• Westwood One to Offer Football Fans Prime Time Action, With Expanded Pregame Shows for Monday Night Football, Weekday Specialty Programs, and More • New Westwood One Sports Brand Site and App Make Accessing the Best in NFL Audio Coverage Easier This Season NEW YORK, Sept. 03, 2025 (GLOBE NEWSWIRE) -- Cumulus Media’s Westwood One (OTCQB: CMLS), the largest audio network in the U.S. and the official network audio broadcast partner of the NFL, announces its 2025 NFL Season programming lineup, as it celebra ...

Financial Data and Key Metrics Changes - Total revenue declined by 9.2%, slightly better than previous guidance, with a 5% decline excluding political impacts and comparisons to the Daily Wire and Dan Bongino [4][19] - EBITDA for the quarter was $22.4 million, with net income down approximately 20% [19][21] - Digital revenue increased by 20% year-over-year, with the Digital Marketing Services (DMS) business growing by 38% [19][10] Business Line Data and Key Metrics Changes - The DMS business now represents roughly 50% of total digital revenue, reflecting strong growth and performance [19] - Local digital marketing services business outperformed, growing at a rate nearly double that of radio peers and more than four times the expected growth rate of the digital ad market [8][10] - Broadcast advertising faced headwinds, particularly among national advertisers, with network revenue down 20% due to various factors including comparison issues and reduced inventory [12][21] Market Data and Key Metrics Changes - The overall market environment continued to pressure national spot and network revenue channels, with local spot showing slight improvement compared to national [11][32] - Key performing categories in spot included travel and financial, while pharma and insurance led in network [21] Company Strategy and Development Direction - The company is focusing on digital growth areas while continuing to reduce fixed costs, having achieved $175 million in fixed cost reductions over the past five years [5][15] - There is an emphasis on leveraging AI for business efficiencies and growth opportunities across all functions [5][16] - The company aims to surpass a $100 million run rate in DMS early next year, with increasing contribution margins expected [9] Management's Comments on Operating Environment and Future Outlook - Management noted that macro pressures are expected to persist in the short term, but they believe the company will continue to outperform peers in controllable areas [4][17] - The company ended the quarter with $97 million in cash, including a $55 million draw on its ABL revolver, providing significant flexibility [5][17] - Management expressed confidence in the core assets of the company and its ability to drive new areas of growth despite high leverage and market challenges [18] Other Important Information - The company has seen a positive culture survey with high employee engagement scores, indicating strong internal morale [18] - Non-core asset sales are expected to generate nearly $14 million by the end of the year [22] Q&A Session Summary Question: Is there an expectation for improvement in national advertising pacing? - Management indicated that while a lower interest rate environment should generally benefit advertising channels, there has not been a significant improvement in pacing at this time [25][26] Question: What is the impact of declining referral search engine traffic on digital marketing services? - Management noted that referral search is a small part of their digital business and they are not heavily dependent on it, focusing instead on geo-targeting and other strategies [28][29] Question: Are there any advertising categories showing signs of stabilization? - Management highlighted that professional services, home products, automotive, financial, and entertainment are key categories, with slight improvements in local spot versus national [31][32]

