CUMULUS MEDIA INC - Quarter Report: 2022 June (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 June 30, 2022


☐			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.)

780 Johnson Ferry Road NE

Suite 500

Atlanta,

30342

(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

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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 þ No ¨

As of July 27, 2022, the registrant had 19,022,324 outstanding shares of common stock consisting of: (i) 18,113,514 shares of Class A common stock; (ii) 908,810 shares of Class B common stock, and no warrants issued and outstanding.

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Cumulus Media Inc.

INDEX


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021			3
Condensed Consolidated Statements of Operations For the Three and Six Months Ended June 30, 2022 and 2021			4
Condensed Consolidated Statements of Stockholders’ Equity For the Six Months Ended June 30, 2022 and 2021			5
Condensed Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2022 and June 30, 2021			6
Notes to Condensed Consolidated Financial Statements			7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			16
Item 4. Controls and Procedures			25
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			25
Item 1A. Risk Factors			26


Item 6. Exhibits			27


Signatures			28

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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)	June 30, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	108,694	$	177,028

Accounts receivable, less allowance for doubtful accounts of $5,901 and $5,816 at June 30, 2022 and December 31, 2021, respectively	188,802		196,934
Trade receivable	2,370		1,898

Prepaid expenses and other current assets	36,334		30,656
Total current assets	336,200		406,516
Property and equipment, net	185,935		191,520
Operating lease right-of-use assets	138,819		142,937
Broadcast licenses	823,137		823,905
Other intangible assets, net	127,146		138,390
Deferred income tax assets	5,441		6,356
Other assets	7,534		7,758
Total assets	$	1,624,212	$	1,717,382
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	99,912	$	109,669
Current portion of operating lease liabilities	28,512		28,395
Trade payable	2,924		1,750



Total current liabilities	131,348		139,814


Term loan due 2026, net of debt issuance costs of $2,071 and $2,404 at June 30, 2022 and December 31, 2021, respectively	341,660		353,836
6.75% senior notes, net of debt issuance costs of $3,702 and $4,607 at June 30, 2022 and December 31, 2021, respectively	396,170		445,088
Operating lease liabilities	123,254		125,638
Financing liabilities, net	216,317		219,649
Other liabilities	11,722		13,860

Total liabilities	1,220,471		1,297,885
Commitments and contingencies (Note 9)
Stockholders’ equity:
Class A common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 20,224,460 and 18,789,029 shares issued; 18,113,514 and 18,558,719 shares outstanding at June 30, 2022 and December 31, 2021, respectively	—		—
Convertible Class B common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 908,810 and 1,964,764 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively	—		—
Treasury stock, at cost, 2,110,946 and 230,310 shares at June 30, 2022 and December 31, 2021, respectively	(29,676)		(2,977)
Additional paid-in-capital	345,427		342,233
Retained earnings	87,990		80,241
Total stockholders’ equity	403,741		419,497
Total liabilities and stockholders’ equity	$	1,624,212	$	1,717,382

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 June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net revenue	$	236,741	$	224,718	$	468,773	$	426,446
Operating expenses:
Content costs	83,184		82,882		174,509		173,030
Selling, general and administrative expenses	96,835		93,063		192,127		183,161
Depreciation and amortization	13,815		13,163		27,369		26,573
Local marketing agreement fees	13		193		18		689
Corporate expenses	15,819		22,971		33,983		39,409
Gain on sale or disposal of assets or stations	(15)		(179)		(1,126)		(462)


Total operating expenses	209,651		212,093		426,880		422,400
Operating income	27,090		12,625		41,893		4,046
Non-operating expense:
Interest expense	(16,116)		(18,091)		(31,981)		(35,640)

Gain on early extinguishment of debt	1,597		—		1,597		—
Other (expense) income, net	(30)		314		(53)		174
Total non-operating expense, net	(14,549)		(17,777)		(30,437)		(35,466)
Income (loss) before income taxes	12,541		(5,152)		11,456		(31,420)
Income tax (expense) benefit	(3,887)		(739)		(3,707)		3,611
Net income (loss)	$	8,654	$	(5,891)	$	7,749	$	(27,809)
Basic and diluted loss per common share (see Note 8, "Earnings (Loss) Per Share"):
Basic: Earnings (Loss) per share	$	0.43	$	(0.29)	$	0.38	$	(1.36)
Diluted: Earnings (Loss) per share	$	0.42	$	(0.29)	$	0.37	$	(1.36)


Weighted average basic common shares outstanding	20,322,260		20,475,348		20,474,168		20,447,553
Weighted average diluted common shares outstanding	20,568,512		20,475,348		20,782,674		20,447,553

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 six months ended June 30, 2022 and 2021
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, 2021	18,558,719	$	—	1,964,764	$	—		230,310		$	(2,977)	$	342,233	$	80,241	$	419,497
Net loss	—	—		—	—			—		—		—		(905)		(905)
Shares returned in lieu of tax payments	—	—		—	—			137,857		(1,476)		—		—		(1,476)


Issuance of common stock	168,083	—		—	—			—		—		—		—		—
Stock based compensation expense	—	—		—	—			—		—		1,507		—		1,507
Balance at March 31, 2022	18,726,802	$	—	1,964,764	$	—		368,167		$	(4,453)	$	343,740	$	79,336	$	418,623
Net income	—	—		—	—			—		—		—		8,654		8,654
Shares returned in lieu of tax payments	—	—		—	—			18,642		(223)		—		—		(223)
Conversion of Class B common stock	1,055,954	—		(1,055,954)	—			—		—		—		—		—

Issuance of common stock	54,895	—		—	—			—		—		—		—		—
Stock based compensation expense		—		—	—			—		—		1,687		—		1,687
Treasury stock purchased under share repurchase program	(1,724,137)	—		—	—			1,724,137		(25,000)		—		—		(25,000)
Balance at June 30, 2022	18,113,514	$	—	908,810	$	—		2,110,946		$	(29,676)	$	345,427	$	87,990	$	403,741











