “2020 Revolving Credit Facility") pursuant to a Credit Agreement (the "2020 Revolving Credit Agreement"), dated as of March 6, 2020, with Fifth Third Bank, as a lender and Administrative Agent and certain other lenders from time to time party thereto. The 2020 Revolving Credit Facility refinances and replaces the Company’s 2018 Revolving Credit Agreement (as defined below) entered into pursuant to that certain Credit Agreement dated as of August 17, 2018, by and among Holdings, the Borrowers, Intermediate Holdings and certain lenders and Deutsche Bank AG New York Branch, as a lender and Administrative Agent.

The 2020 Revolving Credit Facility has a maturity date of March 6, 2025. Availability under the 2020 Revolving Credit Facility is tied to a borrowing base equal to 85% of the accounts receivable of the Borrowers, subject to customary reserves and eligibility criteria and reduced by outstanding letters of credit. Under the 2020 Revolving Credit Facility, up to $10.0 million of availability may be drawn in the form of letters of credit and up to $10.0 million of availability may be drawn in the form of swing line loans.

Borrowings under the 2020 Revolving Credit Facility bear interest, at the option of Holdings, based on LIBOR plus a percentage spread of 1.00% or the Alternative Base Rate. The Alternative Base Rate is defined, for any day, as the per annum rate equal to the rate identified as the “Prime Rate” by Fifth Third Bank. In addition, the unused portion of the 2020 Revolving Credit Facility will be subject to a commitment fee of 0.25%. The 2020 Revolving Credit Facility contains customary LIBOR successor provisions.

The 2020 Revolving Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Events of default in the 2020 Revolving Credit Agreement include, among others: (a) the failure to pay when due the obligations owing thereunder; (b) the failure to perform (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 Intermediate Holdings or any of its subsidiaries;

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(f) the loss, revocation or suspension of, or any material impairment in the ability to use, any one or more of, any material FCC licenses; (g) any representation or 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 2020 Revolving 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 2020 Revolving Credit Agreement and the ancillary loan documents as a secured party.

The 2020 Revolving Credit Agreement does not contain any financial maintenance covenants with which the Company must comply. However, if average excess availability under the 2020 Revolving Credit Facility is less than the greater of (a) 12.5% of the total commitments thereunder or (b) $10.0 million, the Company must comply with a fixed charge coverage ratio of not less than 1.0:1.0.

Amounts outstanding under the 2020 Revolving Credit Agreement are guaranteed by Intermediate Holdings and the present and future wholly-owned subsidiaries of Intermediate Holdings that are not borrowers thereunder, subject to certain exceptions as set forth in the 2020 Revolving Credit Agreement (the “2020 Revolver Guarantors”) and secured by a security interest in substantially all of the assets of Holdings, the subsidiaries of Holdings party to the 2020 Revolving Credit Agreement as borrowers, and the 2020 Revolver Guarantors.

The issuance of the 2020 Revolving Credit Agreement was evaluated in accordance with ASC 470-50-40 - Debt-Modifications and Extinguishments-Derecognition, to determine whether the refinance transaction should be accounted for as a debt modification or extinguishment of the 2018 Revolving Credit Agreement (as defined below). The Company expensed approximately $0.6 million of unamortized debt issuance costs related to the exiting lender from the Revolving Credit Agreement. Costs incurred with third parties for issuance of the 2020 Revolving Credit Agreement totaled approximately $0.4 million and were capitalized and will be amortized over the term of the 2020 Revolving Credit Agreement.

As of September 30, 2020, $65.1 million was outstanding under the 2020 Revolving Credit Facility, including letters of credit. As of September 30, 2020, the Company was in compliance with all required covenants under the 2020 Revolving Credit Agreement.

2018 Revolving Credit Agreement

On August 17, 2018, Holdings entered into a $50.0 million revolving credit facility (the "2018 Revolving Credit Facility") pursuant to a credit agreement (the "2018 Revolving Credit Agreement"), dated as of August 17, 2018, with certain subsidiaries of Holdings as borrowers, Intermediate Holdings as a guarantor, certain lenders, and Deutsche Bank AG New York Branch as a lender and Administrative Agent.

The 2018 Revolving Credit Facility was scheduled to mature on August 17, 2023. Availability under the 2018 Revolving Credit Facility was tied to a borrowing base equal to 85% of the accounts receivable of the borrowers and the guarantors, subject to customary reserves and eligibility criteria and reduced by outstanding letters of credit. Under the 2018 Revolving Credit Facility, up to $10.0 million of availability could be drawn in the form of letters of credit.

Borrowings under the 2018 Revolving Credit Facility bore interest, at the option of Holdings, based on (i) LIBOR plus a percentage spread (ranging from 1.25% to 1.75%) based on the average daily excess availability under the 2018 Revolving Credit Facility or (ii) the Alternative Base Rate (as defined below) plus a percentage spread (ranging from 0.25 to 0.75) based on the average daily excess availability under the 2018 Revolving Credit Facility. The Alternative Base Rate was defined, for any day, as the per annum rate equal to the highest of (i) the federal funds rate plus 1/2 of 1.0%, (ii) the rate identified as the "Prime Rate" and normally published in the Money Rates section of the Wall Street Journal, and (iii) one-month LIBOR plus 1.0%. In addition, the unused portion of the 2018 Revolving Credit Facility was subject to a commitment fee ranging from 0.25% to 0.375% based on the utilization of the facility.

As of December 31, 2019, $2.9 million was outstanding in the form of letters of credit under the 2018 Revolving Credit Facility. The 2018 Revolving Credit Facility was terminated and replaced by the 2020 Revolving Credit Facility on March 6, 2020 (see above).

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6.75% Senior Notes

On June 26, 2019, Holdings (the "Issuer"), and certain of the Company's other subsidiaries, entered into an indenture, dated as of June 26, 2019 (the "Indenture") with U.S. Bank National Association, as trustee, governing the terms of the Issuer's $500,000,000 aggregate principal amount of 6.75% Senior Secured First-Lien Notes due 2026 (the "6.75% Senior Notes"). The 6.75% Senior Notes were issued on June 26, 2019. The net proceeds from the issuance of the 6.75% Senior Notes were applied to partially repay existing indebtedness under the Term Loan due 2022 (see above). In conjunction with the issuance of the 6.75% Senior Notes, debt issuance costs of $7.3 million were capitalized and are being amortized over the term of the 6.75% Senior Notes.

Interest on the 6.75% Senior Notes is payable on January 1 and July 1 of each year, commencing on January 1, 2020. The 6.75% Senior Notes mature on July 1, 2026.

