[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Cumulus Media Inc.'s unaudited condensed consolidated financial statements for Q2 and H1 2021, including balance sheets, operations, equity, cash flows, and notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $1.68 billion and total liabilities to $1.30 billion by June 30, 2021, driven by reduced cash and debt repayments Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $124,978 | $271,761 | | Total current assets | $352,623 | $502,964 | | Total assets | $1,676,306 | $1,859,738 | | **Liabilities & Equity** | | | | Total current liabilities | $123,841 | $129,036 | | Term loan due 2026, net | $353,586 | $460,311 | | Total liabilities | $1,304,631 | $1,462,147 | | Total stockholders' equity | $371,675 | $397,591 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2021 net revenue increased to $224.7 million, with net loss narrowing to $5.9 million, reflecting recovery from COVID-19 impacts Statement of Operations Summary (in thousands, except per share data) | Metric | Q2 2021 | Q2 2020 | H1 2021 | H1 2020 | | :--- | :--- | :--- | :--- | :--- | | Net revenue | $224,718 | $146,022 | $426,446 | $373,936 | | Operating income (loss) | $12,625 | $(32,342) | $4,046 | $(24,082) | | Net loss | $(5,891) | $(36,316) | $(27,809) | $(43,667) | | Diluted loss per share | $(0.29) | $(1.79) | $(1.36) | $(2.15) | [Condensed Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Stockholders' equity decreased to $371.7 million by June 30, 2021, primarily due to the $27.8 million net loss for the six-month period - Total stockholders' equity declined from **$397.6 million** at December 31, 2020, to **$371.7 million** at June 30, 2021, mainly due to the net loss incurred during the first half of the year[18](index=18&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations decreased to $20.7 million, while financing activities used $156.3 million, leading to a cash balance of $125.0 million Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2021 | 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $20,691 | $51,989 | | Net cash (used in) provided by investing activities | $(11,130) | $72,758 | | Net cash (used in) provided by financing activities | $(156,344) | $55,160 | | (Decrease) increase in cash | $(146,783) | $179,907 | | Cash and cash equivalents at end of period | $124,978 | $196,914 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Detailed notes support the financial statements, covering business nature, revenue, assets, debt, fair value, taxes, equity, loss per share, and contingencies - The company is a media, advertising, and marketing services company with **413 owned-and-operated stations**, the Westwood One audio network, and the CUMULUS Podcast Network[26](index=26&type=chunk) Revenue by Source (in thousands) | Revenue Source | Q2 2021 | Q2 2020 | H1 2021 | H1 2020 | | :--- | :--- | :--- | :--- | :--- | | Advertising revenues | $220,764 | $142,873 | $417,200 | $367,413 | | Non-advertising revenues | $3,954 | $3,149 | $9,246 | $6,523 | | **Total revenue** | **$224,718** | **$146,022** | **$426,446** | **$373,936** | Long-Term Debt Summary (in thousands) | Debt Instrument | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Term Loan due 2026 | $356,240 | $469,411 | | 6.75% Senior Notes | $449,695 | $452,836 | | 2020 Revolving Credit Facility | $— | $60,000 | | PPP Loans | $20,000 | $— | | **Long-term debt, net** | **$818,246** | **$967,661** | - In Q1 2021, certain subsidiaries received unsecured loans totaling **$20.0 million** under the Paycheck Protection Program (PPP); the company intends to apply for forgiveness of these loans[72](index=72&type=chunk)[74](index=74&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 and H1 2021 financial performance, highlighting revenue recovery, operating expenses, liquidity, capital resources, and debt management post-COVID-19 - Net revenue for Q2 2021 exceeded the comparable period in 2020, but overall results remain lower than pre-COVID-19 levels; Q3 2021 revenue is expected to continue increasing[105](index=105&type=chunk) - The company defines and utilizes Adjusted EBITDA, a non-GAAP measure, to assess financial performance, excluding items like interest, taxes, depreciation, amortization, stock-based compensation, and restructuring costs from net loss[112](index=112&type=chunk)[113](index=113&type=chunk) [Consolidated Results of Operations](index=21&type=section&id=Consolidated%20Results%20of%20Operations) Q2 2021 