Balance at December 31, 2020	17,961,734	$	—	2,416,253	$	—		174,222		$	(2,414)	$	337,042	$	62,963	$	397,591
Net loss	—	—		—	—			—		—		—		(21,917)		(21,917)
Shares returned in lieu of tax payments	—	—		—	—			33,666		(315)		—		—		(315)
Conversion of Class B common stock	298,347	—		(298,347)	—			—		—		—		—		—

Issuance of common stock	67,635	—		—	—			—		—		—		—		—
Stock based compensation expense	—	—		—	—			—		—		1,057		—		1,057
Balance at March 31, 2021	18,327,716	$	—	2,117,906	$	—		207,888		$	(2,729)	$	338,099	$	41,046	$	376,416
Net loss	—	—		—	—			—		—		—		(5,891)		(5,891)
Shares returned in lieu of tax payments	—	—		—	—			18,771		(208)		—		—		(208)
Conversion of Class B common stock	77,754	—		(77,754)	—			—	—	—		—		—		—

Issuance of common stock	40,173	—		—	—			—		—		—		—		—
Stock based compensation expense	—	—		—	—			—		—		1,358		—		1,358
Balance at June 30, 2021	18,445,643	$	—	2,040,152	$	—		226,659		$	(2,937)	$	339,457	$	35,155	$	371,675

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	Six Months Ended June 30,
	2022		2021
Cash flows from operating activities:
Net income (loss)	$	7,749	$	(27,809)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	27,369		26,573
Amortization and write-off of debt issuance costs	1,488		1,889
Provision for doubtful accounts	1,464		(1,296)
Gain on sale or disposal of assets or stations	(1,126)		(462)
Gain on early extinguishment of debt	(1,597)		—



Deferred income taxes	915		(3,955)
Stock-based compensation expense	3,194		2,415
Non-cash interest expense on financing liabilities	1,752		2,008
Non-cash imputed rental income	(2,304)		(2,222)

Changes in assets and liabilities (excluding acquisitions and dispositions):
Accounts receivable	(3,687)		23,010
Trade receivable	(472)		(614)
Prepaid expenses and other current assets	(13,941)		(4,580)
Operating leases, net	1,851		2,463

Other assets	(57)		3,646
Accounts payable and accrued expenses	6,855		(977)
Trade payable	1,174		323
Other liabilities	(103)		279
Net cash provided by operating activities	30,524		20,691
Cash flows from investing activities:
Proceeds from sale of assets or stations	1,941		91
Asset acquisition	(120)		—
Proceeds from insurance reimbursement	1,850		750
Capital expenditures	(11,609)		(11,971)
Net cash used in investing activities	(7,938)		(11,130)
Cash flows from financing activities:
Repayment of borrowings under term loan	(12,509)		(113,171)
Repayments of borrowings under 6.75% senior notes	(48,226)		(3,141)
Repayments of borrowings under the 2020 revolving credit facility	—		(60,000)


Proceeds from PPP loans	—		20,000
Treasury stock purchases	(25,000)		—
Payment of contingent consideration	(1,000)		—

Shares returned in lieu of tax payments	(1,699)		(523)
Transaction costs for financing liability	—		(7)
Proceeds from financing liability	—		2,635
Repayments of financing liabilities	(2,358)		(1,994)
Repayments of finance lease obligations	(128)		(143)
Net cash used in financing activities	(90,920)		(156,344)
Decrease in cash and cash equivalents	(68,334)		(146,783)
Cash and cash equivalents at beginning of period	177,028		271,761
Cash and cash equivalents at end of period	$	108,694	$	124,978

See accompanying notes to the unaudited condensed consolidated financial statements.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

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 (NASDAQ: CMLS) is an audio-first media 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 405 owned-and-operated stations across 86 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, CNN, the AP, the Academy of Country Music Awards, and many other world-class partners across more than 9,500 affiliated stations through Westwood One, the largest audio network in America; and inspires listeners through the Cumulus Podcast Network, 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 broadcast 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. The Company has one reportable segment and presents the comparative periods on a consolidated basis to reflect the one reportable segment. 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 accompanying condensed consolidated balance sheet as of December 31, 2021, was derived from the Company’s audited financial statements as of December 31, 2021, and our accompanying unaudited Condensed Consolidated Financial Statements as of June 30, 2022 and for the periods ended June 30, 2022 and 2021, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. The financial condition and results for the interim periods are not necessarily indicative of those that may be expected for any future interim period or 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, 2021.

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 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 June 30, 2022, 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 Income (Loss)

Comprehensive income (loss) includes net income (loss) and certain items that are excluded from net income (loss) and recorded as a separate component of stockholders' equity. During the six months ended June 30, 2022 and 2021, the

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Company had no items of other comprehensive income (loss) and, therefore, comprehensive income (loss) does not differ from reported net income (loss).

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. As of June 30, 2022 and December 31, 2021, assets held for sale were not material.

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 six months ended June 30, 2022 and 2021:


	Six Months Ended June 30,
	2022		2021
Supplemental disclosures of cash flow information:
Interest paid	$	29,050	$	31,876
Income taxes paid	5,270		5,480
Supplemental disclosures of non-cash flow information:
Trade revenue	$	24,202	$	18,777
Trade expense	23,872		18,479
Noncash principal change in financing liabilities	(342)		(22)

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.

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. 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.

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


	Three Months Ended June 30,
	2022		2021
Broadcast radio revenue:
Spot	$	127,009	$	120,886
Network	48,713		55,346
Total broadcast radio revenue	175,722		176,232
Digital	37,801		31,422
Other	23,218		17,064
Net revenue	$	236,741	$	224,718


	Six Months Ended June 30,
	2022		2021
Broadcast radio revenue:
Spot	$	230,922	$	213,783
Network	113,986		117,375
Total broadcast radio revenue	344,908		331,158
Digital	69,694		58,501
Other	54,171		36,787
Net revenue	$	468,773	$	426,446

Broadcast Radio Revenue

Most of our revenue is generated through the sale of terrestrial, broadcast radio spot advertising time to local, regional, and national clients. In addition to local, regional and national spot advertising revenues, we monetize our available inventory in the network sales marketplace. To effectively deliver network advertising for our customers, we distribute content and programming through third party affiliates to reach a broader national audience.