PART I. FINANCIAL INFORMATION This part presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements for Cumulus Media Inc., including balance sheets, statements of operations, stockholders' equity, and cash flows, along with detailed notes explaining the company's business, accounting policies, revenue recognition, intangible assets, long-term debt, fair value measurements, income taxes, stockholders' equity, loss per share, commitments, contingencies, and subsequent events [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the company's financial position, detailing assets, liabilities, and stockholders' equity at specific dates Metric (in thousands) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Cash and cash equivalents | $96,745 | $63,836 | | Total current assets | $280,617 | $248,051 | | Total assets | $1,105,967 | $1,118,649 | | Total current liabilities | $130,059 | $133,778 | | Long-term debt | $720,210 | $669,041 | | Total liabilities | $1,143,055 | $1,111,698 | | Total stockholders' (deficit) equity | $(37,088) | $6,951 | - The company's total assets decreased from **$1,118,649 thousand** at December 31, 2024, to **$1,105,967 thousand** at June 30, 2025 Total liabilities increased from **$1,111,698 thousand** to **$1,143,055 thousand**, leading to a shift from **positive stockholders' equity** of **$6,951 thousand** to a **deficit** of **$(37,088) thousand**[8](index=8&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section outlines the company's revenues, expenses, and net loss over specific reporting periods Metric (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net revenue | $186,017 | $204,849 | $373,366 | $404,902 | | Operating income (loss) | $3,678 | $(9,583) | $(11,096) | $(20,057) | | Net loss | $(12,821) | $(27,699) | $(45,188) | $(41,853) | | Basic loss per share | $(0.74) | $(1.64) | $(2.61) | $(2.49) | - For the three months ended June 30, 2025, net revenue decreased by **9.2%** YoY to **$186,017 thousand**, but the company improved its operating income to **$3,678 thousand** from a loss of **$(9,583) thousand** in the prior year Net loss significantly narrowed to **$(12,821) thousand** from **$(27,699) thousand** YoY[9](index=9&type=chunk) - For the six months ended June 30, 2025, net revenue decreased by **7.8%** YoY to **$373,366 thousand** The net loss widened to **$(45,188) thousand** from **$(41,853) thousand** in the prior year, and basic loss per share increased to **$(2.61)** from **$(2.49)**[9](index=9&type=chunk) [Condensed Consolidated Statements of Stockholders' (Deficit) Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20(Deficit)%20Equity) This section details changes in the company's stockholders' equity, including net loss and stock-based compensation Metric (in thousands) | Metric (in thousands) | Balance at Dec 31, 2024 | Balance at June 30, 2025 | | :-------------------- | :---------------------- | :----------------------- | | Total Stockholders' (Deficit) Equity | $6,951 | $(37,088) | | Net loss (6 months) | N/A | $(45,188) | | Stock based compensation expense (6 months) | N/A | $1,423 | Metric (in thousands) | Metric (in thousands) | Balance at Dec 31, 2023 | Balance at June 30, 2024 | | :-------------------- | :---------------------- | :----------------------- | | Total Stockholders' (Deficit) Equity | $286,582 | $246,051 | | Net loss (6 months) | N/A | $(41,853) | | Stock based compensation expense (6 months) | N/A | $2,408 | - The company's total stockholders' equity shifted from a **positive balance** of **$6,951 thousand** at December 31, 2024, to a **deficit** of **$(37,088) thousand** by June 30, 2025, primarily due to a net loss of **$(45,188) thousand** during the six-month period[14](index=14&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section reports the cash inflows and outflows from operating, investing, and financing activities Metric (in thousands) | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(7,527) | $(24,056) | | Net cash (used in) provided by investing activities | $(10,570) | $2,349 | | Net cash provided by (used in) financing activities | $51,006 | $(5,461) | | Increase (decrease) in cash and cash equivalents | $32,909 | $(27,168) | | Cash and cash equivalents at end of period | $96,745 | $53,492 | - Net cash used in operating activities **significantly decreased** from **$(24,056) thousand** in H1 2024 to **$(7,527) thousand** in H1 2025 Investing activities shifted from a **net cash inflow** of **$2,349 thousand** in H1 2024 (due to BMI sale proceeds) to a **net cash outflow** of **$(10,570) thousand** in H1 2025 Financing activities provided **$51,006 thousand** in H1 2025, primarily from revolving credit facility borrowings, compared to a net use of **$(5,461) thousand** in H1 2024[18](index=18&type=chunk) [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, financial statement items, and significant events [Note 1. Nature of Business, Interim Financial Data and Basis of Presentation](index=8&type=section&id=1.