Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38108 Cumulus Media Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 82-5134717 (State or Other J ...

Cumulus Media Inc. (NASDAQ:CMLS) Q2 2022 Earnings Conference Call August 3, 2022 4:30 PM ET Company Participants Collin Jones - Executive Vice President of Strategy and Development Mary Berner - President and Chief Executive Officer Frank Lopez-Balboa - Chief Financial Officer Conference Call Participants Dan Day - B. Riley Securities Pat McCann - Noble Capital Markets Jim Goss - Barrington Research Avi Steiner - JPMorgan Operator Welcome to the Cumulus Media Quarterly Earnings Conference Call. I will now t ...

Table of Contents 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 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38108 Cumulus Media Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 82-5134717 (State or Other Jurisd ...

Financial Data and Key Metrics Changes - In Q1 2022, Cumulus Media reported a revenue increase of 15% year-over-year, reaching $232 million, marking the fifth consecutive quarter of sequential revenue improvement compared to 2019 [9][25] - EBITDA for Q1 2022 was $31.2 million, up 250% from $8.9 million in Q1 2021, with an EBITDA margin improvement of 900 basis points [9][28] - The company achieved a net leverage of 3.9x, down from 4.7x at year-end 2021, reflecting a net debt reduction of over $650 million [12][30] Business Line Data and Key Metrics Changes - Local spot revenue grew 13% year-over-year, while digital businesses collectively increased by 18%, with digital marketing services growing 35% and podcasting over 20% [9][25] - The top 5 ranked podcasting business experienced more than 20% growth, marking its tenth consecutive quarter of sequential growth [17] - Local podcast revenue doubled in Q1, with a run rate of nearly 100 million annual downloads [18] Market Data and Key Metrics Changes - Strong growth was observed in professional services, live entertainment, restaurants, and travel, driven by the easing of COVID restrictions [26] - The auto category continued to struggle, down over 25% from Q1 2021 and 50% from Q1 2019 [26] - The total U.S. addressable market for digital marketing services is estimated at $15 billion, growing at 5% to 10% annually [20] Company Strategy and Development Direction - Cumulus Media's audio-first strategy aims to transform the company from a traditional radio broadcaster to a multi-dimensional audio media company [7] - The company plans to continue expanding its digital marketing services and podcasting efforts, which are integral to its growth strategy [16][19] - A $50 million share repurchase program was announced, reflecting the Board's confidence in the company's long-term operating plan and ability to generate positive cash flow [14] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the sustainability of the company's growth trajectory and the ability to further improve the balance sheet [8] - The outlook for the remainder of 2022 remains positive, with expectations to achieve annual EBITDA guidance of $175 million to $200 million [11][29] - Management noted ongoing supply chain challenges but highlighted strong recovery in physical presence advertising categories [29] Other Important Information - The company is open to exploring M&A opportunities, particularly in digital marketing services and podcasting, while maintaining a focus on shareholder value [58] - Cumulus Media's Board unanimously rejected an unsolicited indication of interest, deeming it undervalued the company [15] Q&A Session Summary Question: Spot advertising recovery and its variance - Management acknowledged that spot advertising revenues are still below 2019 levels, primarily impacted by the auto sector, but noted significant sequential improvements [35][36] Question: Corporate expenses and centralization - Corporate expenses increased due to centralizing functions previously recorded in SG&A, which is expected to lead to greater efficiency [37][38] Question: Capital return strategy - The Board considered various alternatives for returning capital to shareholders and decided on the share repurchase program as the first step [41][43] Question: Digital advertising demand - Management indicated that while streaming radio growth was slower, overall digital revenues remained strong, particularly in marketing services and podcasting [44][46] Question: Sports betting partnership updates - Management confirmed ongoing discussions for a new flagship partner in sports betting following the termination of the WynnBET partnership [47][48] Question: Audience behavior post-COVID - Management observed a return to pre-COVID listening patterns, with radio continuing to dominate ad-supported audio [55] Question: M&A strategy - The company remains focused on accretive M&A opportunities, particularly in digital marketing services and podcasting, while also considering its legacy radio assets [59][60]