The Issuer may redeem some or all of the 6.75% Senior Notes at any time, or from time to time, on or after July 1, 2022, at the following prices:


Year	Price
2022	103.7500	%
2023	101.6875	%
2024 and thereafter	100.0000	%

Prior to July 1, 2022, the Issuer may redeem all or part of the 6.75% Senior Notes upon not less than 30 nor more than 60 days prior notice, at 100% of the principal amount of the 6.75% Senior Notes redeemed plus a "make whole" premium.

The 6.75% Senior Notes are fully and unconditionally guaranteed by Intermediate Holdings and the present and future wholly-owned subsidiaries of Holdings (the "Senior Notes Guarantors"), subject to the terms of the Indenture. Other than certain assets secured on a first priority basis under the Revolving Credit Facility (as to which the 6.75% Senior Notes are secured on a second-priority basis), the 6.75% Senior Notes and related guarantees are secured on a first-priority basis pari passu with the Term Loan due 2026 (subject to certain exceptions) by liens on substantially all of the assets of the Issuer and the Senior Notes Guarantors.

The Indenture contains representations, covenants and events of default customary for financing transactions of this nature. As of September 30, 2020, the Issuer was in compliance with all required covenants under the Indenture. A default under the 6.75% Senior Notes could cause a default under the Refinanced Credit Agreement.

The 6.75% Senior Notes have not been and will not be registered under the federal securities laws or the securities laws of any state or any other jurisdiction. The Company is not required to register the 6.75% Senior Notes for resale under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction and is not required to exchange the 6.75% Senior Notes for notes registered under the Securities Act or the securities laws of any other jurisdiction and has no present intention to do so. As a result, Rule 3-10 of Regulation S-X promulgated by the Securities and Exchange Commission is not applicable and no separate financial statements are required for the guarantor subsidiaries.

On November 3, 2020, the Company completed the Tender Offer pursuant to which it accepted and cancelled $47.2 million in aggregate principal amount of the 6.75% Notes. See Note 12, "Subsequent Event" for additional discussion related to the Tender Offer.

7. Fair Value Measurements

The following table shows the gross amount and fair value of the Term Loan due 2026 and 6.75% Senior Notes (dollars in thousands):


	September 30, 2020		December 31, 2019
Term Loan due 2026:
Gross value	$	470,724	$	523,688
Fair value - Level 2	444,834		528,684
6.75% Senior Notes:
Gross value	$	500,000	$	500,000
Fair value - Level 2	463,750		533,250

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As of September 30, 2020, the Company used trading prices from a third party of 94.50% and 92.75% to calculate the fair value of the Term Loan due 2026 and the 6.75% Senior Notes, respectively.

As of December 31, 2019, the Company used trading prices from a third party of 100.95% and 106.65% to calculate the fair value of the Term Loan 2026 and the 6.75% Senior Notes, respectively.

8. Income Taxes

For the three months ended September 30, 2020, the Company recorded an income tax benefit of $5.1 million on pre-tax book loss of $20.9 million, resulting in an effective tax rate of approximately 24.3%. For the three months ended September 30, 2019, the Company recorded an income tax expense of $6.6 million on pre-tax book income of $23.0 million, resulting in an effective tax rate of approximately 28.9%.

For the nine months ended September 30, 2020, the Company recorded an income tax benefit of $18.6 million on pre-tax book loss of $78.1 million, resulting in an effective tax rate of approximately 23.8%. For the nine months ended September 30, 2019, the Company recorded an income tax expense of $23.5 million on pre-tax book income of $83.1 million, resulting in an effective tax rate of approximately 28.2%.

The difference between the effective tax rate and the federal statutory rate of 21.0% for the three and nine months ended September 30, 2020 primarily relates to state and local income taxes and the effect of certain statutory non-deductible expenses.

The difference between the effective tax rate and the federal statutory rate of 21.0% for the three and nine months ended September 30, 2019 primarily relates to state and local income taxes, the effect of certain statutory non-deductible expenses, excess tax benefits related to share-based compensation awards, and the tax effect of changes in uncertain tax positions.

The Company recognizes the benefits of deferred tax assets only as its assessment indicates that it is more likely than not that the deferred tax assets will be recognized in accordance with ASC Topic 740, Income Taxes ("ASC 740"). The Company reviews the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to utilize existing deferred tax assets. As of September 30, 2020, the Company has not recorded a valuation allowance since the Company continues to believe, on the basis of its evaluation, that its deferred tax assets meet the more likely than not recognition standard for recovery. The Company will continue to monitor the valuation of deferred tax assets, which requires judgment in assessing the likely future tax consequences of events that are recognized in the Company's financial statements or tax returns as well as judgment in projecting future profitability.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (the "CARES Act") was signed into law. Among other provisions, the law provides relief to U.S. federal corporate taxpayers through temporary adjustments to net operating loss rules, changes to limitations on interest expense deductibility, and technical corrections to qualified improvement property. The Company recognized the effect of the changes in tax law on existing deferred tax assets and liabilities in income from continuing operations in the three and nine months period ended September 30, 2020. The new legislation is retroactive. As a result, the effective tax rate for the current period and income taxes payable or receivable for the prior annual period was adjusted for the three month period ended September 30, 2020.

9. Stockholders' Equity

Common Stock

Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized to issue an aggregate of 300,000,000 shares of stock divided into three classes consisting of: (i) 100,000,000 shares of new Class A common stock; (ii) 100,000,000 shares of new Class B common stock; and (iii) 100,000,000 shares of preferred stock.

As of September 30, 2020, the Company had 20,521,220 aggregate issued shares of common stock, and 20,346,998 outstanding shares consisting of: (i) 18,104,967 issued shares and 17,930,745 outstanding shares designated as Class A common stock; and (ii) 2,416,253 issued and outstanding shares designated as Class B common stock.

Stock Purchase Warrants

On June 4, 2018 (the "Effective Date"), the Company entered into a warrant agreement (the "Warrant Agreement") with Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent. In accordance with the Plan and pursuant to the Warrant Agreement, on the Effective Date, the Company (i) issued 3,016,853 Series 1 warrants (the "Series 1 warrants") to purchase shares of new Class A

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common stock or new Class B common stock, on a one-for-one basis with an exercise price of $0.0000001 per share, to certain claimants with claims against the Company prior to the Effective Date and (ii) issued or will issue 712,736 Series 2 warrants (the "Series 2 warrants" and, together with the Series 1 warrants the "Warrants") to purchase shares of new Class A common stock or new Class B common stock on a one-for-one basis with an exercise price of $0.0000001 per share, to other claimants.

Pursuant to an exchange process under the Warrant Agreement, on June 22, 2020, all outstanding warrants were converted into shares of Class A or Class B common stock, and the remaining Series 2 warrants authorized for issuance were converted into Series 1 warrants.