net revenue increased 53.9% to $224.7 million, resulting in operating income of $12.6 million and Adjusted EBITDA of $36.9 million Q2 2021 vs Q2 2020 Results (in thousands) | Metric | Q2 2021 | Q2 2020 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Net revenue | $224,718 | $146,022 | $78,696 | 53.9% | | Operating income (loss) | $12,625 | $(32,342) | $44,967 | N/A | | Net loss | $(5,891) | $(36,316) | $30,425 | 83.8% | | Adjusted EBITDA | $36,857 | $(6,375) | $43,232 | N/A | H1 2021 vs H1 2020 Results (in thousands) | Metric | H1 2021 | H1 2020 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Net revenue | $426,446 | $373,936 | $52,510 | 14.0% | | Operating income (loss) | $4,046 | $(24,082) | $28,128 | N/A | | Net loss | $(27,809) | $(43,667) | $15,858 | 36.3% | | Adjusted EBITDA | $45,789 | $21,350 | $24,439 | 114.5% | - The increase in Q2 revenue was driven by strengthening national and local broadcast advertising, growth in streaming and podcasting, and the return of sporting events canceled in 2020[121](index=121&type=chunk) - Corporate expenses increased in Q2 2021 due to a legal settlement and higher personnel costs, including incentive compensation, reflecting improved performance and the absence of prior-year cost-saving actions[127](index=127&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) The company held $125.0 million in cash, with $20.7 million from operations, and managed liquidity through debt prepayments and balance sheet strengthening actions - As of June 30, 2021, the company held **$125.0 million** in cash and cash equivalents, with cash from operating activities for the first six months of 2021 at **$20.7 million**[153](index=153&type=chunk) - Net cash used in financing activities for H1 2021 was **$156.3 million**, primarily due to a **$115.0 million** mandatory debt prepayment from asset sale proceeds and a **$60.0 million** voluntary paydown of the revolving credit facility, partially offset by PPP loan proceeds[167](index=167&type=chunk) - The company believes its business model, cash reserves, and recent balance sheet strengthening actions (asset sales, PPP loans) will help manage its business and liquidity needs despite COVID-19 uncertainty[155](index=155&type=chunk)[156](index=156&type=chunk) [Item 4. Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2021, with no material changes to internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period[171](index=171&type=chunk) - No material changes to internal control over financial reporting occurred during the three months ended June 30, 2021[172](index=172&type=chunk) [PART II. OTHER INFORMATION](index=29&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) This section details legal proceedings, including a settled NCAA dispute, an ongoing 401(k) class action lawsuit, and past litigation concerning pre-1972 sound recordings - A putative class action lawsuit filed in February 2020 alleges the company breached its fiduciary duties under ERISA in the oversight of its 401(k) Plan; the company is defending the case vigorously and cannot reasonably estimate the outcome[176](index=176&type=chunk) - On August 1, 2021, the company and the NCAA settled competing lawsuits related to broadcast rights fees for events canceled in 2020 due to the COVID-19 pandemic, concluding the litigation[177](index=177&type=chunk) - The company was previously involved in lawsuits regarding public performance rights for sound recordings made before February 15, 1972; cases against the company were dismissed, but related litigation continues in the Ninth Circuit with an indeterminable effect[175](index=175&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were identified from those previously disclosed in the company's 2020 Annual Report on Form 10-K - The report refers to Part I, Item 1A, "Risk Factors," in the company's 2020 Form 10-K for information on known material risks, indicating no material updates in this quarterly filing[180](index=180&type=chunk) [Item 6. Exhibits](index=30&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including amended bylaws, CEO/CFO certifications, and Inline XBRL documents - On August 3, 2021, the Board of Directors approved an amendment and restatement of the company's bylaws, revising procedures for director nominations and stockholder proposals, among other administrative updates[181](index=181&type=chunk)[182](index=182&type=chunk) - Exhibits filed include amended bylaws (Exhibit 3.1), CEO and CFO certifications (Exhibits 31.1, 31.2, 32.1), and various Inline XBRL files for financial reporting[184](index=184&type=chunk)