%20Nature%20of%20Business,%20Interim%20Financial%20Data%20and%20Basis%20of%20Presentation) This note describes the company's operations, reporting segment, and the basis for interim financial statement presentation - Cumulus Media is an audio-first media company operating **400** owned-and-operated radio stations, delivering nationally-syndicated programming through Westwood One, and inspiring listeners via the Cumulus Podcast Network It provides advertisers with broadcast and digital solutions[22](index=22&type=chunk) - The company operates as one reportable segment, with the CEO as the Chief Operating Decision Maker, utilizing consolidated net loss and Adjusted EBITDA for performance assessment[24](index=24&type=chunk) - As of June 30, 2025, assets held for sale increased to **$10.7 million** from **$0.9 million** at December 31, 2024, primarily consisting of property and equipment A **$1.4 million** impairment was recorded for these assets in Q2 2025[28](index=28&type=chunk) - The company received **$14.8 million** in cash proceeds from the sale of Broadcast Music, Inc (BMI) in February 2024, recognized as other income[29](index=29&type=chunk) - The company incurred operating losses of **$45.2 million** and **$41.9 million** for the six months ended June 30, 2025 and 2024, respectively Despite a **$22.1 million** decrease in cash (excluding a **$55.0 million** draw on the revolving credit facility), management believes current cash reserves and credit facility access will meet liquidity needs for at least the next twelve months[32](index=32&type=chunk) Supplemental Cash Flow Information (Six Months Ended June 30) | Metric (in thousands) | 2025 | 2024 | | :-------------------- | :------ | :------ | | Interest paid | $32,699 | $34,594 | | Income taxes (refunded) paid | $(5) | $473 | | Trade revenue | $36,004 | $33,381 | | Trade expense | $33,395 | $29,999 | | Noncash principal change in financing liabilities | $(12,997) | $488 | [Note 2. Revenues](index=10&type=section&id=2.%20Revenues) This note details the company's revenue recognition policies and disaggregates net revenue by source Revenues by Source (Three Months Ended June 30) | Revenue Source (in thousands) | 2025 | 2024 | | :---------------------------- | :-------- | :-------- | | Spot | $91,151 | $101,806 | | Network | $27,286 | $34,306 | | Total broadcast radio revenue | $118,437 | $136,112 | | Digital | $38,832 | $39,397 | | Other | $28,748 | $29,340 | | Net revenue | $186,017 | $204,849 | Revenues by Source (Six Months Ended June 30) | Revenue Source (in thousands) | 2025 | 2024 | | :---------------------------- | :-------- | :-------- | | Spot | $172,115 | $192,300 | | Network | $71,219 | $83,400 | | Total broadcast radio revenue | $243,334 | $275,800 | | Digital | $75,397 | $73,800 | | Other | $54,635 | $55,200 | | Net revenue | $373,366 | $404,900 | - Broadcast radio revenue, comprising spot and network advertising, is the **primary revenue source** Digital revenue is generated from podcasting, streaming audio, websites, mobile apps, and digital marketing services Other revenue includes trade/barter transactions, remote/event revenue, and non-advertising fees[39](index=39&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk) - For the six months ended June 30, 2025, trade and barter revenues were **$36.0 million**, with corresponding expenses of **$33.4 million**[42](index=42&type=chunk) [Note 3. Intangible Assets](index=12&type=section&id=3.