Financial Performance - Net revenue for Q1 2022 was $232.0 million, a 15.0% increase from $201.7 million in Q1 2021[92] - Adjusted EBITDA for Q1 2022 was $31.2 million, up 249.5% from $8.9 million in Q1 2021[92] - Net loss for Q1 2022 decreased to $0.9 million from $21.9 million in Q1 2021, representing a 95.9% improvement[92] Expenses - Content costs for Q1 2022 were $91.3 million, a slight increase of 1.3% from $90.1 million in Q1 2021[92] - Selling, general and administrative expenses rose to $95.3 million, a 5.8% increase from $90.1 million in Q1 2021[92] - Interest expense decreased to $15.9 million in Q1 2022 from $17.5 million in Q1 2021, a reduction of 9.6%[92] - Corporate expenses increased by 10.5% to $18.2 million, primarily due to operational realignment[92] Advertising Revenue - The company experienced a significant recovery in advertising revenue due to the easing of COVID-19 restrictions[94] - Local marketing agreement fees dropped significantly by 99.0% to $5, down from $496 in Q1 2021[92] Cash Flow and Liquidity - As of March 31, 2022, the company had $181.1 million in cash and cash equivalents, with cash generated from operating activities of $24.3 million for the three months ended March 31, 2022, compared to $25.9 million for the same period in 2021[112] - Net cash provided by operating activities decreased slightly to $24.3 million for the three months ended March 31, 2022, primarily due to changes in working capital[122] - Net cash used in investing activities was $(4.0 million) for the three months ended March 31, 2022, compared to $(2.9 million) for the same period in 2021, mainly due to capital expenditures[123] - Net cash used in financing activities was $(16.2 million) for the three months ended March 31, 2022, primarily related to a $12.5 million Excess Cash Flow payment and repayments of financing obligations[125] - The company anticipates that cash on hand, future cash from operations, and borrowings will be sufficient to fund operations and debt service obligations[116] Capital and Investment - The company has evaluated opportunities to obtain additional capital through divestitures and the issuance of equity or debt securities[117] Risks and Uncertainties - The company continues to monitor the impact of COVID-19 on its operations and financial condition, with uncertainties remaining[86] - Future reductions in revenue or profitability are possible and could materially affect the company's business and financial condition[115] - The company’s cash flows from operations are subject to risks such as fluctuations in advertising media preferences and changes in demand due to demographic shifts[113] - A 100 basis point increase in the variable interest rate would have increased interest expense by approximately $0.8 million for the three months ended March 31, 2022[111] - The company did not have any off-balance sheet arrangements as of March 31, 2022[127]

Cumulus Media Inc. (NASDAQ:CMLS) Q4 2021 Earnings Conference Call February 23, 2022 4:30 PM ET Company Participants Collin Jones – Senior Vice President of Corporate Development and Strategy Mary Berner – Chief Executive Officer Frank Lopez-Balboa – Chief Financial Officer Conference Call Participants Dan Day – B. Riley Securities Mike Kupinski – NOBLE Capital Markets Avi Steiner – JPMorgan Operator Good afternoon. Thank you for attending today's Cumulus Media Quarterly Earnings Conference Call. My name is ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF ...