Cumulus Media Inc. (NASDAQ:CMLS) Q1 2021 Earnings Conference Call May 5, 2021 8:30 AM 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 and Chief Financial Officer Conference Call Participants Operator Good day and thank you for standing by. Welcome to the Cumulus Media Quarterly Earnings Conference Call. At this time, all participants are in a listen-only mode. ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis for Cumulus Media Inc [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) This section presents Cumulus Media Inc.'s unaudited condensed consolidated financial statements and related notes for Q1 2021 and 2020 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position at March 31, 2021, and December 31, 2020 **Condensed Consolidated Balance Sheet Highlights (Dollars in thousands):** | Metric | March 31, 2021 | December 31, 2020 | | :-------------------------- | :------------- | :---------------- | | Total Assets | $1,842,268 | $1,859,738 | | Total Liabilities | $1,465,852 | $1,462,147 | | Total Stockholders' Equity | $376,416 | $397,591 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section details the company's financial performance for the three months ended March 31, 2021 and 2020 **Condensed Consolidated Statements of Operations Highlights (Three Months Ended March 31, Dollars in thousands):** | Metric | 2021 | 2020 | | :---------------------------------- | :------- | :------- | | Net Revenue | $201,728 | $227,914 | | Operating (Loss) Income | $(8,579) | $8,259 | | Loss Before Income Taxes | $(26,266) | $(8,900) | | Net Loss | $(21,917) | $(7,351) | | Basic and Diluted Loss Per Share | $(1.07) | $(0.36) | [Condensed Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) This section outlines changes in the company's equity for the three months ended March 31, 2021 and 2020 **Changes in Stockholders' Equity (Three Months Ended March 31, Dollars in thousands):** | Metric | March 31, 2021 | December 31, 2020 | | :-------------------------- | :------------- | :---------------- | | Total Stockholders' Equity (End of Period) | $376,416 | $397,591 | | Net Loss Impact | $(21,917) | $(7,351) | | Stock-based Compensation Expense | $1,057 | $719 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the cash inflows and outflows from operating, investing, and financing activities for Q1 2021 and 2020 **Condensed Consolidated Statements of Cash Flows Highlights (Three Months Ended March 31, Dollars in thousands):** | Cash Flow Activity | 2021 | 2020 | | :---------------------------------- | :------- | :------- | | Net Cash Provided by Operating Activities | $25,946 | $24,216 | | Net Cash (Used in) Provided by Investing Activities | $(2,890) | $8,892 | | Net Cash (Used in) Provided by Financing Activities | $(1,011) | $57,008 | | Increase in Cash and Cash Equivalents | $22,045 | $90,116 | | Cash and Cash Equivalents (End of Period) | $293,806 | $107,123 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations of the company's accounting policies and specific financial statement items [Note 1. Nature of Business, Interim Financial Data and Basis of Presentation](index=8&type=section&id=1.%20Nature%20of%20Business%2C%20Interim%20Financial%20Data%20and%20Basis%20of%20Presentation) This note describes Cumulus Media's business, financial statement presentation, COVID-19 impact on estimates, and supplemental cash flow information - Cumulus Media is a leading audio-first media and entertainment company, operating **415 stations across 86 markets**, delivering nationally-syndicated programming through Westwood One, and growing its network of original podcasts[28](index=28&type=chunk) - The COVID-19 pandemic has made financial estimates and assumptions more difficult to calculate, though there was no material impact to key estimates as of March 31, 2021[30](index=30&type=chunk) **Supplemental Cash Flow Information (Three Months Ended March 31, Dollars in thousands):** | Metric | 2021 | 2020 | | :---------------------------------- | :------- | :------- | | Interest Paid | $8,610 | $7,192 | | Income Taxes Paid (Refunded) | $9 | $(122) | | Trade Revenue | $10,293 | $9,098 | | Trade Expense | $9,534 | $8,081 | - The Company is currently evaluating the impact of adopting ASU 2016-13 (Financial Instruments - Credit Losses), which is effective for Smaller Reporting Companies for fiscal years beginning after December 15, 2022[36](index=36&type=chunk) [Note 2. Revenues](index=9&type=section&id=2.