Shareholder Rights Plan

On May 20, 2020, our Board adopted a rights plan and declared a dividend of (a) one Class A right (a "Class A Right") in respect of each share of the Company's Class A common stock, par value $0.0000001 per share (the "Class A Common Shares"), (b) one Class B right (a "Class B Right") in respect of each share of the Company's Class B common stock, par value $0.0000001 per share (the "Class B Common Shares" and together with the Class A Common Shares, the "Common Shares"), (c) one Series 1 warrant right (a "Series 1 Warrant Right") in respect of each of the Company's Series 1 warrants (the "Series 1 Warrants"), and (d) one Series 2 warrant right (a "Series 2 Warrant Right," and together with the Class A Rights, the Class B Rights and the Series 1 Warrant Rights, the "Rights") in respect of each of the Company's Series 2 warrants (the "Series 2 Warrants," and together with the Series 1 Warrants, the "Warrants"). The dividend distribution was made on June 1, 2020 to the Company's stockholders and Warrant holders of record on that date. The terms of the Rights and the rights plan are set forth in a Rights Agreement, dated as of May 21, 2020 (the "Rights Agreement"), by and between the Company and Computershare Trust Company, N.A., as rights agent (or any successor rights agent), as it may be amended from time to time.

In the event that a person or group that is or becomes the beneficial owner of 10% or more of the Company's outstanding Class A Common Shares (20% or more in the case of a passive institutional investor), subject to certain exceptions, (a) each Class A Right would allow its holder to purchase from the Company one one-hundredth of a Class A Common Share for a purchase price of $25.00, (b) each Class B Right would allow its holder to purchase from the Company one one-hundredth of a Class B Common Share for a purchase price of $25.00, (c) each Series 1 Warrant Right would allow its holder to purchase from the Company one one-hundredth of a Series 1 Warrant for a purchase price of $25.00, and (d) each Series 2 Warrant would allow its holder to purchase from the Company one one-hundredth of a Series 2 Warrant for a purchase price of $25.00.

After the date that the Rights become exercisable, a person or group that is or becomes the beneficial owner of 10% or more of the Company's outstanding Class A Common Shares (20% or more in the case of a passive institutional investor), all holders of Rights, except such beneficial owner, may exercise their (a) Class A Rights, upon payment of the applicable purchase price, to purchase Class A Common Shares (or other securities or assets as determined by the Board) with a market value of two times the applicable purchase price, (b) Class B Rights, upon payment of the applicable purchase price, to purchase Class B Common Shares (or other securities or assets as determined by the Board) with a market value of two times the applicable purchase price, (c) Series 1 Warrant Rights, upon payment of the applicable purchase price, to purchase Series 1 Warrants (or other securities or assets as determined by the Board) with a market value of two times the applicable purchase price, and (d) Series 2 Warrant Rights, upon payment of the applicable purchase price, to purchase Series 2 Warrants (or other securities or assets as determined by the Board) with a market value of two times the applicable purchase price. After the date that the Rights become exercisable, if a flip-in event has already occurred and the Company is acquired in a merger or similar transaction, all holders of Rights, except such beneficial owner, may exercise their Rights, upon payment of the purchase price, to purchase shares of the acquiring corporation with a market value of two times the applicable purchase price of the Rights.

In addition, after a person or group has become a beneficial owner of 10% or more of the Company's outstanding Class A Common Shares (20% or more in the case of a passive institutional investor), but before any person beneficially owns 50% or more of the Company's outstanding Class A Common Shares, the Board may exchange each Right (other than Rights that have become null and void) at an exchange ratio of (a) one Class A Common Share per Class A Right, (b) one Class B Common Share per Class B Right, (c) one Series 1 Warrant per Series 1 Warrant Right, and (d) one Series 2 Warrant per Series 2 Warrant Right. The Board may redeem all (but not less than all) of the Rights for a redemption price of $0.001 per Right at any time before the later of the date that the Rights become exercisable and the date of the Company's first public announcement or disclosure that a person or group has become a beneficial owner of 10% or more of the Company's outstanding Class A Common Shares (20% or more in the case of a passive institutional investor). Unless earlier redeemed or exchanged, the Rights will expire on April 30, 2021.

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10. (Loss) Earnings Per Share

The Company calculates basic (loss) earnings per share by dividing net (loss) income by the weighted average number of common shares outstanding, excluding unvested restricted shares. The Company calculates diluted (loss) earnings per share by dividing net (loss) income by the weighted average number of common shares outstanding plus the dilutive effect of all outstanding share-based awards, including stock options and restricted stock awards. Warrants generally are included in basic and diluted shares outstanding because there is little or no consideration paid upon exercise of the Warrants. For the three and nine months ended September 30, 2020, due to the net loss attributable to the Company common stockholders, potential common shares that would cause dilution, such as employee stock options, restricted shares and other stock awards, have been excluded from the diluted share count because their effect would have been anti-dilutive. The Company applies the two-class method to calculate (loss) earnings per share. Because both classes share the same rights in dividends and (losses) earnings, (loss) earnings per share (basic and diluted) are the same for both classes.

The following table presents the basic and diluted (loss) earnings per share, and the reconciliation of basic to diluted weighted average common shares (in thousands):



	Three Months Ended September 30, 2020		Three Months Ended September 30, 2019
Basic (Loss) Earnings Per Share
Numerator:
Undistributed net (loss) income from operations	$	(15,803)	$	16,323



Basic net (loss) income attributable to common shares	$	(15,803)	$	16,323
Denominator:
Basic weighted average shares outstanding	20,340		20,165
Basic undistributed net (loss) income per share attributable to common shares	$	(0.78)	$	0.81

Diluted (Loss) Earnings Per Share
Numerator:
Undistributed net (loss) income from operations	$	(15,803)	$	16,323



Diluted net (loss) income attributable to common shares	$	(15,803)	$	16,323
Denominator:
Basic weighted average shares outstanding	20,340		20,165

Effect of dilutive options and restricted share units	—		51
Diluted weighted average shares outstanding	20,340		20,216
Diluted undistributed net (loss) income per share attributable to common shares	$	(0.78)	$	0.81

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	Nine Months Ended September 30, 2020		Nine Months Ended September 30, 2019
Basic (Loss) Earnings Per Share
Numerator:
Undistributed net (loss) income from operations	$	(59,470)	$	59,635



Basic net (loss) income attributable to common shares	$	(59,470)	$	59,635
Denominator:
Basic weighted average shares outstanding	20,299		20,116
Basic undistributed net (loss) income per share attributable to common shares	$	(2.93)	$	2.96

Diluted (Loss) Earnings Per Share
Numerator:
Undistributed net (loss) income from operations	$	(59,470)	$	59,635



Diluted net (loss) income attributable to common shares	$	(59,470)	$	59,635
Denominator:
Basic weighted average shares outstanding	20,299		20,116

Effect of dilutive options and restricted share units	—		134
Diluted weighted average shares outstanding	20,299		20,250
Diluted undistributed net (loss) income per share attributable to common shares	$	(2.93)	$	2.95

11. 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 $107.0 million as of September 30, 2020 and is expected to be paid in accordance with the agreements through December 2022.