%20Intangible%20Assets) This note provides information on the company's intangible assets, including broadcast licenses and trademarks Intangible Assets Net Book Value (in thousands) | Asset Type | June 30, 2025 | | :------------------ | :------------ | | Broadcast licenses | $517,270 | | Trademarks | $16,364 | | Affiliate and producer relationships | $49,537 | | Tower income contracts | $2,872 | | Total Net Book Value | $586,043 | - The net book value of intangible assets as of June 30, 2025, was **$586.0 million**, with broadcast licenses being the **largest component** at **$517.3 million** The company performs annual impairment testing for indefinite-lived assets and interim reviews for definite-lived assets[44](index=44&type=chunk) [Note 4. Long-Term Debt](index=13&type=section&id=4.%20Long-Term%20Debt) This note outlines the company's long-term debt instruments, their terms, and recent exchange offers Long-Term Debt (in thousands) | Debt Instrument | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Term Loan due 2026 | $1,203 | $1,203 | | Senior Notes due 2026 | $22,697 | $22,697 | | Term Loan due 2029 | $325,073 | $326,514 | | Senior Notes due 2029 | $319,730 | $321,181 | | 2020 Revolving Credit Facility | $55,000 | — | | Long-term debt, net | $720,210 | $669,041 | - The company's long-term debt, net, increased from **$669.0 million** at December 31, 2024, to **$720.2 million** at June 30, 2025, primarily due to borrowings under the 2020 Revolving Credit Facility[46](index=46&type=chunk) - In May 2024, the company completed exchange offers, converting **$328.3 million** of Term Loan due 2026 into **$311.8 million** of Term Loan due 2029, and **$323.0 million** of Senior Notes due 2026 into **$306.4 million** of Senior Notes due 2029 These exchanges resulted in prospective yield adjustments and amortization of the principal differences to interest expense[52](index=52&type=chunk)[55](index=55&type=chunk)[67](index=67&type=chunk)[72](index=72&type=chunk) - The 2020 Revolving Credit Facility was extended to March 1, 2029, and its aggregate commitments increased to **$125.0 million** As of June 30, 2025, **$59.6 million** was outstanding, including **$4.6 million** in letters of credit[57](index=57&type=chunk)[62](index=62&type=chunk) [Note 5. Fair Value Measurements](index=16&type=section&id=5.%20Fair%20Value%20Measurements) This note describes the fair value hierarchy and measurements for the company's financial instruments Fair Value of Debt Instruments (in thousands) | Debt Instrument | Gross Value (June 30, 2025) | Fair Value (June 30, 2025) | | :-------------------- | :-------------------------- | :------------------------- | | Term Loan due 2026 | $1,203 | $301 | | Term Loan due 2029 | $325,073 | $75,622 | | Senior Notes due 2026 | $22,697 | $14,626 | | Senior Notes due 2029 | $319,730 | $70,466 | - The fair values of the company's Term Loans and Senior Notes are **significantly lower** than their gross values, indicating market discounts For example, the Term Loan due 2029 has a gross value of **$325.1 million** but a fair value of **$75.6 million** as of June 30, 2025[75](index=75&type=chunk) [Note 6. Income Taxes](index=16&type=section&id=6.%20Income%20Taxes) This note explains the company's income tax expense, effective tax rates, and deferred tax assets Income Tax Expense and Effective Tax Rate | Period | Pre-tax Book Loss (in thousands) | Income Tax Expense (in thousands) | Effective Tax Rate | | :-------------------- | :------------------------------- | :-------------------------------- | :----------------- | | Three Months Ended June 30, 2025 | $(12,449) | $372 | (3.0)% | | Three Months Ended June 30, 2024 | $(26,920) | $779 | (2.9)% | | Six Months Ended June 30, 2025 | $(43,169) | $2,019 | (4.7)% | | Six Months Ended June 30, 2024 | $(39,575) | $2,278 | (5.8)% | - The effective tax rates for both the three and six months ended June 30, 2025 and 2024, were negative, primarily due to a valuation allowance recognized against deferred tax assets, state and local income taxes, and certain non-deductible expenses[79](index=79&type=chunk)[80](index=80&type=chunk) [Note 7. Stockholders' Equity](index=17&type=section&id=7.%20Stockholders'%20Equity) This note details the components of stockholders' equity, including common stock and share repurchase programs - As of June 30, 2025, the company had **17,440,084** outstanding shares of common stock, comprising **17,128,043** Class A shares and **312,041** Class B shares[82](index=82&type=chunk) - A share repurchase program authorized up to **$25.0 million** of Class A common stock, but it expired on May 15, 2025 No shares were repurchased during the six months ended June 30, 2025 or 2024, due to significant restrictions under debt agreements[83](index=83&type=chunk)[84](index=84&type=chunk)[138](index=138&type=chunk) [Note 8. Loss Per Share](index=17&type=section&id=8.