Digital Revenue

We generate digital advertising revenue from the sale of advertising and promotional opportunities across our podcasting network, streaming audio network, websites, mobile applications and digital marketing services. We operate streaming audio advertising networks in the U.S., including owned and operated internet radio simulcasted stations with either digital ad-inserted or simulcasted ads. We sell display ads across local radio station websites, mobile applications, and ancillary custom client microsites. We also sell premium advertising adjacent to, or embedded in, podcasts through our network of owned and distributed podcasts. In addition, we sell an array of digital marketing services such as, email marketing, geo-targeted display and video solutions, website and microsite building and hosting, social media management, reputation management and search engine marketing and optimization within our Cumulus C-Suite digital marketing solutions portfolio to existing and new advertisers.

Other Revenue

Other revenue includes trade and barter transactions, remote and event revenues, and non-advertising revenue. Non-advertising revenue represents fees received for licensing content, imputed tower rental income, satellite rental income, revenues from our digital commerce platform, and proprietary software licensing.

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 June 30, 2022 and 2021, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $12.3 million and $8.5 million, respectively; and (2) trade and barter expenses of $12.7 million and $8.9 million, respectively. For the six months ended June 30, 2022 and 2021, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $24.2 million and $18.8 million, respectively; and (2) trade and barter expenses of $23.9 million and $18.5 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 June 30, 2022 and December 31, 2021, the Company recorded an asset of approximately $7.2 million and $6.7 million, respectively, related to the unamortized portion of commission expense on new local direct revenue.

3. Intangible Assets

The gross carrying amount and accumulated amortization of the Company’s intangible assets as of June 30, 2022 and December 31, 2021 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, 2021	$	823,905	$	19,749	$	145,000	$	32,000	$	13,580	$	11,053	$	1,045,287


Acquisition	—		120		—		—		—		—		120
Dispositions	(768)		—		—		—		—		—		(768)
Balance as of June 30, 2022	$	823,137	$	19,869	$	145,000	$	32,000	$	13,580	$	11,053	$	1,044,639

Accumulated Amortization
Balance as of December 31, 2021	$	—	$	—	$	(43,598)	$	(22,933)	$	(5,408)	$	(11,053)	$	(82,992)
Amortization Expense	—		—		(7,410)		(3,200)		(754)		—		(11,364)


Balance as of June 30, 2022	$	—	$	—	$	(51,008)	$	(26,133)	$	(6,162)	$	(11,053)	$	(94,356)
Net Book Value as of June 30, 2022	$	823,137	$	19,869	$	93,992	$	5,867	$	7,418	$	—	$	950,283

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 June 30, 2022. We will continue to monitor changes in economic and market conditions, including those related to COVID-19, and if any events or circumstances indicate a triggering event has occurred, we will perform an interim impairment test of our intangible assets at the appropriate time.

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4. Long-Term Debt

The Company’s long-term debt consisted of the following as of June 30, 2022 and December 31, 2021 (dollars in thousands):


	June 30, 2022		December 31, 2021
Term Loan due 2026	$	343,731	$	356,240

6.75% Senior Notes	399,872		449,695


Less: Total unamortized debt issuance costs	(5,773)		(7,011)
Long-term debt, net	$	737,830	$	798,924

Refinanced Credit Agreement (Term Loan due 2026)

On September 26, 2019, the Company entered into a new credit agreement by and among Cumulus Media New Holdings Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company ("Holdings"), Cumulus Media Intermediate, Inc. ("Intermediate"), a direct wholly-owned subsidiary of the Company, and 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 the remaining balance 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 June 30, 2022, 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. As a result of the mandatory prepayments discussed below, the Company is no longer required to make such quarterly installments. The maturity date of the Term Loan due 2026 is March 26, 2026.

Debt discounts and issuance costs of $5.1 million were capitalized and amortized over the term of the Term Loan due 2026. As a result of certain of the Company's sales and dispositions and Excess Cash Flow (as defined in the Term Loan due 2026), the Company was required by the provisions of the Term Loan due 2026 to prepay certain amounts outstanding under the facility. The Company made prepayments to the Term Loan due 2026 of approximately $49.0 million, $112.0 million and $12.5 million, in September 2020, May 2021 and March 2022, respectively. In connection with the prepayments, the Company wrote-off approximately $0.4 million, $0.9 million and $0.1 million of debt issuance costs, respectively.

As of June 30, 2022, we were in compliance with all required covenants under the Refinanced Credit Agreement.

2020 Revolving Credit Agreement

On March 6, 2020, Holdings and certain of the Company’s other subsidiaries, as borrowers (the "Borrowers"), and Intermediate 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. On June 3, 2022, Holdings, the Borrowers and Intermediate entered into a fifth amendment (the "Amendment") to the 2020 Revolving Credit Agreement. The Amendment, among other things, (i) extended the maturity date of all borrowings under the 2020 Revolving Credit Facility to June 3, 2027, provided, that if any of the Company’s indebtedness with an aggregate principal amount in excess of $35.0 million is outstanding on the date that is 90 days prior to the stated maturity of such indebtedness (each such date, a "Springing Maturity Date"), then the maturity date of all borrowings under the 2020 Revolving Credit Facility will instead be such Springing Maturity Date, and (ii) modified certain terms of the 2020 Revolving Credit Facility to replace the relevant benchmark provisions from the London Interbank Offered Rate to the Secured Overnight Financing Rate ("SOFR"). Except as modified by the Amendment, the existing terms of the 2020 Revolving Credit Agreement remained in effect.

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.

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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 SOFR plus (i) 0.10% and (ii) 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 issuance of the 2020 Revolving Credit Agreement and the Amendment were evaluated in accordance with ASC 470-50-40 - Debt-Modifications and Extinguishments-Derecognition, to determine whether the transactions should be accounted for as a debt modification or extinguishment. At issuance of the 2020 Revolving Credit Agreement, the Company expensed approximately $0.6 million of unamortized debt issuance costs related to the exiting lender in 2020. Costs incurred with third parties for issuance of the 2020 Revolving Credit Agreement totaled approximately $0.4 million and were capitalized and amortized over the original term of the 2020 Revolving Credit Agreement. Costs incurred for the Amendment were not material. The total remaining unamortized debt issuance costs will be amortized over the new term.