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 content and to pay for talent, executives, research, weather and traffic information and other content and 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. As of September 30, 2020, the Company believes that it will meet all such material minimum obligations.

Legal Proceedings

We have been, and expect in the future to be, a party to various legal proceedings, investigations or claims. In accordance with applicable accounting guidance, we record accruals for certain of our outstanding legal proceedings when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. We evaluate, at least on a quarterly basis, developments in our legal proceedings or other claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. When a loss contingency is not both probable and reasonably estimable, we do not record a loss accrual.

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If the loss (or an additional loss in excess of any prior accrual) is reasonably possible and material, we disclose an estimate of the possible loss or range of loss, if such estimate can be made. The assessment of whether a loss is probable or reasonably possible and whether the loss or a range of loss is estimable, involves a series of judgments about future events, which are often complex. Even if a loss is reasonably possible, we may not be able to estimate a range of possible loss, particularly where (i) the damages sought are substantial or indeterminate, (ii) the proceedings are in the early stages, (iii) the matters involve novel or unsettled legal theories or a large number of parties, or (iv) various factors outside of our control could lead to vastly different outcomes. In such cases, there is considerable uncertainty regarding the ultimate resolution of such matters, including the amount of any possible loss.

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 ("Pre-1972 Recordings"). ABS Entertainment, Inc., v. Cumulus Media Inc., was filed in the U.S. District Court for the Southern District of New York and claimed, among other things, common law copyright infringement and unfair competition. 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 same plaintiffs filed a separate case in the U.S. 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, the California suit was dismissed without prejudice. On October 11, 2018, President Trump signed the Orrin G. Hatch-Bob Goodlatte Music Modernization Act (the "Music Modernization Act") into law, which, among other things, provides new federal rights going forward for owners of Pre-1972 Recordings. On January 27, 2020, the Company reached a settlement with the named plaintiffs in the California lawsuit involving all claims that accrued through the date that the Company's Chapter 11 reorganization plan was confirmed. The question of whether public performance rights existed for Pre-1972 Recordings under state law prior to the enactment of the new Music Modernization Act is still being litigated in the Ninth Circuit as a result of a case filed in California. The Company is not a party to that case, and is not yet able to determine what effect that proceeding will have, if any, on its financial position, results of operations or cash flows.

The FCC staff has advised companies in the radio broadcast industry, including the Company, that it has been conducting an investigation into the timeliness of compliance with political file record keeping obligations by radio stations throughout the industry. The Company has been engaged in discussions with the FCC staff with respect to this investigation and on July 22, 2020, the FCC adopted a Consent Decree entered into by the Company with respect to such investigation. Under the Consent Decree, the Company has agreed to implement a comprehensive compliance plan to ensure future compliance with the FCC's political file rules and to submit periodic compliance reports to the FCC. No fines were imposed on the Company as a result of the investigation.

On May 17, 2018, after unsuccessful license fee negotiations between the Radio Music License Committee, Inc. ("RMLC") and Broadcast Music, Inc. ("BMI"), RMLC, on behalf of the FCC-licensed broadcast radio stations operating in the U.S. that it represents (the "Stations"), filed a petition for the determination of reasonable final license fees, case No. 18-cv-044420-LLS, in the U.S. District Court for the Southern District of New York. In the petition, RMLC requested that the court determine reasonable final fees and terms for a blanket license, an adjustable-fee blanket license, and a per-program license for the Stations on a retroactive basis for the period January 1, 2017 through December 31, 2021, and for such other and further relief as the court deems just and proper. RMLC negotiates music licensing fees with performing rights organizations on behalf of many U.S. radio stations, including Cumulus. On January 24, 2020, RMLC and BMI agreed to basic terms in a provisional settlement. The final agreement was reached on March 20, 2020. As a result of the final settlement, the Company accrued $1.7 million in the first quarter of 2020.

On February 24, 2020, two individual plaintiffs filed a putative class action lawsuit against the Company in the U.S. District Court for the Northern District of Georgia alleging claims regarding the Cumulus Media Inc. 401(k) Plan (the "Plan"). The case alleges that the Company breached its fiduciary duties under the Employee Retirement Income Security Act of 1974 ("ERISA") in the oversight of the Plan, principally by selecting and retaining certain investment options despite their higher fees and costs than other available investment options, causing participants in the Plan to pay excessive recordkeeping fees, and by failing to monitor other fiduciaries. The plaintiffs seek unspecified damages on behalf of a class of Plan participants from February 24, 2014 through the date of any judgment. On May 28, 2020, the Company filed a motion to dismiss the complaint, and will continue to defend the case vigorously. The Company is currently unable to reasonably estimate what effect the ultimate outcome might have, if any, on its financial position, results of operations or cash flows.

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On September 28, 2020, Westwood One and the National Collegiate Athletic Association and NIT, LLC (collectively "the NCAA"), filed competing lawsuits in the Indiana Commercial Court in Indianapolis, Indiana (the "Court"), with regard to the terms of that certain Radio Agreement between the parties dated January 13, 2011 (the "Radio Agreement"), that granted Westwood One exclusive rights to produce and distribute audio broadcasts for all NCAA and NIT championship events during the term of that agreement. Both lawsuits relate to annual rights fees applicable to championship events under the Rights Agreement that were cancelled due to the COVID-19 pandemic and the subsequent termination of the Rights Agreement by the NCAA. The complaint filed by the NCAA alleges a breach of the Radio Agreement by Westwood One for non-payment of certain fees related to the events that were canceled and requests, among other things, a declaratory ruling that the termination of the Radio Agreement by the NCAA was permissible and that the NCAA is entitled to full payment of the annual rights fees under the Radio Agreement for the 2019-2020 contract year despite the cancellation of certain events. Westwood One filed its complaint seeking, among other things, a declaratory ruling that Westwood One was not obligated to pay the disputed annual rights fees due to the cancellation of the relevant events and that the NCAA was prohibited from terminating the Radio Agreement for such non-payment, and also requested a preliminary injunction seeking to enjoin the NCAA from terminating the Radio Agreement until the Court could make a determination on the issues raised by the lawsuits. By order dated October 23, 2020, the Court denied Westwood One's motion for preliminary injunction, but did not reach a conclusion on the merits of Westwood One's request for a declaratory ruling. On October 23, 2020, Westwood One filed an appeal of the Court's denial of its motion for preliminary injunction and intends to litigate both the NCAA lawsuit and the Westwood One lawsuit to conclusion. The Company is currently unable to reasonably estimate what effect the ultimate outcome might have, if any, on its financial position, results of operations or cash flows.