Cumulus Media Inc. (NASDAQ:CMLS) Q3 2021 Earnings Conference Call November 3, 2021 4:30 PM ET Company Participants Collin Jones – Senior Vice President of Corporate Development and Strategy Mary Berner – President and Chief Executive Officer Frank Lopez-Balboa – Executive Vice President, Treasurer and Chief Financial Officer Conference Call Participants Michael Kupinski – NOBLE Capital Markets Dan Day – B. Riley Securities Operator Good afternoon. Thank you for attending Cumulus Media Quarterly Earnings Con ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited financial statements and management's analysis of Cumulus Media Inc [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Cumulus Media Inc.'s unaudited condensed consolidated financial statements for the period ended September 30, 2021 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2021, total assets decreased to **$1.72 billion** from **$1.86 billion**, while total liabilities decreased to **$1.32 billion** from **$1.46 billion** Condensed Consolidated Balance Sheet Highlights (in thousands of US dollars) | Account | Sep 30, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $152,917 | $271,761 | | Total current assets | $392,097 | $502,964 | | Total assets | $1,722,471 | $1,859,738 | | **Liabilities & Equity** | | | | Total current liabilities | $136,904 | $129,036 | | Term loan due 2026, net | $353,710 | $460,311 | | Total liabilities | $1,321,976 | $1,462,147 | | Total stockholders' equity | $400,495 | $397,591 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q3 2021 net income reached **$27.4 million** from a **$15.8 million** loss in Q3 2020, driven by a **21%** revenue increase and asset sales Q3 2021 vs Q3 2020 Statement of Operations (in thousands of US dollars) | Metric | Q3 2021 | Q3 2020 | | :--- | :--- | :--- | | Net Revenue | $237,716 | $196,385 | | Operating Income (Loss) | $47,808 | $(4,943) | | Net Income (Loss) | $27,448 | $(15,803) | | Diluted EPS | $1.32 | $(0.78) | Nine Months 2021 vs 2020 Statement of Operations (in thousands of US dollars) | Metric | Nine Months 2021 | Nine Months 2020 | | :--- | :--- | :--- | | Net Revenue | $664,163 | $570,321 | | Operating Income (Loss) | $51,854 | $(29,026) | | Net Income (Loss) | $(360) | $(59,470) | | Diluted EPS | $(0.02) | $(2.93) | [Condensed Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Total stockholders' equity increased slightly to **$400.5 million** as of September 30, 2021, from **$397.6 million** at year-end 2020 - Total stockholders' equity increased from **$397.6 million** at the end of 2020 to **$400.5 million** as of September 30, 2021[18](index=18&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations decreased to **$33.2 million** from **$61.2 million** for the nine months ended September 30, 2021, with **$157.4 million** used in financing activities primarily for debt repayments Cash Flow Summary for Nine Months Ended Sep 30 (in thousands of US dollars) | Cash Flow Activity | 2021 | 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $33,219 | $61,237 | | Net cash provided by investing activities | $5,375 | $68,774 | | Net cash (used in) provided by financing activities | $(157,438) | $206,704 | | **(Decrease) increase in cash** | **$(118,844)** | **$336,715** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes provide detailed disclosures on business operations, accounting policies, revenue sources, debt, fair value measurements, and contingencies - The company is an audio-first media company with 412 owned-and-operated stations, the Westwood One audio network, and the CUMULUS Podcast Network[29](index=29&type=chunk) - In Q3 2021, the company recorded a gain of **$20.8 million** from the sale of land and a building in its Nashville, TN market[35](index=35&type=chunk) Revenue by Source (in thousands of US dollars) | Revenue Source | Q3 2021 | Q3 2020 | Nine Months 2021 | Nine Months 2020 | | :--- | :--- | :--- | :--- | :--- | | Advertising revenues | $233,816 | $192,823 | $651,016 | $560,236 | | Non-advertising revenues | $3,900 | $3,562 | $13,147 | $10,085 | | **Total revenue** | **$237,716** | **$196,385** | **$664,163** | **$570,321** | - Certain subsidiaries received **$20.0 million** in Paycheck Protection Program (PPP) loans during the first half of 2021, which were fully forgiven in October 2021[78](index=78&type=chunk)[80](index=80&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, highlighting COVID-19 recovery, revenue and expense drivers, Adjusted EBITDA reconciliation, and liquidity [Recent Events and Company Outlook](index=20&type=section&id=Recent%20Events%20and%20Company%20Outlook) Operating results remain impacted by COVID-19, with Q3 2021 revenue exceeding prior year but not pre-pandemic levels, alongside significant cost reductions - Net revenue for