On May 17, 2021, the Company completed a $60.0 million repayment of the 2020 Revolving Credit Facility. As of June 30, 2022, $4.7 million was outstanding under the 2020 Revolving Credit Facility, representing letters of credit. As of June 30, 2022, the Company was in compliance with all required covenants under the 2020 Revolving Credit Agreement.

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. 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.

As a result of certain of the Company's sales and dispositions, the Company was required by the provisions of the indenture governing the 6.75% Senior Notes to offer to prepay certain amounts outstanding under the 6.75% Senior Notes. In connection with such offers, the Company accepted and cancelled $47.2 million in aggregate principal amount of the 6.75% Notes in November 2020, and wrote-off approximately $0.6 million of debt issuance costs related to the 6.75% Notes accepted and canceled in the transaction, and the Company accepted and cancelled approximately $3.0 million in aggregate principal amount of the 6.75% Notes in May 2021.

During the second quarter of 2022, the Company repurchased $49.8 million principal amount of the 6.75% Senior Notes. The repurchase resulted in a gain on extinguishment of debt of approximately $1.6 million. The 6.75% Senior Notes were repurchased with cash on hand. As a result of the repurchases, the Company wrote-off approximately $0.5 million of debt issuance costs.

As of June 30, 2022, the Issuer was in compliance with all required covenants under the Indenture.

5. 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):


	June 30, 2022		December 31, 2021
Term Loan due 2026:
Gross value	$	343,731	$	356,240
Fair value - Level 2	324,826		355,795
6.75% Senior Notes:
Gross value	$	399,872	$	449,695
Fair value - Level 2	360,884		466,559

As of June 30, 2022, the Company used trading prices from a third party of 94.50% and 90.25% to calculate the fair value of the Term Loan due 2026 and the 6.75% Senior Notes, respectively.

As of December 31, 2021, the Company used trading prices from a third party of 99.88% and 103.75% to calculate the fair value of the Term Loan 2026 and the 6.75% Senior Notes, respectively.

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6. Income Taxes

For the three months ended June 30, 2022, the Company recorded an income tax expense of $3.9 million on pre-tax book income of $12.5 million, resulting in an effective tax rate of approximately 31.0%. For the three months ended June 30, 2021, the Company recorded an income tax expense of $0.7 million on pre-tax book loss of $5.2 million, resulting in an effective tax rate of approximately (14.3)%.

For the six months ended June 30, 2022, the Company recorded an income tax expense of $3.7 million on pre-tax book income of $11.5 million, resulting in an effective tax rate of approximately 32.4%. For the six months ended June 30, 2021, the Company recorded an income tax benefit of $3.6 million on pre-tax book loss of $31.4 million, resulting in an effective tax rate of approximately 11.5%.

The differences between the effective tax rates and the federal statutory rate of 21.0% for the three and six month periods ended June 30, 2022, primarily relate to state and local income taxes and the effect of certain statutory non-deductible expenses.

The differences between the effective tax rates and the federal statutory rate of 21.0% for the three and six month periods ended June 30, 2021, are primarily driven by improved annual forecasted results, the effects of certain statutory non-deductible expenses including disallowed executive compensation and parking, and state and local income taxes.

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 June 30, 2022, 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.

7. 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 June 30, 2022, the Company had 21,133,270 aggregate issued shares of common stock, and 19,022,324 outstanding shares consisting of: (i) 20,224,460 issued shares and 18,113,514 outstanding shares designated as Class A common stock; and (ii) 908,810 issued and outstanding shares designated as Class B common stock.

Share Repurchase Program

On May 3, 2022, the Board of Directors authorized a share repurchase program for up to $50.0 million of outstanding Class A common stock. The share repurchase authorization expires November 3, 2023. Purchases made pursuant to the program may be made from time to time, at the Company’s discretion, in the open market, through privately negotiated transactions or through other manners as permitted by federal securities laws including, but not limited to, 10b5-1 trading plans, accelerated stock repurchase programs and tender offers. The specific timing, manner, price and amount of any repurchases will be determined by the Company and may be subject to economic and market conditions, stock price, applicable legal requirements and other factors.

Under the share repurchase authorization, on May 6, 2022, the Company commenced a modified Dutch tender offer to purchase up to $25.0 million of shares of its Class A common stock at a price not greater than $16.50 and not less than $14.50 per share of Class A common stock, to the tendering shareholder in cash, less any applicable withholding taxes and without interest (the "Offer"). The Offer expired on June 3, 2022. Through the Offer, the Company accepted for payment a total of 1,724,137 shares of the Company's Class A Common stock at a purchase price of $14.50 per share, for an aggregate cost of approximately $25.0 million, excluding fees and expenses. Shares repurchased under the Offer are accounted for as treasury stock and the total cost of shares repurchased is recorded as a reduction of stockholder's equity in the unaudited condensed consolidated balance sheet. Subsequent to the Offer and as of June 30, 2022, $25.0 million of the Company's outstanding Class A common stock remained available for repurchase under the share repurchase program.

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8. Earnings (Loss) Per Share

The Company calculates basic earnings (loss) per share by dividing net loss by the weighted average number of common shares outstanding, including warrants. The Company calculates diluted earnings (loss) per share by dividing net earnings (loss) 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 six months ended June 30, 2022, potential common shares related to the Company's stock options were excluded from the diluted share count as the exercise price of the options was greater than the average market price of the common shares and, as such, their effect would have been anti-dilutive. For the three and six months ended June 30, 2021, due to the net loss attributable to the Company common stockholders, potential common shares that would have caused dilution, such as employee stock options, restricted shares and other stock awards, were excluded from the diluted share count because their effect would have been anti-dilutive.

The Company applies the two-class method to calculate earnings (loss) per share. Because both classes share the same rights in dividends and losses, earnings (loss) per share (basic and diluted) is the same for both classes.