12. Subsequent Event

On November 3, 2020, the Company accepted and paid for $47.2 million in aggregate principal amount of the 6.75% Notes that were validly tendered and not withdrawn in the Tender Offer at 100% plus accrued and unpaid interest to, but not including, November 3, 2020. As a result, $452.8 million aggregate principal amount of 6.75% Notes remain outstanding.

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

Overview

The following discussion of our financial condition and results of operations should be read in conjunction with the other information contained in this Form 10-Q, including our unaudited Condensed Consolidated Financial Statements and notes thereto included elsewhere in this Form 10-Q, as well as our audited Consolidated Financial Statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2019 ("2019 Form 10-K"), filed with the Securities and Exchange Commission ("SEC"). This discussion, as well as various other sections of this Form 10-Q, contain and refer 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 are any statements other than those of historical fact and 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. These risks and uncertainties include, but are not limited to, those described in Part I, "Item 1A. Risk Factors," and elsewhere in our 2019 Form 10-K , in Part II, "Item 1A. Risk Factors," and elsewhere in our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2020 (the "First Quarter 2020 10-Q") and June 30, 2020 (the "Second Quarter 2020 10-Q"), in Part II, "Item 1A. Risk Factors," and elsewhere in this report, and those described from time to time in other reports filed with the SEC from time to time. Actual results may differ from those contained in or implied by the forward-looking statements as a result of various factors, including the evolving and uncertain nature of the COVID-19 pandemic and its impact on the Company, the media industry, and the economy in general. For more information, see "Cautionary Statement Regarding Forward-Looking Statements" in our 2019 Form 10-K.

Recent Events and Company Outlook

On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. In March of 2020, the impact of COVID-19 and related actions to attempt to control its spread began to impact our consolidated operating results. Beginning in the second half of March, revenue trends began to weaken when compared to the prior year, which continued through the second and third quarters. We expect consolidated revenue to continue to be negatively impacted in the fourth quarter of 2020, when compared to the prior year, and for negative impacts to continue until economic conditions improve.

As a result of the COVID-19 pandemic, we have experienced a disruption in events we produce, including the cancellation or postponement of certain sporting events. The ultimate impact of these disruptions, including the extent of their adverse impact on our financial and operating results, will be affected by the length of time that such disruptions continue, which will, in turn, depend on the currently unknown duration of the COVID-19 pandemic and the impact of governmental regulations and other restrictions that have been or may be imposed in response to the pandemic.

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Our businesses could also continue to be impacted by the disruptions from COVID-19 and resulting adverse changes in advertising customers and consumer behavior.

Our sales teams are focused on how to meet changing needs of our customers in this environment. COVID-19's impact on the capital markets could impact our ability and cost to borrow under our existing or future financing arrangements. There are certain limitations on our ability to mitigate the adverse financial impact of these items, including the fixed costs of our businesses. COVID-19 also makes it more challenging for management to estimate future performance of our businesses, particularly over the near to medium term.

As these events developed, we executed on our business continuity plans and formed a crisis management team to address the challenges related to the COVID-19 pandemic. Since March, most of our employees have been working from home, with only certain essential employees working on site at our radio stations. For employees working at our radio stations, we have instituted social distancing protocols, increased the level of cleaning and sanitizing in those stations and undertaken other actions to make these stations safer for our employees. We have also substantially reduced employee travel to only essential business needs. As part of our business continuity plans, we are generally following the requirements and protocols published by the U.S. Centers for Disease Control and the World Health Organization, and state and local governments. We cannot predict when or how we will begin to lift the actions put in place as part of our business continuity plans, including work from home requirements and travel restrictions. As of the date of this filing, we do not believe our work from home protocol has adversely impacted our internal controls, financial reporting systems or our operations.

As a response to the ongoing COVID-19 pandemic, we have implemented plans to manage our costs. We have implemented a hiring freeze and significantly limited the addition of third party contracted services, limited all travel except where necessary to meet customer or regulatory needs, and acted to limit discretionary spending. We also announced intermittent furloughs, which began mid-April 2020 for the subsequent three months, as well as temporary salary cuts for the leadership team and employees deemed essential to continue to operate the business. We have also temporarily stopped the Company matching of 401(k) and Health Savings Account contributions. In July, the Company eliminated certain non-essential positions. To the extent the business disruption continues for an extended period, we expect to consider additional cost management actions.

In light of the evolving health, social, economic and business environment, governmental regulations or mandates, and business disruptions that continue to occur in response to the COVID-19 pandemic, as well as the duration and severity of the resulting economic downturn, the broader impact that COVID-19 could have on our business, financial condition and operating results remains highly uncertain.

The Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") was enacted in response to the COVID-19 pandemic. The CARES Act and related notices include several significant provisions, including delaying certain payroll tax payments and estimated income tax payments. As a result, the effective tax rate for the current period and income taxes payable or receivable for the prior annual period was adjusted for the three month period ended September 30, 2020. We do not currently expect the CARES Act to have a material impact on our financial results or on our liquidity. We will continue to monitor and assess the impact the CARES Act may have on our business and financial results.

Non-GAAP Financial Measure

From time to time, we utilize certain financial measures that are not prepared or calculated in accordance with GAAP to assess our financial performance and profitability. Consolidated adjusted earnings before interest, taxes, depreciation, and amortization ("Adjusted EBITDA") 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 as a whole. 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 the funding of our non-operating expenses including debt service and acquisitions. In addition, consolidated Adjusted EBITDA is a key metric for purposes of calculating and determining our compliance with certain covenants contained in our Refinanced Credit Agreement.

In determining Adjusted EBITDA, we exclude the following from net income: interest, taxes, depreciation, amortization, stock-based compensation expense, gain or loss on the exchange, sale, or disposal of any assets or stations or on the early extinguishment of debt, local marketing agreement fees, expenses relating to acquisitions, divestitures, restructuring costs, reorganization items and non-cash impairments of assets, if any.

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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 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, operating income, cash flows from operating activities or any other measure for determining our 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

The following selected data from our unaudited Condensed Consolidated Statements of Operations and other supplementary data provides information that our management believes is relevant to an assessment and understanding of our results of operations and financial condition. This discussion should be read in conjunction with our unaudited Condensed Consolidated Statements of Operations and notes thereto appearing elsewhere herein (dollars in thousands).