%20Revenues) This note details revenue recognition policies, disaggregates revenue by source, and explains trade and barter transactions **Revenues Disaggregated by Source (Three Months Ended March 31, Dollars in thousands):** | Revenue Source | 2021 | 2020 | | :-------------------------- | :------- | :------- | | Advertising Revenues | $196,436 | $224,540 | | Non-Advertising Revenues | $5,292 | $3,374 | | Total Revenue | $201,728 | $227,914 | - Substantially all revenues are from advertising, primarily broadcast radio advertising time and digital audio network opportunities, with non-advertising revenue being immaterial[40](index=40&type=chunk)[42](index=42&type=chunk) **Trade and Barter Transactions (Three Months Ended March 31, Dollars in millions):** | Metric | 2021 | 2020 | | :-------------------------- | :------- | :------- | | Trade and Barter Revenues | $10.3 | $9.1 | | Trade and Barter Expenses | $9.5 | $8.1 | [Note 3. Intangible Assets](index=11&type=section&id=3.%20Intangible%20Assets) This note breaks down intangible assets, including indefinite and definite-lived assets, and discusses impairment testing policies **Net Book Value of Intangible Assets (March 31, 2021, Dollars in thousands):** | Asset Type | Net Book Value | | :---------------------------------- | :------------- | | FCC Licenses | $824,844 | | Trademarks | $19,755 | | Affiliate and Producer Relationships | $96,515 | | Broadcast Advertising | $13,867 | | Tower Income Contracts | $9,309 | | Other | $0 | | **Total Net Book Value** | **$964,290** | - Amortization expense for intangible assets was **$4.932 million** for the three months ended March 31, 2021[47](index=47&type=chunk) - The Company determined that no triggering event occurred to necessitate interim impairment tests for intangible assets during the three months ended March 31, 2021, despite monitoring COVID-19 related economic conditions[47](index=47&type=chunk) [Note 4. Long-Term Debt](index=11&type=section&id=4.%20Long-Term%20Debt) This note details the company's long-term debt structure, including term loans, revolving credit, senior notes, interest rates, and covenant compliance **Long-Term Debt, Net (Dollars in thousands):** | Debt Instrument | March 31, 2021 | December 31, 2020 | | :---------------------------------- | :------------- | :---------------- | | Term Loan due 2026 | $468,099 | $469,411 | | 6.75% Senior Notes | $452,836 | $452,836 | | 2020 Revolving Credit Facility | $60,000 | $60,000 | | Less: Total Unamortized Debt Issuance Costs | $(8,964) | $(9,336) | | **Long-Term Debt, Net** | **$966,721** | **$967,661** | - The Term Loan due 2026 bears interest at LIBOR plus 3.75% (subject to a 1.00% LIBOR floor) or Alternative Base Rate plus 2.75% (subject to a 2.00% floor), with a rate of **4.75% per annum** as of March 31, 2021[51](index=51&type=chunk) - As of March 31, 2021, **$64.3 million** was outstanding under the 2020 Revolving Credit Facility (including letters of credit), and the company was in compliance with all required covenants for all debt instruments[58](index=58&type=chunk)[62](index=62&type=chunk) [Note 5. Fair Value Measurements](index=13&type=section&id=5.%20Fair%20Value%20Measurements) This note presents fair value measurements for the Term Loan and Senior Notes, classified within the fair value hierarchy **Fair Value of Debt Instruments (Dollars in thousands):** | Debt Instrument | March 31, 2021 (Fair Value) | December 31, 2020 (Fair Value) | | :-------------------------- | :-------------------------- | :----------------------------- | | Term Loan due 2026 | $461,078 | $460,023 | | 6.75% Senior Notes | $459,629 | $464,157 | - Fair values were calculated using third-party trading prices: **98.5%** for Term Loan due 2026 and **101.5%** for 6.75% Senior Notes as of March 31, 2021[63](index=63&type=chunk) [Note 6. Income Taxes](index=13&type=section&id=6.%20Income%20Taxes) This note details income tax benefit and effective tax rates, explaining differences from the federal statutory rate and deferred tax asset assessment **Income Tax Benefit and Effective Tax Rate (Three Months Ended March 31, Dollars in millions):** | Metric | 2021 | 2020 | | :-------------------------- | :------- | :------- | | Income Tax Benefit | $4.3 | $1.5 | | Pre-Tax Book Loss | $(26.3) | $(8.9) | | Effective Tax Rate | 16.6% | 17.4% | - Differences between effective tax rates and the **21.0% federal statutory rate** are primarily due to state and local income taxes and certain statutory non-deductible expenses[66](index=66&type=chunk) - The Company has not recorded a valuation allowance for deferred tax assets as of March 31, 2021, believing they meet the 'more likely than not' recognition standard for recovery[67](index=67&type=chunk) [Note 7. Stockholders' Equity](index=13&type=section&id=7.