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


	Three Months Ended June 30,
	2022		2021
Basic Earnings (Loss) Per Share
Numerator:
Undistributed net income (loss) from operations	$	8,654	$	(5,891)



Basic net income (loss) attributable to common shares	$	8,654	$	(5,891)
Denominator:
Basic weighted average shares outstanding	20,322		20,475
Basic undistributed net income (loss) per share attributable to common shares	$	0.43	$	(0.29)

Diluted Earnings (Loss) Per Share
Numerator:
Undistributed net income (loss) from operations	$	8,654	$	(5,891)



Diluted net income (loss) attributable to common shares	$	8,654	$	(5,891)
Denominator:
Basic weighted average shares outstanding	20,322		20,475

Effect of dilutive options and restricted share units	247		—
Diluted weighted average shares outstanding	20,569		20,475
Diluted undistributed net income (loss) per share attributable to common shares	$	0.42	$	(0.29)

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	Six Months Ended June 30,
	2022		2021
Basic Earnings (Loss) Per Share
Numerator:
Undistributed net earnings (loss) from operations	$	7,749	$	(27,809)



Basic net earnings (loss) attributable to common shares	$	7,749	$	(27,809)
Denominator:
Basic weighted average shares outstanding	20,474		20,448
Basic undistributed net earnings (loss) per share attributable to common shares	$	0.38	$	(1.36)

Diluted Earnings (Loss) Per Share
Numerator:
Undistributed net earnings (loss) from operations	$	7,749	$	(27,809)



Diluted net earnings (loss) attributable to common shares	$	7,749	$	(27,809)
Denominator:
Basic weighted average shares outstanding	20,474		20,448

Effect of dilutive options and restricted share units	309		—
Diluted weighted average shares outstanding	20,783		20,448
Diluted undistributed net earnings (loss) per share attributable to common shares	$	0.37	$	(1.36)

9. Commitments and Contingencies

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.

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 (the "Pre-1972 Recordings"). The first suit, ABS Entertainment, Inc., et. al. v, Cumulus Media Inc., was filed 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, this suit was dismissed without prejudice. The second suit, 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. The New York lawsuit was stayed pending an appeal before the Second Circuit involving unrelated third parties over whether the owner of a Pre-1972 Recording holds an exclusive right to publicly perform that recording under New York common law. On December 20, 2016, the New York Court of Appeals held that New York common law does not recognize a right of public performance for owners of pre-1972 Recordings. As a result of that case (to which Cumulus Media Inc. was not a party) the New York case against

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Cumulus Media Inc., was voluntarily dismissed by the plaintiffs on April 3, 2017. 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. 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 was, until recently, still being litigated by other parties in California. On August 23, 2021, the Ninth Circuit held in the matter of Flo & Eddie, Inc. v. Sirius XM Radio Inc., Case No. 17-55844, that no such public performance right exists under California law. But those plaintiffs continue to litigate a separate case, Flo & Eddie, Inc. v. Pandora Media, LLC, which is pending in the Central District of California (2:14-cv-07648-PSG-GJS). Pandora attempted to dismiss the lawsuit under California’s anti-SLAPP statute, claiming that its broadcast of Pre-1972 recordings constituted speech on an issue of public interest and that Flo & Eddie’s claims have no merit. The district court denied the motion on the ground that the anti-SLAPP statute did not cover Pandora’s conduct, and the Ninth Circuit affirmed the denial (No. 20-56134). The Ninth Circuit, however, directed the district court to consider expedited motion practice on the legal validity of Flo & Eddie’s claims given the Ninth Circuit’s decision in the Sirius XM Radio case. 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.

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 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. On December 17, 2020 the Court entered an order dismissing one of the individual plaintiffs and all claims against the Company except those that arose on or after February 24, 2019 (i.e., one year prior to the filing of the Complaint). On March 24, 2021, the Company filed a motion seeking dismissal of all remaining claims. On October 15, 2021, the Court entered an order granting the Company’s motion and dismissing all remaining claims. On November 12, 2021, one of the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Eleventh Circuit. The Company intends to vigorously defend itself in the appeal. The October 15, 2021 order and/or the pending appeal may not foreclose other parties from asserting similar claims against the Company. 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.

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, 2021 ("2021 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 2021 Form 10-K 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 2021 Form 10-K.

Recent Events and Company Outlook

As a result of the COVID-19 pandemic, we experienced a disruption in events we produce, including the cancellation or postponement of certain sporting events in 2020, which had an adverse impact on our financial and operating results. While these events have mostly returned, our financial and operating results may continue to be impacted as a result 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 on-going pandemic. Our business could also continue to be impacted by the disruption from COVID-19 and resulting adverse changes in advertising customers and consumer behavior. In light of the evolving health, social, economic and business environment, governmental regulations or mandates, and business disruptions that could occur in response to the COVID-19

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pandemic, the impact that COVID-19 could have on our business, financial condition and operating results remains highly uncertain. We will continue to monitor the ongoing COVID-19 pandemic and will consider actions as deemed necessary.

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 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 loss: interest, taxes, depreciation, amortization, stock-based compensation expense, gain or loss on the exchange, sale, or disposal of any assets or stations or early extinguishment of debt, local marketing agreement fees, restructuring costs, expenses relating to acquisitions and divestitures, non-routine legal expenses incurred in connection with certain litigation matters, and non-cash impairments of assets, if any.

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 loss, operating income (loss), 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.

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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 June 30,
	2022		2021		2022 vs 2021 Change
					$		%
STATEMENT OF OPERATIONS DATA:
Net revenue	$	236,741	$	224,718	$	12,023	5.4	%
Content costs	83,184		82,882		302		0.4	%
Selling, general and administrative expenses	96,835		93,063		3,772		4.1	%
Depreciation and amortization	13,815		13,163		652		5.0	%
Local marketing agreement fees	13		193		(180)		(93.3)	%
Corporate expenses	15,819		22,971		(7,152)		(31.1)	%
Gain on sale or disposal of assets or stations	(15)		(179)		164		(91.6)	%


Operating income	27,090		12,625		14,465		114.6	%
Interest expense	(16,116)		(18,091)		1,975		(10.9)	%

Gain on early extinguishment of debt	1,597		—		1,597		N/A
Other (expense) income, net	(30)		314		(344)		N/A
Income (loss) before income taxes	12,541		(5,152)		17,693		N/A
Income tax expense	(3,887)		(739)		(3,148)		426.0	%


Net income (loss)	$	8,654	$	(5,891)	$	14,545	N/A
KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA	$	45,485	$	36,857	$	8,628	23.4	%