	Three Months Ended September 30, 2020		Three Months Ended September 30, 2019		2020 vs 2019 Change
					$		%
STATEMENT OF OPERATIONS DATA:




Net revenue	$	196,385	$	280,808	$	(84,423)	(30.1)	%
Content costs	82,014		98,335		(16,321)		(16.6)	%
Selling, general and administrative expenses	86,323		115,289		(28,966)		(25.1)	%
Depreciation and amortization	13,151		11,885		1,266		10.7	%
Local marketing agreement fees	984		902		82		9.1	%
Corporate expenses	16,926		11,905		5,021		42.2	%
Loss (gain) on sale or disposal of assets or stations	1,930		(8,188)		10,118		N/A
Impairment of asset held for sale	—		5,000		(5,000)		(100.0)	%

Operating (loss) income	(4,943)		45,680		(50,623)		N/A
Interest expense	(15,930)		(22,754)		6,824		(30.0)	%
Interest income	1		9		(8)		(88.9)	%

Other (expense) income, net	(13)		18		(31)		N/A
(Loss) income before income taxes	(20,885)		22,953		(43,838)		N/A
Income tax benefit (expense)	5,082		(6,630)		11,712		N/A


Net (loss) income	$	(15,803)	$	16,323	$	(32,126)	N/A
KEY FINANCIAL METRIC:
Adjusted EBITDA	$	20,331	$	58,707	$	(38,376)	(65.4)	%

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	Nine Months Ended September 30, 2020		Nine Months Ended September 30, 2019		2020 vs 2019 Change
					$		%
STATEMENT OF OPERATIONS DATA:




Net revenue	$	570,321	$	827,977	$	(257,656)	(31.1)	%
Content costs	236,304		295,931		(59,627)		(20.1)	%
Selling, general and administrative expenses	269,856		344,609		(74,753)		(21.7)	%
Depreciation and amortization	39,063		40,020		(957)		(2.4)	%
Local marketing agreement fees	3,037		2,383		654		27.4	%
Corporate expenses	39,065		47,097		(8,032)		(17.1)	%
Loss (gain) on sale or disposal of assets or stations	7,513		(55,912)		63,425		N/A
Impairment of assets held for sale	—		5,000		(5,000)		(100.0)	%
Impairment of intangible assets	4,509		—		4,509		100.0	%
Operating (loss) income	(29,026)		148,849		(177,875)		N/A
Interest expense	(48,977)		(66,101)		17,124		(25.9)	%
Interest income	6		21		(15)		(71.4)	%
Gain on early extinguishment of debt	—		381		(381)		(100.0)	%
Other expense, net	(76)		(44)		(32)		72.7	%
(Loss) income before income taxes	(78,073)		83,106		(161,179)		N/A
Income tax benefit (expense)	18,603		(23,471)		42,074		N/A


Net (loss) income	$	(59,470)	$	59,635	$	(119,105)	N/A
KEY FINANCIAL METRIC:
Adjusted EBITDA	$	41,681	$	162,325	$	(120,644)	(74.3)	%

Three Months Ended September 30, 2020 compared to the Three Months Ended September 30, 2019

Net Revenue

Net revenue for the three months ended September 30, 2020 compared to net revenue for the three months ended September 30, 2019 decreased primarily as a result of decreases in local and national broadcast advertising revenue and trade revenue slightly offset by an increase in political.

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, 2020 compared to content costs for the three months ended September 30, 2019 decreased primarily as a result of the reduction in personnel costs, both internally and externally, related to cost-saving actions, the cancellation or postponement of sporting events resulting from COVID-19 and the reduction in our music licensing fees attributed to lower revenue.

Selling, General & 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, 2020 compared to selling, general and administrative expenses for the three months ended September 30, 2019 decreased primarily as result of a reduction in personnel costs, both internally and externally, related to cost mitigation efforts, declines in local and national commissions due to lower local and national broadcast revenue, lower trade and event-related expenses as a result of the cancellation or postponement of sporting, music, and various promotional events resulting from COVID-19, lower incentive accruals based on Company performance, and lower rent as a result of exiting certain facilities.

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Depreciation and Amortization

Depreciation and amortization for the three months ended September 30, 2020 as compared to depreciation and amortization for the three months ended September 30, 2019 increased as a result of additional fixed assets placed into service during 2020.

Local Marketing Agreement Fees

Local marketing agreements ("LMA") are those agreements under which one party programs a radio station on behalf of another party. LMA fees for the three months ended September 30, 2020 compared to LMA fees for the three months ended September 30, 2019 remained relatively consistent.

Corporate Expenses

Corporate expenses consist primarily of compensation and related costs for our executive, accounting, 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 also include restructuring costs and stock-based compensation expense. Corporate expenses for the three months ended September 30, 2020 compared to corporate expenses for the three months ended September 30, 2019 increased primarily as a result of higher restructuring expense partially offset by lower incentive and stock-based compensation expense driven by Company performance.

Loss (Gain) on Sale or Disposal of Assets or Stations

The loss on sale or disposal of assets or stations for the three months ended of September 30, 2020 of $1.9 million was primarily driven by fixed asset dispositions related to the exit of certain facilities.

The gain on sale or disposal of assets or stations for the three months ended September 30, 2019 of $8.2 million was primarily the result of a $10.5 million gain on the sale of KLOS-FM in Los Angeles, CA to Meruelo Media in July 2019 partially offset by a $2.2 million loss related to the swap agreement with Entercom.

Impairment of Assets Held for Sale

The impairment of assets held for sale for the three months ended September 30, 2019 of $5.0 million resulted from an adjustment of the purchase price related to DC Land resulting in impairment.

Interest Expense

Total interest expense for the three months ended September 30, 2020 decreased as compared to the total interest expense for the three months ended September 30, 2019. The below table details the components of our interest expense by debt instrument (dollars in thousands):


	Three Months Ended September 30, 2020		Three Months Ended September 30, 2019		$ Change
Term Loan due 2022	$	—	$	9,250	$	(9,250)
Term Loan due 2026	6,413		338		6,075
6.75% Senior Notes	8,438		8,438		—
2020 Revolving Credit Facility	279		—		279
Other, including debt issuance cost amortization	800		4,728		(3,928)

Interest expense	$	15,930	$	22,754	$	(6,824)

Income Tax Expense

The difference between the effective tax rate and the federal statutory rate of 21.0% for the three months ended September 30, 2020 primarily related to state and local income taxes and the effect of certain statutory non-deductible expenses.

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The difference between the effective tax rate and the federal statutory rate of 21.0% for the three months ended September 30, 2019 primarily related to state and local income taxes, the effect of certain statutory non-deductible expenses, excess tax benefits related to share-based compensation awards, and the tax effect of changes in uncertain tax positions.