%20Stockholders%27%20Equity) This note outlines authorized and outstanding common stock, including Class A and B shares, and the expired Shareholder Rights Plan - As of March 31, 2021, the Company had **20,445,622 outstanding shares of common stock**, comprising **18,327,716 Class A shares** and **2,117,906 Class B shares**[71](index=71&type=chunk) - The Shareholder Rights Plan, adopted on May 20, 2020, expired with no rights having become exercisable at the close of business on April 30, 2021[72](index=72&type=chunk)[88](index=88&type=chunk) [Note 8. Loss Per Share](index=14&type=section&id=8.%20Loss%20Per%20Share) This note details basic and diluted loss per share calculations, explaining the exclusion of anti-dilutive potential common shares **Basic and Diluted Loss Per Share (Three Months Ended March 31, Dollars in thousands, except per share data):** | Metric | 2021 | 2020 | | :---------------------------------- | :------- | :------- | | Basic Net Loss Attributable to Common Shares | $(21,917) | $(7,351) | | Basic Weighted Average Shares Outstanding | 20,419,450 | 20,225,074 | | Basic Loss Per Share | $(1.07) | $(0.36) | | Diluted Net Loss Attributable to Common Shares | $(21,917) | $(7,351) | | Diluted Weighted Average Shares Outstanding | 20,419,450 | 20,225,074 | | Diluted Loss Per Share | $(1.07) | $(0.36) | - Potential common shares (employee stock options, restricted shares, other stock awards) were excluded from diluted share count for Q1 2021 and Q1 2020 because their effect would have been anti-dilutive due to the net loss[73](index=73&type=chunk) [Note 9. Commitments and Contingencies](index=15&type=section&id=9.%20Commitments%20and%20Contingencies) This note outlines future contractual commitments and updates on significant legal proceedings, including class action lawsuits and the NCAA dispute - The remaining aggregate obligation under agreements with Nielsen Audio is approximately **$82.9 million** as of March 31, 2021, expected to be paid through December 2022[76](index=76&type=chunk) - The Company is a defendant in a putative class action lawsuit regarding its 401(k) Plan, alleging breach of fiduciary duties. The Company filed a motion to dismiss remaining claims on March 24, 2021, and intends to vigorously defend the case[83](index=83&type=chunk)[85](index=85&type=chunk) - Westwood One and the NCAA filed competing lawsuits concerning the Radio Agreement due to event cancellations in 2020 from COVID-19. While litigation continues, an agreement for the 2020-21 college basketball season has been reached[86](index=86&type=chunk) [Note 10. Subsequent Events](index=16&type=section&id=10.%20Subsequent%20Events) This note discloses significant post-reporting period events, including additional PPP loans and the Shareholder Rights Plan expiration - On April 1, 2021, the Company received an additional **$18.3 million** in PPP loans, bringing the total to **$20 million**. These loans have various maturity dates through April 1, 2026, accrue interest at **1.0%**, and the Company intends to apply for forgiveness[87](index=87&type=chunk)[99](index=99&type=chunk) - The Shareholder Rights Plan expired on April 30, 2021, without any rights becoming exercisable[88](index=88&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on financial condition, operating results, COVID-19 impact, liquidity, and Adjusted EBITDA reconciliation [Overview](index=16&type=section&id=Overview) This section highlights the forward-looking nature of the discussion and the uncertainties related to the COVID-19 pandemic - The discussion includes forward-looking statements, which are subject to risks and uncertainties, including the evolving impact of the COVID-19 pandemic[90](index=90&type=chunk) [Recent Events and Company Outlook](index=17&type=section&id=Recent%20Events%20and%20Company%20Outlook) This section discusses the ongoing impact of COVID-19 on revenue, cost management strategies, and future business uncertainties - Consolidated revenue continued to be negatively impacted by COVID-19 in Q1 2021 compared to pre-COVID-19 results, though