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	Six Months Ended June 30,
	2022		2021		2022 vs 2021 Change
					$		%
STATEMENT OF OPERATIONS DATA:
Net revenue	$	468,773	$	426,446	$	42,327	9.9	%
Content costs	174,509		173,030		1,479		0.9	%
Selling, general and administrative expenses	192,127		183,161		8,966		4.9	%
Depreciation and amortization	27,369		26,573		796		3.0	%
Local marketing agreement fees	18		689		(671)		(97.4)	%
Corporate expenses	33,983		39,409		(5,426)		(13.8)	%
Gain on sale or disposal of assets or stations	(1,126)		(462)		(664)		143.7	%


Operating income	41,893		4,046		37,847		935.4	%
Interest expense	(31,981)		(35,640)		3,659		(10.3)	%

Gain on early extinguishment of debt	1,597		—		1,597		N/A
Other expense, net	(53)		174		(227)		N/A
Income (loss) before income taxes	11,456		(31,420)		42,876		N/A
Income tax (expense) benefit	(3,707)		3,611		(7,318)		N/A


Net income (loss)	$	7,749	$	(27,809)	$	35,558	N/A
KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA	$	76,698	$	45,789	$	30,909	67.5	%

Three Months Ended June 30, 2022 compared to the Three Months Ended June 30, 2021

Net Revenue

Net revenue for the three months ended June 30, 2022, compared to net revenue for the three months ended June 30, 2021, increased $12.0 million or 5%. Net revenue increased $6.4 million from higher digital advertising revenue driven by increased podcasting and digital marketing services. Spot broadcast revenue grew $6.1 million primarily from local advertising which was strengthened by COVID-19 economic recovery and higher political revenue driven by election cycle seasonality. Other revenue increased $6.1 million from higher trade and barter, event and remote revenues which continued to rebound from COVID-19 economic recovery. These increases were partially offset by $6.6 million of lower network advertising revenue resulting primarily from current macroeconomic conditions.

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 June 30, 2022, compared to content costs for the three months ended June 30, 2021, remained generally consistent period over period.

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 June 30, 2022, compared to selling, general and administrative expenses for the three months ended June 30, 2021, increased primarily from higher trade, remote, event, and talent expenses related to the continued return of sporting and other events, and higher bad debt expense. These increases were partially offset by a reduction of selling, general and administrative expenses resulting from an operational realignment of certain support functions to corporate and lower incentive costs attributed to a decline in network broadcast revenue.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended June 30, 2022 as compared to depreciation and amortization expense for the three months ended June 30, 2021 increased as a result of additional amortization from an asset acquisition in the third quarter of 2021.

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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 June 30, 2022 compared to LMA fees for the three months ended June 30, 2021 decreased as the Company ended the LMA for KQOB-FM on December 31, 2021.

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 June 30, 2022 compared to corporate expenses for the three months ended June 30, 2021 decreased primarily as a result of a legal settlement in 2021, lower incentive compensation, and lower employee benefit costs. These decreases were partially offset by higher salary costs resulting from an operational realignment of certain support functions to corporate.

Gain on Sale or Disposal of Assets or Stations

The gain on sale or disposal of assets or stations for the three months ended June 30, 2022 was primarily driven by insurance proceeds received from hurricane damage and the sale of certain assets offset by fixed asset disposals and the surrender of a broadcast license.

The gain on sale or disposal of assets or stations for the three months ended June 30, 2021 was primarily driven by insurance proceeds received for 2020 hurricane damage which were mostly offset by fixed asset dispositions.

Interest Expense

Total interest expense for the three months ended June 30, 2022, decreased when compared to the total interest expense for the three months ended June 30, 2021. The below table details the components of our interest expense by debt instrument (dollars in thousands):


	Three Months Ended June 30,
	2022		2021		$ Change
Term Loan due 2026	$	4,126	$	5,193	$	(1,067)
6.75% Senior Notes	7,370		7,637		(267)
2020 Revolving Credit Facility	—		86		(86)

Financing liabilities	3,892		3,516		376
Other, including debt issuance cost amortization and write-off	728		1,659		(931)
Interest expense	$	16,116	$	18,091	$	(1,975)

Income Tax Expense

The difference between the effective tax rate and the federal statutory rate of 21.0% for the three month period ended June 30, 2022, 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 month period ended June 30, 2021, is primarily driven by improved annual forecasted results, the effects of certain statutory non-deductible expenses including disallowed executive compensation and parking, and state and local income taxes.

Adjusted EBITDA

As a result of the factors described above, Adjusted EBITDA of $45.5 million for the three months ended June 30, 2022, compared to the Adjusted EBITDA of $36.9 million for the three months ended June 30, 2021, increased $8.6 million.

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Six Months Ended June 30, 2022 compared to the Six Months Ended June 30, 2021

Net Revenue

Net revenue for the six months ended June 30, 2022, compared to net revenue for the six months ended June 30, 2021, increased $42.3 million or 10%. Other revenue increased $17.4 million, of which $9.1 million was from higher trade and barter, event and remote revenues which continued to rebound from COVID-19 economic recovery and $8.3 million was the result of a fee received from the early termination of a revenue agreement. Spot broadcast revenue grew $17.1 million from local and national advertising which were strengthened by COVID-19 economic recovery and higher political revenue which was driven by election cycle seasonality. Digital advertising revenue increased $11.2 million from increased podcasting and digital marketing services. These increases were partially offset by $3.4 million of lower network advertising revenue resulting primarily from current macroeconomic conditions.

Content Costs

Content costs consist of all costs related to the licensing, acquisition and development of our programming. Content costs for the six months ended June 30, 2022, compared to content costs for the six months ended June 30, 2021, increased primarily as a result of digital costs, which grew in line with digital advertising 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 six months ended June 30, 2022, compared to selling, general and administrative expenses for the six months ended June 30, 2021, increased primarily from trade, remote, event, and talent expenses related to the continued return of sporting and other events, higher bad debt expense and higher local and digital commission expenses driven by local and digital advertising revenue growth. These increases were partially offset by a reduction of selling, general and administrative expenses resulting from an operational realignment of certain support functions to corporate.