Adjusted EBITDA

As a result of the factors described above, Adjusted EBITDA for the three months ended September 30, 2020 compared to the Adjusted EBITDA for the three months ended September 30, 2019 decreased.

Nine Months Ended September 30, 2020 compared to the Nine Months Ended September 30, 2019

Net Revenue

Net revenue for the nine months ended September 30, 2020 compared to net revenue for the nine months ended September 30, 2019 decreased primarily as a result of decreases in local and national broadcast advertising revenue and trade revenue slightly offset by increases in political and digital revenue.

Content Costs

Content costs consist of all costs related to the licensing, acquisition and development of our programming. Content costs for the nine months ended September 30, 2020 compared to content costs for the nine months ended September 30, 2019 decreased primarily as a result of the reduction in personnel costs, both internally and externally, related to cost-saving actions and station dispositions, the cancellation or postponement of sporting events resulting from COVID-19 and a reduction in our syndicated programming costs and music licensing fees attributed to lower revenue.

Selling, General & 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 nine months ended September 30, 2020 compared to selling, general and administrative expenses for the nine months ended September 30, 2019 decreased primarily as a result of the reduction in personnel costs, both internally and externally, related to cost mitigation efforts and station dispositions, lower trade and event-related expenses as a result of the cancellation or postponement of sporting, music, and various promotional events resulting from COVID-19, declines in local and national commissions as a result of lower local and national broadcast revenue, lower incentive accruals based on Company performance, and lower rent expense as a result of exiting certain facilities, which were slightly offset by an increase in bad debt expense and higher amortization of new local commissions.

Depreciation and Amortization

Depreciation and amortization for the nine months ended September 30, 2020 as compared to depreciation and amortization for the nine months ended September 30, 2019 decreased because certain definite-lived intangibles were fully amortized by the first quarter of 2020, which was partially offset by an increase in depreciation expense as a result of additional fixed assets being placed into service during 2020.

Local Marketing Agreement Fees

Local marketing agreements ("LMA") are those agreements under which one party programs a radio station on behalf of another party. LMA fees for the nine months ended September 30, 2020 compared to LMA fees for the nine months ended September 30, 2019 increased as we are no longer receiving fees from Meruelo Media to program KLOS-FM since our LMA ended in July 2019.

Corporate Expenses

Corporate expenses consist primarily of compensation and related costs for our executive, accounting, 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 also include restructuring costs and stock-based compensation expense. Corporate expenses for the nine months ended September 30, 2020 compared to corporate expenses for the nine months ended September 30, 2019 decreased primarily as a result of lower restructuring expense and lower incentive and stock-based compensation driven by Company performance which were slightly offset by an increase in professional fees.

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Loss (Gain) on Sale or Disposal of Assets or Stations

The loss on sale or disposal of assets or stations for the nine months ended of September 30, 2020 of $7.5 million was primarily a result of the sale of the DC Land, fixed asset dispositions related to the exit of certain facilities and the WABC Sale. See Part I, "Item 1 - Financial Statements - Notes to unaudited Condensed Consolidated Financial Statements - Note 2 - Acquisitions and Dispositions," for further discussion of the WABC Sale and the sale of the DC Land.

The gain on sale or disposal of assets or stations for the nine months ended September 30, 2019 of $55.9 million included a $47.6 million gain on the EMF Sale and a $10.5 million gain on the KLOS-FM Sale partially offset by a $2.2 million loss related to the Entercom Swap.

Impairment of Assets Held for Sale

The impairment of assets held for sale for the Successor Company nine months ended September 30, 2019 of $5.0 million resulted from an adjustment of the purchase price related to DC Land resulting in impairment.

Impairment of Intangible Assets

Impairment of intangible assets for the nine months ended September 30, 2020 of approximately $4.5 million resulted from the interim impairment test of our FCC licenses in the second quarter of 2020. See Part I, "Item - 1 - Financial Statements - Notes to Condensed Consolidated Financial Statements - Note 5 - Intangible Assets," for further discussion of the interim impairment test.

Interest Expense

Total interest expense for the nine months ended September 30, 2020 decreased as compared to the total interest expense for the nine months ended September 30, 2019. The below table details the components of our interest expense by debt instrument (dollars in thousands):


	Nine Months Ended September 30, 2020		Nine Months Ended September 30, 2019		$ Change
Term Loan due 2022	$	—	$	51,345	$	(51,345)
Term Loan due 2026	19,961		338		19,623
6.75% Senior Notes	25,312		8,906		16,406
2020 Revolving Credit Facility	611		—		611
Other, including debt issuance cost amortization	3,093		5,512		(2,419)

Interest expense	$	48,977	$	66,101	$	(17,124)

Income Tax Expense

The difference between the effective tax rate and the federal statutory rate of 21.0% for the nine months ended September 30, 2020 primarily related to state and local income taxes and the effect of certain statutory non-deductible expenses.

The difference between the effective tax rate and the federal statutory rate of 21.0% for the nine months ended September 30, 2019 primarily relates to state and local income taxes, the effect of certain statutory non-deductible expenses, excess tax benefits related to share-based compensation awards, and the tax effect of changes in uncertain tax positions.

Adjusted EBITDA

As a result of the factors described above, Adjusted EBITDA for the nine months ended September 30, 2020 compared to the Adjusted EBITDA for the nine months ended September 30, 2019 decreased.

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Reconciliation of Non-GAAP Financial Measure

The following tables reconcile 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 Condensed Consolidated Statements of Operations (dollars in thousands):


	Three Months Ended September 30, 2020		Three Months Ended September 30, 2019
GAAP net (loss) income	$	(15,803)	$	16,323
Income tax (benefit) expense	(5,082)		6,630
Non-operating expenses, including net interest expense	15,942		22,727
Local marketing agreement fees	984		902
Depreciation and amortization	13,151		11,885
Stock-based compensation expense	861		1,492
Loss (gain) on sale of assets or stations	1,930		(8,188)
Impairment of assets held for sale	—		5,000

Restructuring costs	8,168		1,764
Franchise taxes	180		172



Adjusted EBITDA	$	20,331	$	58,707


	Nine Months Ended September 30, 2020		Nine Months Ended September 30, 2019
GAAP net (loss) income	$	(59,470)	$	59,635
Income tax (benefit) expense	(18,603)		23,471
Non-operating expenses, including net interest expense	49,047		66,124
Local marketing agreement fees	3,037		2,383
Depreciation and amortization	39,063		40,020
Stock-based compensation expense	2,565		3,806
Loss (gain) on sale of assets or stations	7,513		(55,912)
Gain on early extinguishment of debt	—		(381)
Impairment of assets held for sale	—		5,000
Impairment of intangible assets	4,509		—

Restructuring costs	13,431		17,565
Franchise taxes	589		614



Adjusted EBITDA	$	41,681	$	162,325

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Liquidity and Capital Resources

As of September 30, 2020, we had $353.7 million of cash and cash equivalents. The Company generated cash from operating activities of $61.8 million and $83.1 million for the nine months ended September 30, 2020 and September 30, 2019, respectively.