%20Loss%20Per%20Share) This note presents the calculation of basic and diluted loss per share for the reporting periods Basic and Diluted Loss Per Share | Period | Basic Loss Per Share | Diluted Loss Per Share | | :-------------------- | :------------------- | :--------------------- | | Three Months Ended June 30, 2025 | $(0.74) | $(0.74) | | Three Months Ended June 30, 2024 | $(1.64) | $(1.64) | | Six Months Ended June 30, 2025 | $(2.61) | $(2.61) | | Six Months Ended June 30, 2024 | $(2.49) | $(2.49) | - Basic and diluted loss per share are identical for both Class A and Class B common stock due to the net loss, which renders potential common shares **anti-dilutive**[86](index=86&type=chunk)[87](index=87&type=chunk) [Note 9. Commitments and Contingencies](index=19&type=section&id=9.%20Commitments%20and%20Contingencies) This note describes the company's legal proceedings, commitments, and potential contingent liabilities - The company is involved in various legal proceedings and accrues for probable and estimable liabilities Management believes the ultimate resolution of current claims will not materially adversely affect its financial position, results of operations, or cash flows[88](index=88&type=chunk)[90](index=90&type=chunk) [Note 10. Subsequent Event](index=19&type=section&id=10.%20Subsequent%20Event) This note discloses significant events that occurred after the balance sheet date - On July 4, 2025, new tax law was signed, permanently extending several business tax provisions The company does not anticipate a **material impact** on its financial statements from this change[91](index=91&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) This section provides management's perspective on the company's financial performance and condition, including an overview of operations, the transition to OTC Markets, the definition and reconciliation of Adjusted EBITDA (a non-GAAP measure), and a detailed analysis of consolidated results for the three and six months ended June 30, 2025, compared to the prior year It also discusses liquidity, capital resources, and critical accounting policies [Overview](index=19&type=section&id=Overview) This section provides an introductory context for the management's discussion and analysis - The discussion of financial condition and results of operations should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and the Annual Report on Form 10-K for the year ended December 31, 2024[92](index=92&type=chunk) [Transition to the OTC Markets](index=19&type=section&id=Transition%20to%20the%20OTC%20Markets) This section explains the company's recent transition of its stock trading to the OTC Markets - Shares of Class A common stock were suspended from trading on the Nasdaq Global Market on May 2, 2025, due to non-compliance with Nasdaq Listing Rules Trading commenced on the OTC Markets' OTCQB® market tier on the same date[93](index=93&type=chunk) [Non-GAAP Financial Measure](index=20&type=section&id=Non-GAAP%20Financial%20Measure) This section defines and explains the company's use of Adjusted EBITDA as a non-GAAP financial metric - Adjusted EBITDA is a non-GAAP financial metric used by management and the chief operating decision maker to assess financial performance, allocate resources, and determine compliance with credit agreement covenants It excludes interest, taxes, depreciation, amortization, stock-based compensation, gains/losses on asset sales or debt extinguishment, restructuring costs, acquisition/divestiture expenses, non-routine legal expenses, and non-cash impairments from net loss[94](index=94&type=chunk)[95](index=95&type=chunk) [Consolidated Results of Operations](index=20&type=section&id=Consolidated%20Results%20of%20Operations) This section analyzes the company's consolidated financial performance for the reported periods [Analysis of Consolidated Results of Operations](index=20&type=section&id=Analysis%20of%20Consolidated%20Results%20of%20Operations) This section provides a summary of key