Depreciation and Amortization

Depreciation and amortization expense for the six months ended June 30, 2022 as compared to depreciation and amortization expense for the six months ended June 30, 2021 increased as a result of additional amortization from an asset acquisition in the third quarter of 2021.

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 six months ended June 30, 2022 compared to LMA fees for the six months ended June 30, 2021 decreased as the Company ended the LMA for KQOB-FM on December 31, 2021.

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 six months ended June 30, 2022 compared to corporate expenses for the six months ended June 30, 2021 decreased primarily as a result of a legal settlement in 2021, lower incentive compensation, and lower employee benefit costs. These decreases were partially offset by higher salary costs resulting from an operational realignment of certain support functions to corporate.

Gain on Sale or Disposal of Assets or Stations

The gain on sale or disposal of assets or stations for the six months ended June 30, 2022 was primarily driven by insurance proceeds received from hurricane damage and the sale of certain assets and stations which were partially offset by fixed asset dispositions and the surrender of a broadcast license.

The gain on sale or disposal of assets or stations for the six months ended June 30, 2021 was primarily driven by insurance proceeds received for 2020 hurricane damage which were partially offset by fixed asset dispositions.

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Interest Expense

Total interest expense for the six months ended June 30, 2022, decreased when compared to the total interest expense for the six months ended June 30, 2021. The below table details the components of our interest expense by debt instrument (dollars in thousands):


	Six Months Ended June 30,
	2022		2021		$ Change
Term Loan due 2026	$	8,367	$	10,705	$	(2,338)
6.75% Senior Notes	14,958		15,279		(321)
2020 Revolving Credit Facility	—		274		(274)

Financing liabilities	7,398		7,094		304
Other, including debt issuance cost amortization and write-off	1,258		2,288		(1,030)
Interest expense	$	31,981	$	35,640	$	(3,659)

Income Tax Expense

The difference between the effective tax rate and the federal statutory rate of 21.0% for the six month period ended June 30, 2022 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 six month period ended June 30, 2021, is primarily driven by improved annual forecasted results, the effects of certain statutory non-deductible expenses including disallowed executive compensation and parking, and state and local income taxes.

Adjusted EBITDA

As a result of the factors described above, Adjusted EBITDA of $76.7 million for the six months ended June 30, 2022, compared to the Adjusted EBITDA of $45.8 million for the six months ended June 30, 2021, increased $30.9 million.

Reconciliation of Non-GAAP Financial Measure

The following tables reconcile Adjusted EBITDA to net income (loss) (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 June 30,
	2022		2021
GAAP net income (loss)	$	8,654	$	(5,891)
Income tax expense	3,887		739
Non-operating expenses, including net interest expense	16,146		17,777
Local marketing agreement fees	13		193
Depreciation and amortization	13,815		13,163
Stock-based compensation expense	1,687		1,358
Gain on sale or disposal of assets or stations	(15)		(179)


Gain on early extinguishment of debt	(1,597)		—
Restructuring costs	2,245		2,895
Non-routine legal expenses	394		6,599
Franchise taxes	256		203
Adjusted EBITDA	$	45,485	$	36,857

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	Six Months Ended June 30,
	2022		2021
GAAP net income (loss)	$	7,749	$	(27,809)
Income tax expense (benefit)	3,707		(3,611)
Non-operating expenses, including net interest expense	32,034		35,466
Local marketing agreement fees	18		689
Depreciation and amortization	27,369		26,573
Stock-based compensation expense	3,194		2,415
Gain on sale or disposal of assets or stations	(1,126)		(462)


Gain on early extinguishment of debt	(1,597)		—
Restructuring costs	4,522		4,473
Non-routine legal expenses	464		7,627
Franchise taxes	364		428
Adjusted EBITDA	$	76,698	$	45,789

Liquidity and Capital Resources

As of June 30, 2022, we had $108.7 million of cash and cash equivalents. The Company generated cash from operating activities of $30.5 million and $20.7 million for the six months ended June 30, 2022, and June 30, 2021, 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 our cash flows from operations are subject to a number of risks and uncertainties, we anticipate that our cash on hand, future cash expected to be generated from operations, borrowings from time to time under the Refinanced Credit Agreement (or any such other credit facility as may be in place at the appropriate time) and, potentially, external equity or debt financing, will be sufficient to fund our operations, any debt service obligations, estimated capital expenditures, and share or debt repurchases.

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. Future volatility in the capital and credit markets, caused by COVID-19 or otherwise, 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 4 — Long-Term Debt," for further discussion of the Refinanced Credit Agreement.

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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. On June 3, 2022, we entered into an amendment (the "Amendment") to our 2020 Revolving Credit Agreement to, among other things, (i) extended the maturity date of all borrowings under the 2020 Revolving Credit Facility to June 3, 2027, provided, that if any of the Company’s indebtedness with an aggregate principal amount in excess of $35.0 million is outstanding on the date that is 90 days prior to the stated maturity of such indebtedness (each such date, a "Springing Maturity Date"), then the maturity date of all borrowings under the 2020 Revolving Credit Facility will instead be such Springing Maturity Date, and (ii) modify certain terms of the 2020 Revolving Credit Facility to replace the relevant benchmark provisions from the London Interbank Offered Rate to the Secured Overnight Financing Rate. Except as modified by the Amendment, the existing terms of the 2020 Revolving Credit Agreement remained in effect. See Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 4 — 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 4 — Long-Term Debt," for further discussion of the Indenture and the 6.75% Senior Notes.

Share Repurchase Program

Cash Flows Provided by Operating Activities


	Six Months Ended June 30,
	2022		2021
(Dollars in thousands)
Net cash provided by operating activities	$	30,524	$	20,691

Net cash provided by operating activities for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 increased as a result of improved operating results which was partially offset by changes in working capital.

Cash Flows Used in Investing Activities


	Six Months Ended June 30,
	2022		2021
(Dollars in thousands)
Net cash used in investing activities	$	(7,938)	$	(11,130)

Net cash used in investing activities for the six months ended June 30, 2022 consists primarily of capital expenditures partially offset by proceeds from the sale of certain assets and stations and insurance proceeds received from hurricane damage.