Historically, our principal sources of funds have been cash flow from operations and borrowings under credit facilities in existence from time to time. Our cash flow from operations remains subject to factors such as fluctuations in advertising media preferences and changes in demand caused by shifts in population, station listenership, demographics and audience tastes, some of which may be exacerbated by the COVID-19 pandemic. 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 also be exacerbated in challenging or otherwise uncertain economic periods. In certain periods, the Company has experienced reductions in revenue and profitability from prior historical periods because of market revenue pressures and cost escalations built into certain contracts. Notwithstanding this, we believe that our national platform and extensive station portfolio representing a broad diversity in format, listener base, geography, and advertiser base help us maintain a more stable revenue stream by reducing our dependence on any single demographic, region or industry. However, future reductions in revenue or profitability are possible and could have a material adverse effect on the Company’s business, results of operations, financial condition or liquidity.

Although there is uncertainty related to the anticipated impact of the COVID-19 pandemic on the Company's future results, we believe our business model, our current cash reserves and the recent steps we have taken to strengthen our balance sheet, such as the Tower Sale, sale of the DC Land and drawing $60 million under our 2020 Revolving Credit Facility, will help us manage our business through this pandemic as it continues to unfold and meet our currently anticipated liquidity needs.

We continually monitor our capital structure, and from time to time, we have evaluated, and expect that we will continue to evaluate, opportunities to obtain additional capital from the divestiture of radio stations or other assets, when we determine that it would further our strategic and financial objectives, as well as from the issuance of equity and/or debt securities, in each case, subject to market and other conditions in existence at that time. There can be no assurance that any such financing would be available on commercially acceptable terms, or at all. To date, in fiscal 2020, we have not experienced difficulty accessing the capital and credit markets; however, future volatility in the capital and credit markets may increase costs associated with issuing debt instruments or affect our ability to access those markets. In addition, it is possible that our ability to access the capital and credit markets could be limited at a time when we would like, or need, to do so, which could have an adverse impact on our ability to refinance maturing debt on terms or at times acceptable to us, or at all, and/or react to changing economic and business conditions.

Refinanced Credit Agreement

On September 26, 2019, we entered into a Refinanced Credit Agreement to refinance the principal balance outstanding on the Term Loan due 2022. See Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 6 — Long-Term Debt," for further discussion of the Refinanced Credit Agreement.

2020 Revolving Credit Agreement

On March 6, 2020, we entered into a $100.0 million Revolving Credit Facility pursuant to the 2020 Revolving Credit Agreement, and replaced our 2018 Revolving Credit Agreement. See Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 6 — Long-Term Debt," for further discussion of our 2020 Revolving Credit Agreement.

6.75% Senior Notes

On June 26, 2019, we entered into an Indenture under which the 6.75% Senior Notes were issued. See Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 6 — Long-Term Debt," for further discussion of the Indenture and the 6.75% Senior Notes.

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Cash Flows Provided by Operating Activities


	Nine Months Ended September 30, 2020		Nine Months Ended September 30, 2019
(Dollars in thousands)
Net cash provided by operating activities	$	61,773	$	83,063

Net cash provided by operating activities for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 decreased primarily as a result of lower sales, improved collections and decreases in non-cash activities.

Cash Flows Provided by Investing Activities


	Nine Months Ended September 30, 2020		Nine Months Ended September 30, 2019
(Dollars in thousands)
Net cash provided by investing activities	$	68,774	$	129,120

Net cash provided by investing activities for the nine months ended September 30, 2020 includes the proceeds received from the sale of the DC Land and the WABC Sale partially offset by capital expenditures. See Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 2 — Acquisitions and Dispositions," for further discussion of the sale of the DC Land and the WABC Sale.

For the nine months ended September 30, 2019, net cash used in investing activities primarily consisted of proceeds received from the EMF Sale and KLOS Sale offset by capital expenditures.

Cash Flows Provided by (Used in) Financing Activities


	Nine Months Ended September 30, 2020		Nine Months Ended September 30, 2019
(Dollars in thousands)
Net cash provided by (used in) financing activities	$	206,168	$	(233,078)

For the nine months ended September 30, 2020, net cash provided by financing activities primarily reflects $202.3 million of cash received from the Tower Sale, after transaction costs and closing adjustments, and $60.0 million of proceeds received from borrowings under the 2020 Revolving Credit Agreement partially offset by the $49 million pay down required at closing of the Tower Sale and principal payments on the Term Loan due 2026. See Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 2 — Acquisitions and Dispositions," for further discussion of the Tower Sale transaction.

For the nine months ended September 30, 2019, net cash used in financing activities reflects our repayment of the outstanding balance on the Term Loan due 2022 from proceeds received from new debt issuances (Term Loan due 2026 of $525.0 million and 6.75% Senior Notes of $500.0 million), the EMF and KLOS Sales and cash generated from operations.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, 2020.

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 SEC 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") the principal executive and principal financial officers, respectively, 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, 2020.

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There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)) during the three months ended September 30, 2020 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

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 financial position, results of operations or cash flows.

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Item 1A. Risk Factors

Please refer to Part I, Item 1A, "Risk Factors," in our 2019 Form 10-K, in Part II, "Item IA. Risk Factors," in our First Quarter 2020 10-Q and Second Quarter 2020 10-Q, and in other reports we file with the SEC from time to time, all of which could materially affect our business, financial condition or future results. For example, these risks now include risks related to the COVID-19 pandemic and related economic developments. Additional factors not presently known to the Company, or that the Company does not currently believe to be material, may also cause actual results to differ materially from expectations.

Item 6. Exhibits


































10.1						Employment Agreement, dated as of August 1, 2020, by and between Cumulus Media Inc. and Suzanne Grimes (incorporated by reference to Exhibit 10.1 to Cumulus Media Inc.’s Form 8-K filed with the SEC on August 6, 2020).

10.2						Master Agreement, dated August 7, 2020, between Vertical Bridge REIT, LLC, VB NIMBUS, LLC, and Cumulus Media New Holdings Inc.

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						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104						Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101)

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.

November 5, 2020	By:	/s/ Francisco J. Lopez-Balboa
		Francisco J. Lopez-Balboa
		Executive Vice President, Chief Financial Officer