Q2 2021 revenue is expected to increase over Q2 2020[91](index=91&type=chunk) - The company implemented cost management plans, including limiting third-party services, travel, and discretionary spending, and temporarily stopped 401(k) and Health Savings Account contributions (reinstated May 1, 2021)[96](index=96&type=chunk) - The broader impact of COVID-19 on the business, financial condition, and operating results remains highly uncertain[97](index=97&type=chunk) [Impact of COVID-19 Relief Measures](index=17&type=section&id=Impact%20of%20COVID-19%20Relief%20Measures) This section details the company's receipt of Paycheck Protection Program (PPP) loans and their terms - Certain subsidiaries received **$20 million** in unsecured loans under the Paycheck Protection Program (PPP), with **$1.7 million** received by March 31, 2021, and the balance on April 1, 2021[99](index=99&type=chunk) - The PPP loans have various maturity dates through April 1, 2026, accrue interest at **1.0%**, and the Company intends to apply for forgiveness, though approval is not assured[99](index=99&type=chunk) [Non-GAAP Financial Measure](index=18&type=section&id=Non-GAAP%20Financial%20Measure) This section defines Adjusted EBITDA as a key non-GAAP metric used for performance assessment and debt covenant compliance - Adjusted EBITDA is a key non-GAAP financial metric used by management to assess financial performance, allocate resources, and determine compliance with debt covenants[101](index=101&type=chunk)[103](index=103&type=chunk) - Adjusted EBITDA excludes interest, taxes, depreciation, amortization, stock-based compensation, gains/losses on asset sales, LMA fees, restructuring costs, acquisition/divestiture expenses, non-routine legal expenses, and non-cash impairments from net loss[102](index=102&type=chunk) [Consolidated Results of Operations](index=19&type=section&id=Consolidated%20Results%20of%20Operations) This section analyzes the company's consolidated financial performance, including revenue, expenses, and net loss for Q1 2021 and 2020 **Consolidated Results of Operations (Three Months Ended March 31, Dollars in thousands):** | Metric | 2021 | 2020 | Change ($) | Change (%) | | :---------------------------------- | :------- | :------- | :--------- | :--------- | | Net Revenue | $201,728 | $227,914 | $(26,186) | (11.5)% | | Content Costs | $90,148 | $88,566 | $1,582 | 1.8% | | Selling, General & Administrative Expenses | $90,098 | $103,627 | $(13,529) | (13.1)% | | Corporate Expenses | $16,438 | $11,809 | $4,629 | 39.2% | | Operating (Loss) Income | $(8,579) | $8,259 | $(16,838) | N/A | | Net Loss | $(21,917) | $(7,351) | $(14,566) | N/A | | Adjusted EBITDA | $8,932 | $27,725 | $(18,793) | (67.8)% | - Net revenue decreased by **11.5%** primarily due to the negative impact of COVID-19 on broadcast advertising and lower political revenue, partially offset by increased digital revenue (podcasting and streaming) and higher trade revenue from returning sporting events[108](index=108&type=chunk) - Corporate expenses increased by **39.2%** due to higher personnel costs (incentive and stock-based compensation) and legal fees, partially offset by lower restructuring expense[114](index=114&type=chunk) **Interest Expense by Debt Instrument (Three Months Ended March 31, Dollars in thousands):** | Debt Instrument | 2021 | 2020 | Change ($) | | :---------------------------------- | :------- | :------- | :--------- | | Term Loan due 2026 | $5,512 | $7,181 | $(1,669) | | 6.75% Senior Notes | $7,642 | $8,438 | $(796) | | 2020 Revolving Credit Facility | $188 | $47 | $141 | | Financing Liabilities | $3,578 | $126 | $3,452 | | Other | $629 | $1,367 | $(738) | | **Total Interest Expense** | **$17,549** | **$17,159** | **$390** | [Liquidity and Capital Resources](index=21&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's cash position, operating cash flow, and strategies for managing liquidity and capital needs - As of March 31, 2021, the Company had **$293.8 million** in cash and cash equivalents and generated **$25.9 million** in cash from operating activities for the three months ended March 31, 2021[123](index=123&type=chunk) - The Company believes its business model, current cash reserves, and recent balance sheet strengthening actions (asset sales, revolving credit facility draw, PPP loans) will help manage liquidity needs despite COVID-19 uncertainty[125](index=125&type=chunk) - The Company continuously monitors its capital structure and