financial metrics from the consolidated statements of operations Consolidated Results of Operations (Three Months Ended June 30) | Metric (in thousands) | 2025 | 2024 | Change ($) | Change (%) | | :-------------------- | :-------- | :-------- | :--------- | :--------- | | Net revenue | $186,017 | $204,849 | $(18,832) | (9.2)% | | Operating income (loss) | $3,678 | $(9,583) | $13,261 | N/A | | Net loss | $(12,821) | $(27,699) | $14,878 | 53.7% | | Adjusted EBITDA | $22,358 | $25,213 | $(2,855) | (11.3)% | Consolidated Results of Operations (Six Months Ended June 30) | Metric (in thousands) | 2025 | 2024 | Change ($) | Change (%) | | :-------------------- | :-------- | :-------- | :--------- | :--------- | | Net revenue | $373,366 | $404,902 | $(31,536) | (7.8)% | | Operating loss | $(11,096) | $(20,057) | $8,961 | (44.7)% | | Net loss | $(45,188) | $(41,853) | $(3,335) | (8.0)% | | Adjusted EBITDA | $25,877 | $33,618 | $(7,741) | (23.0)% | [Three Months Ended June 30, 2025 compared to the Three Months Ended June 30, 2024](index=21&type=section&id=Three%20Months%20Ended%20June%2030,%202025%20compared%20to%20the%20Three%20Months%20Ended%20June%2030,%202024) This section details the financial performance comparison for the three-month periods ended June 30 - Net revenue decreased by **$18.8 million** (**9.2%**) due to reductions in spot and network revenues, and lower podcasting revenue, partially offset by growth in digital marketing services[101](index=101&type=chunk) - Content costs decreased by **$14.2 million** (**19.3%**) due to lower revenue share, personnel costs, broadcast rights (contract renegotiation), and third-party station inventory costs, partially offset by higher digital expenses[102](index=102&type=chunk) - Corporate expenses decreased by **$17.6 million** (**55.4%**), primarily from lower debt exchange costs (**$16.3 million** in 2024) and reduced personnel expense, partially offset by higher restructuring charges[105](index=105&type=chunk) - Interest expense decreased by **$1.3 million** (**7.5%**), driven by lower expenses for Term Loan due 2026 and Senior Notes due 2026, partially offset by increased expenses for Term Loan due 2029, 2020 Revolving Credit Facility, and Senior Notes due 2029[107](index=107&type=chunk) Interest Expense by Debt Instrument (Three Months Ended June 30, in thousands) | Debt Instrument | 2025 | 2024 | Change ($) | | :-------------------- | :------ | :------ | :--------- | | Term Loan due 2026 | $25 | $2,879 | $(2,854) | | Term Loan due 2029 | $7,311 | $5,504 | $1,807 | | Senior Notes due 2026 | $383 | $2,267 | $(1,884) | | 2020 Revolving Credit Facility | $463 | — | $463 | | Senior Notes due 2029 | $6,128 | $4,017 | $2,111 | | Financing liabilities | $3,217 | $3,483 | $(266) | | Amortization of debt discount | $(1,461) | $(891) | $(570) | | Other | $241 | $367 | $(126) | | Total Interest expense | $16,307 | $17,626 | $(1,319) | [Six Months Ended June 30, 2025 compared to the Six Months Ended June 30, 2024](index=22&type=section&id=Six%20Months%20Ended%20June%2030,%202025%20compared%20to%20the%20Six%20Months%20Ended%20June%2030,%202024) This section details the financial performance comparison for the six-month periods ended June 30 - Net revenue decreased by **$31.5 million** (**7.8%**) due to reductions in spot and network revenues, partially offset by **$1.6 million** higher digital advertising revenue[111](index=111&type=chunk)[112](index=112&type=chunk) - Content costs decreased by **$19.9 million** (**12.6%**) due to lower revenue share, personnel costs, broadcast rights, and third-party station inventory costs, partially offset by higher digital expenses[113](index=113&type=chunk) - Corporate expenses decreased by **$18.8 million** (**39.5%**) primarily due to lower debt exchange costs (**$16.3 million** in 2024), reduced personnel expense, and lower legal fees, partially offset by higher restructuring charges[116](index=116&type=chunk) - Interest expense decreased by **$2.7 million** (**7.6%**), primarily due to significant reductions in Term Loan due 2026 and Senior Notes due 2026 expenses, partially offset by increases in Term Loan due 2029, 2020 Revolving Credit Facility, and Senior Notes due 2029 expenses[119](index=119&type=chunk) Interest Expense