Q3 2021 exceeded the comparable period in 2020, but overall results remain lower than pre-COVID-19 results, with Q4 2021 revenue expected to continue increasing over the same 2020 period[112](index=112&type=chunk) - The company has taken actions to significantly reduce permanent fixed costs compared to a 2019 baseline and has limited discretionary spending[117](index=117&type=chunk) [Consolidated Results of Operations](index=22&type=section&id=Consolidated%20Results%20of%20Operations) Q3 2021 net revenue increased **21.0%** to **$237.7 million**, leading to **$47.8 million** operating income and **$45.8 million** Adjusted EBITDA Q3 2021 vs Q3 2020 Performance (in thousands of US dollars) | Metric | Q3 2021 | Q3 2020 | % Change | | :--- | :--- | :--- | :--- | | Net revenue | $237,716 | $196,385 | 21.0% | | Operating income (loss) | $47,808 | $(4,943) | N/A | | Net income (loss) | $27,448 | $(15,803) | N/A | | Adjusted EBITDA | $45,828 | $20,331 | 125.4% | - The increase in Q3 net revenue was driven by stronger national and local broadcast advertising, growth in streaming and podcasting, and the return of events that were canceled in 2020 due to COVID-19[127](index=127&type=chunk) - Q3 expenses increased primarily due to higher broadcast rights fees for sporting events, higher personnel costs as temporary 2020 cost-saving actions did not recur, and increased commissions tied to higher revenue[128](index=128&type=chunk)[129](index=129&type=chunk) [Liquidity and Capital Resources](index=28&type=section&id=Liquidity%20and%20Capital%20Resources) As of September 30, 2021, cash and equivalents totaled **$152.9 million**, with **$157.4 million** used in financing activities primarily for debt repayments - The company held **$152.9 million** of cash and cash equivalents as of September 30, 2021[160](index=160&type=chunk) - For the nine months ended September 30, 2021, net cash used in financing activities was **$157.4 million**, primarily due to mandatory and voluntary debt repayments, partially offset by proceeds from PPP loans[172](index=172&type=chunk) [Item 4. Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO concluded that disclosure controls and procedures were effective as of September 30, 2021, with no material changes to internal controls - The CEO and CFO concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2021[177](index=177&type=chunk) - No changes to internal control over financial reporting occurred during Q3 2021 that have materially affected, or are reasonably likely to materially affect, internal controls[178](index=178&type=chunk) [PART II. OTHER INFORMATION](index=31&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides information on legal proceedings, risk factors, and exhibits filed with the report [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) This section details significant legal matters, including a settled NCAA dispute, a dismissed 401(k) class action, and ongoing pre-1972 sound recording litigation - A lawsuit concerning public performance rights for pre-1972 sound recordings is noted, with a recent Ninth Circuit ruling stating no such right exists under California law, and the ultimate impact on the company is still being determined[181](index=181&type=chunk) - A putative class action lawsuit alleging breaches of fiduciary duty under ERISA related to the company's 401(k) plan was dismissed by the court on October 15, 2021, though plaintiffs retain appeal rights[182](index=182&type=chunk) - On August 1, 2021, the company and the NCAA settled competing lawsuits regarding radio broadcast rights fees for events cancelled in 2020 due to the COVID-19 pandemic, concluding the litigation[185](index=185&type=chunk) [Item 1A. Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the 2020 Annual Report on Form 10-K are reported - The report refers readers to the Risk Factors section of the company's 2020 Form 10-K for information on material risks affecting the business[187](index=187&type=chunk) [Item 6. Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including amended bylaws, Sarbanes-Oxley certifications, and Inline XBRL data - A list of exhibits filed with the report is provided, including amended bylaws, Sarbanes-Oxley certifications, and interactive data files (XBRL)[191](index=191&type=chunk)

Cumulus Media Inc. (NASDAQ:CMLS) Q2 2021 Earnings Conference Call August 4, 2021 8:30 AM ET Company Participants Collin Jones - SVP of Corporate Development and Strategy Mary Berner - President and CEO Frank Lopez-Balboa - CFO Conference Call Participants Dan Day - B. Riley Securities Michael Kupinski - Noble Capital Markets Bill Goldman - Cetus Capital Brian Kessler - First Trust Operator Good morning. Thank you for attending the Cumulus Media Quarterly Earnings Conference Call. All lines will be muted dur ...