evaluates opportunities for additional capital through asset divestitures or issuance of equity/debt securities, subject to market conditions[126](index=126&type=chunk) [Off-Balance Sheet Arrangements](index=22&type=section&id=Of%20-Balance%20Sheet%20Arrangements) This section confirms the absence of any off-balance sheet arrangements as of the reporting date - The Company did not have any off-balance sheet arrangements as of March 31, 2021[136](index=136&type=chunk) [Critical Accounting Policies and Estimates](index=23&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section states that there were no material changes to critical accounting policies and estimates during the quarter - There have been no material changes to the Company's critical accounting policies and estimates during the three months ended March 31, 2021, as detailed in the Annual Report on Form 10-K for 2020[138](index=138&type=chunk) [Item 4. Controls and Procedures](index=23&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and procedures and reports no material changes to internal control over financial reporting - The CEO and CFO concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2021[139](index=139&type=chunk) - There were no changes to the internal control over financial reporting during the three months ended March 31, 2021, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[140](index=140&type=chunk) [PART II. OTHER INFORMATION](index=24&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides updates on legal proceedings, risk factors, exhibits, and official signatures [Item 1. Legal Proceedings](index=24&type=section&id=Item%201.%20Legal%20Proceedings) This section updates on legal proceedings, including class action lawsuits and the NCAA dispute, with an inability to estimate financial impact - The Company is a defendant in a putative class action lawsuit regarding its 401(k) Plan, alleging breach of fiduciary duties. The Company filed a motion to dismiss remaining claims on March 24, 2021, and intends to vigorously defend the case[144](index=144&type=chunk) - Westwood One and the NCAA filed competing lawsuits concerning the Radio Agreement due to event cancellations in 2020 from COVID-19. While litigation continues, an agreement for the 2020-21 college basketball season has been entered[145](index=145&type=chunk) - The Company is unable to reasonably estimate the effect of the ultimate outcome of these legal proceedings on its financial position, results of operations, or cash flows[144](index=144&type=chunk)[145](index=145&type=chunk)[147](index=147&type=chunk) [Item 1A. Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) This section directs readers to the Annual Report on Form 10-K for a comprehensive discussion of material risk factors - Readers should refer to Part I, Item 1A, 'Risk Factors,' in the 2020 Form 10-K for information regarding known material risks[148](index=148&type=chunk) [Item 6. Exhibits](index=25&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including executive certifications and Inline XBRL documents - Exhibits include certifications of the Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[148](index=148&type=chunk) - The report also includes Inline XBRL Instance, Schema, Calculation Linkbase, Definition Linkbase, and Labels Linkbase Documents[148](index=148&type=chunk) [Signatures](index=25&type=section&id=Signatures) This section contains the official signature block, confirming due authorization by the registrant's CFO - The report was signed on May 5, 2021, by Francisco J. Lopez-Balboa, Executive Vice President, Chief Financial Officer of Cumulus Media Inc[151](index=151&type=chunk)[152](index=152&type=chunk)

Cumulus Media, Inc. (NASDAQ:CMLS) Q4 2020 Earnings Conference Call February 23, 2021 8:30 AM ET Company Participants Collin Jones - Senior Vice President, Corporate Development & Strategy Mary Berner - President, Chief Executive Officer & Director Frank Lopez-Balboa - Executive Vice President, Treasurer & Chief Financial Officer Conference Call Participants John Janedis - Wolfe Research Michael Kupinski - NOBLE Capital Markets Zack Silver - B. Riley Allen Kato - Beach Point Capital Operator Ladies and gentl ...

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 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to | --- | --- | --- | --- | |---------------------------------------------------------------------------------------|-------------------------|--------------- ...