For the six months ended June 30, 2021, net cash used in investing activities relates to capital expenditures.

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Cash Flows Used in Financing Activities


	Six Months Ended June 30,
	2022		2021
(Dollars in thousands)
Net cash used in financing activities	$	(90,920)	$	(156,344)

For the six months ended June 30, 2022, net cash used in financing activities primarily relates to the repurchase of $49.8 million principal amount of 6.75% Senior Notes for $48.2 million, the purchase of $25.0 million of treasury stock and a $12.5 million required Excess Cash Flow payment (as defined in the Term Loan due 2026).

For the six months ended June 30, 2021, net cash used in financing activities primarily relates to the total $115.0 million mandatory prepayments required by the terms of the Company's debt agreements from the proceeds of the sale of land in Bethesda, MD, and sale of substantially all of the Company's broadcast communications tower sites and certain other related assets after giving effect to a right of reinvestment and a $60.0 million voluntary pay down of the total amount previously outstanding under the 2020 Revolving Credit Agreement which were partially offset by the proceeds received from the PPP loans.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of June 30, 2022.

Critical Accounting Policies and Estimates

For a description of our critical accounting policies and estimates, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Our critical accounting policies and estimates have not changed materially during the six months ended June 30, 2022.

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 June 30, 2022.

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 June 30, 2022 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

In August 2015, the Company was named as a defendant in 2 separate putative class action lawsuits relating to its use and public performance of certain sound recordings fixed prior to February 15, 1972 (the "Pre-1972 Recordings"). The first suit, ABS Entertainment, Inc., et. al. v, Cumulus Media Inc., was filed in the 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, this suit was dismissed without prejudice. The second suit, 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. The New York lawsuit was stayed pending an appeal before the Second Circuit involving unrelated third parties over whether the owner of a Pre-1972 Recording holds an exclusive right to publicly perform that recording under New York common law. On December 20, 2016, the New York Court of Appeals held that New York common law does not recognize a right of public performance for owners of

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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. 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. 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 was, until recently, still being litigated by other parties in California. On August 23, 2021, the Ninth Circuit held in the matter of Flo & Eddie, Inc. v. Sirius XM Radio Inc., Case No. 17-55844, that no such public performance right exists under California law. But those plaintiffs continue to litigate a separate case, Flo & Eddie, Inc. v. Pandora Media, LLC, which is pending in the Central District of California (2:14-cv-07648-PSG-GJS). Pandora attempted to dismiss the lawsuit under California’s anti-SLAPP statute, claiming that its broadcast of Pre-1972 recordings constituted speech on an issue of public interest and that Flo & Eddie’s claims have no merit. The district court denied the motion on the ground that the anti-SLAPP statute did not cover Pandora’s conduct, and the Ninth Circuit affirmed the denial (No. 20-56134). The Ninth Circuit, however, directed the district court to consider expedited motion practice on the legal validity of Flo & Eddie’s claims given the Ninth Circuit’s decision in the Sirius XM Radio case. 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.

On February 24, 2020, 2 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 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. On December 17, 2020 the Court entered an order dismissing one of the individual plaintiffs and all claims against the Company except those that arose on or after February 24, 2019 (i.e., one year prior to the filing of the Complaint). On March 24, 2021, the Company filed a motion seeking dismissal of all remaining claims. On October 15, 2021, the Court entered an order granting the Company’s motion and dismissing all remaining claims. On November 12, 2021, one of the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Eleventh Circuit. The Company intends to vigorously defend itself in the appeal. The October 15, 2021 order and/or the pending appeal may not foreclose other parties from asserting similar claims against the Company. 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.

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.

Item 1A. Risk Factors

Please refer to Part I, Item 1A, "Risk Factors," in our 2021 Form 10-K for information regarding known material risks that could materially affect our business, financial condition or future results. 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.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The table below sets forth information with respect to purchases of the Company's Class A common stock made by the Company during the quarter ended June 30, 2022:


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands)
April 1 - 30, 2022	—	$	—	—	$	—
May 1 - 31, 2022 (1)	—	—		—	50,000
June 1 - 30, 2022 (2)	1,724,137	14.50		1,724,137	25,000
Total	1,724,137	$	14.50	1,724,137	$	25,000

(1) On May 3, 2022, the Board of Directors authorized a share repurchase program for up to $50.0 million of outstanding Class A common stock. The share repurchase authorization expires November 3, 2023. Purchases made pursuant to the program may be made from time to time, at the Company’s discretion, in the open market, through privately negotiated transactions or through other manners as permitted by federal securities laws including, but not limited to, 10b5-1 trading plans, accelerated stock repurchase programs and tender offers. The specific timing, manner, price and amount of any repurchases will be determined by the Company and may be subject to economic and market conditions, stock price, applicable legal requirements and other factors.

(2) Under the share repurchase authorization, on May 6, 2022, the Company commenced a modified Dutch tender offer to purchase up to $25.0 million of shares of its Class A common stock at a price not greater than $16.50 and not less than $14.50 per share of Class A common stock, to the tendering shareholder in cash, less any applicable withholding taxes and without interest (the "Offer"). The Offer expired on June 3, 2022. Through the Offer, the Company accepted for payment a total of 1,724,137 shares of the Company's Class A Common stock at a purchase price of $14.50 per share, for an aggregate cost of approximately $25.0 million, excluding fees and expenses. Subsequent to the Offer and as of June 30, 2022, approximately $25.0 million of the Company's outstanding Class A common stock remained available for repurchase under the share repurchase program.

Item 6. Exhibits



10.1						Fifth Amendment to the ABL Credit Agreement, dated as of June 3, 2022, entered into by and among Cumulus Media Intermediate Inc., Cumulus Media New Holdings Inc. ("Holdings"), each of the restricted subsidiaries of Holdings signatory thereto, Fifth Third Bank, National Association, as the administrative agent for the lenders and collateral agent for the secured parties, and the other lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on June 8, 2022)

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 Pursuant to 18 U.S.C. Section 1350 as Adopted 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)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Cumulus Media Inc.

August 3, 2022	By:	/s/ Francisco J. Lopez-Balboa
		Francisco J. Lopez-Balboa
		Executive Vice President, Chief Financial Officer