Financial Data and Key Metrics Changes - In Q3 2020, total revenue was $196.4 million, down 29.4% from Q3 2019 but up 34.5% over Q2 2020 total revenue [16] - Same-station revenue finished down 29% year-over-year, but improved sequentially each month, with September revenue 35% higher than June [7][16] - EBITDA for the quarter was $20.4 million, with year-to-date free cash flow exceeding $45 million, excluding M&A and ABL draw [19] Business Line Data and Key Metrics Changes - Digital revenue represented over 10% of total revenue, with podcasting up nearly 50% in Q3, delivering record quarterly revenue [9][16] - Political revenue reached $5.8 million, a record for a third quarter, significantly up from $1.7 million in Q3 2019 [17] Market Data and Key Metrics Changes - Spot and network markets were down in the low 30s versus 2019, while digital slightly offset those results with a 2% increase [16] - The company noted that diary markets outperformed PPM markets during the pandemic [7] Company Strategy and Development Direction - The company aims to maximize revenue, manage costs rigorously, and enhance liquidity to emerge from the pandemic well-positioned for long-term success [5] - A focus on expense reduction led to over $25 million in fixed-cost savings in Q3, with expectations of more than $85 million for the year [6][11] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism about Q4, noting positive momentum in bookings driven by political spending, but acknowledged uncertainty due to the pandemic [13][14] - The company remains disciplined in reengineering its business to maximize revenue and reduce costs, while being prepared to capitalize on opportunities as the economy rebounds [14] Other Important Information - The company completed the initial closing of a tower sale-leaseback transaction, resulting in a cash inflow of $202.3 million, significantly strengthening its balance sheet [22] - Net debt has been reduced by more than $330 million since the beginning of the year [23] - Ongoing litigation with the NCAA regarding rights fees related to the cancellation of March Madness was disclosed, with the company believing in the merits of its position [25] Q&A Session Summary Question: Discussion on cash position and potential M&A opportunities - Management indicated that the large cash position allows for both defensive and opportunistic strategies, with debt repayment being a priority but open to M&A opportunities if they arise [28] Question: Insights on Q4 performance across different channels - Management noted a recovery in both spot and network markets, with political spending benefiting local markets, but remained cautious about the pandemic's impact on future performance [31] Question: Bookings outlook for December - Management refrained from providing specific details on December bookings, indicating that more information would be available in future earnings calls [32]

Table of Contents Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value $0.0000001 per share CMLS Nasdaq Global Market Class A common stock purchase rights N/A Nasdaq Global Market UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ...

Financial Data and Key Metrics Changes - In Q2 2020, total revenue was $146 million, down 46.6% from Q2 2019, with EBITDA at a negative $6.3 million [29][12][33] - The company generated $28 million of cash from operations despite the EBITDA decline, and ended the quarter with nearly $200 million in cash, an increase of $91 million since March [21][10][29] - Net debt decreased slightly over $1 billion to $884 million, a reduction of approximately $124 million [38] Business Line Data and Key Metrics Changes - Digital revenue grew by 3.6% on a same-station basis, with podcasting revenue increasing by more than 25% [14][32] - Network advertising performed better than spot advertising, reflecting efficiency and exposure to large national advertisers [13] - Political advertising was not a significant factor in Q2 but is expected to ramp up in Q3 [25] Market Data and Key Metrics Changes - The company experienced a sequential improvement in revenue declines, with April down 51%, May down 50%, and June down 39% [29] - Smaller markets performed better than larger markets, with some recovery in categories like professional services and general services [24] Company Strategy and Development Direction - The company executed significant expense cuts totaling $85 million for the year to mitigate revenue declines due to COVID-19 [9][20] - A strategic agreement was made to monetize the Tower portfolio for $213 million, which will facilitate further debt pay down and increase cash resources [22][39] - The company aims to capitalize on the rebounding economy while continuing aggressive debt reduction and investment in growth [27] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in navigating through economic downturns due to strong liquidity and cost actions taken [11][27] - There is uncertainty regarding the timing of a return to a more predictable environment, but bookings are expected to improve materially in Q3 [23][11] - The company remains focused on revenue recovery, expense reductions, and cash management [11] Other Important Information - The company completed the sale of land in Bethesda, Maryland, generating $66 million in net proceeds [36] - The SEC's order on a petition for declaratory ruling was favorable, allowing the company to simplify its share class structure [44][45] Q&A Session Summary Question: July advertising performance and digital opportunities - July results were down about 32%, with more orders in August indicating constructive trends [46] - Digital opportunities remain strong, with podcasting pacing well for Q3 and local digital services performing twice as well as broadcast [48] Question: Westwood One news closure and sports exposure - The decision to close Westwood One news was based on the expensive nature of the business model, with minimal impact on top-line or EBITDA [52] - The company has a larger sports exposure in Q3 compared to Q2, but potential cancellations could impact EBITDA [55]

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, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-24525 Cumulus Media Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 82-5134717 (State or Other Jurisd ...

Cumulus Media Inc. (NASDAQ:CMLS) Q1 2020 Results Earnings Conference Call May 11, 2020 4:30 PM ET Company Participants Collin Jones - SVP of Corporate Development & Strategy Mary Berner - President and CEO Frank Lopez-Balboa - EVP & Chief Financial Officer Conference Call Participants John Janedis - Wolfe Research Michael Kupinski - Noble Capital Markets, Inc. Zack Silver - B. Riley FBR, Inc. Operator Welcome to the Cumulus Media Quarterly Earnings Conference Call. I’ll now turn it over to Collin Jones, Sen ...