by Debt Instrument (Six Months Ended June 30, in thousands) | Debt Instrument | 2025 | 2024 | Change ($) | | :-------------------- | :------ | :------ | :--------- | | Term Loan due 2026 | $50 | $10,395 | $(10,345) | | Term Loan due 2029 | $14,639 | $5,504 | $9,135 | | Senior Notes due 2026 | $766 | $8,110 | $(7,344) | | 2020 Revolving Credit Facility | $463 | — | $463 | | Senior Notes due 2029 | $12,187 | $4,017 | $8,170 | | Financing liabilities | $6,577 | $6,994 | $(417) | | Amortization of debt discount | $(2,894) | $(891) | $(2,003) | | Other | $541 | $857 | $(316) | | Total Interest expense | $32,329 | $34,986 | $(2,657) | - Other income for the six months ended June 30, 2024, included a **$14.8 million** gain from the sale of Broadcast Music, Inc (BMI), which was not present in 2025[120](index=120&type=chunk) [Reconciliation of Non-GAAP Financial Measure](index=25&type=section&id=Reconciliation%20of%20Non-GAAP%20Financial%20Measure) This section provides a reconciliation of GAAP net loss to Adjusted EBITDA Adjusted EBITDA Reconciliation (Three Months Ended June 30, in thousands) | Metric | 2025 | 2024 | | :-------------------- | :-------- | :-------- | | GAAP net loss | $(12,821) | $(27,699) | | Income tax expense | $372 | $779 | | Non-operating expense, net | $16,127 | $17,507 | | Depreciation and amortization | $14,116 | $14,725 | | Stock-based compensation expense | $574 | $1,336 | | Impairment of assets held for sale | $1,420 | — | | Gain on early extinguishment of debt | — | $(170) | | Restructuring costs | $2,358 | $1,988 | | Debt exchange costs | — | $16,271 | | Non-routine legal expenses | $42 | $280 | | Franchise taxes | $170 | $196 | | Adjusted EBITDA | $22,358 | $25,213 | Adjusted EBITDA Reconciliation (Six Months Ended June 30, in thousands) | Metric | 2025 | 2024 | | :-------------------- | :-------- | :-------- | | GAAP net loss | $(45,188) | $(41,853) | | Income tax expense | $2,019 | $2,278 | | Non-operating expense, net | $32,073 | $19,688 | | Depreciation and amortization | $28,912 | $29,603 | | Stock-based compensation expense | $1,423 | $2,408 | | Impairment of assets held for sale | $1,420 | — | | Gain on early extinguishment of debt | — | $(170) | | Restructuring costs | $4,826 | $4,118 | | Debt exchange costs | — | $16,271 | | Non-routine legal expenses | $42 | $888 | | Franchise taxes | $350 | $387 | | Adjusted EBITDA | $25,877 | $33,618 | [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash position, cash flow activities, and future liquidity needs - As of June 30, 2025, the company had **$96.7 million** in cash and cash equivalents Net cash used in operating activities **significantly decreased** to **$7.5 million** for the six months ended June 30, 2025, from **$24.1 million** in the prior year[125](index=125&type=chunk)[140](index=140&type=chunk) - The company's **primary anticipated uses** of liquidity in 2025 include funding working capital, interest and tax payments, capital expenditures, and strategic plan execution Management believes current cash reserves and revolving credit facility borrowings will manage liquidity needs for at least the next twelve months[128](index=128&type=chunk)[129](index=129&type=chunk) - Net cash used in investing activities was **$10.6 million** for the six months ended June 30, 2025, primarily for capital expenditures, a shift from **net cash provided by investing activities** of **$2.3 million** in the prior year which included proceeds from the BMI Sale[141](index=141&type=chunk)[142](index=142&type=chunk) - Net cash provided by financing activities was **$51.0 million** for the six months ended June 30, 2025, mainly reflecting **$55.0 million** from borrowings under the 2020 Revolving Credit Agreement[143](index=143&type=chunk) - The company had no off-balance sheet arrangements as of June 30, 2025[145](index=145&type=chunk) [Critical Accounting Policies and Estimates](index=28&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section highlights the company's significant accounting policies and estimates - There have been **no material changes** to the company's critical accounting policies and estimates during the six months ended June 30, 2025, as compared to those disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024[146](index=146&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Cumulus Media Inc. is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide information under this item[147](index=147&type=chunk) [Item 4. Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2025 There were no material changes to internal control over financial reporting during the three months ended June 30, 2025 - The CEO and CFO concluded that disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2025[148](index=148&type=chunk) - No **material changes** to internal control over financial reporting occurred during the three months ended June 30, 2025[149](index=149&type=chunk) PART II. OTHER INFORMATION This part includes legal proceedings, risk factors, equity sales, other information, and exhibits [Item 1. Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) There have been no additional material legal proceedings or developments since the last Annual Report on Form 10-K - No additional **material legal proceedings** or developments have occurred since the Annual Report on Form 10-K for the year ended December 31, 2024[151](index=151&type=chunk) [Item 1A. Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) There were no material changes to the company's previously disclosed risk factors during the six months ended June 30, 2025 - No **material changes** to previously disclosed risk factors occurred during the six months ended June 30, 2025[151](index=151&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities,%20Use%20of%20Proceeds,%20and%20Issuer%20Purchases%20of%20Equity%20Securities) There were no unregistered sales of equity securities, use of proceeds, or issuer purchases of equity securities during the period - None reported for this item[152](index=152&type=chunk) [Item 5. Other Information](index=28&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the fiscal quarter ended June 30, 2025 - No directors or officers adopted, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the fiscal quarter ended June 30, 2025[153](index=153&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including an employment agreement, certifications from the Principal Executive and Financial Officers, and Inline XBRL documents Key Exhibits Filed | Exhibit Number | Description | | :------------- | :---------- | | 10.1 | Fifth Amendment to Employment Agreement, dated June 10, 2025, by and between Cumulus Media Inc. and Richard S. Denning. | | 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. | | 104 | Cover Page Interactive Data File. | [Signatures](index=29&type=section&id=Signatures) The report was duly signed on behalf of Cumulus Media Inc. by Francisco J. Lopez-Balboa, Executive Vice President, Chief Financial Officer, on August 7, 2025 - The report was signed by Francisco J Lopez-Balboa, Executive Vice President, Chief Financial Officer, on August 7, 2025[158](index=158&type=chunk)

[Operating Results Overview](index=1&type=section&id=Operating%20Results%20Overview) This section summarizes Cumulus Media's Q2 and year-to-date 2025 financial performance, including CEO insights and key financial metrics [CEO Commentary](index=1&type=section&id=CEO%20Commentary) Cumulus Media's CEO highlighted market share gains in broadcast spot revenue and significant digital growth, alongside $5 million in quarterly cost reductions - Outperformed radio peers in **broadcast spot revenue** channels, gaining market share[2](index=2&type=chunk) - Significantly outperformed in digital, delivering **double the growth rate** of radio peers[2](index=2&type=chunk) - Digital marketing services grew **38% year-over-year**[2](index=2&type=chunk) - Executed **$5 million** of annualized cost reductions in the quarter, bringing total annualized cost reductions to **$175 million** over the last 5 years[2](index=2&type=chunk) [Q2 & YTD 2025 Key Financial Highlights](index=1&type=section&id=Q2%20%26%20YTD%202025%20Key%20Financial%20Highlights) Q2 2025 saw a 9.2% net revenue decline and an 11.3% Adjusted EBITDA decrease, alongside a 53.7% reduction in net loss, with digital marketing services growing 38% Q2 2025 Key Financial Highlights | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | % Change | | :-------------------- | :--------------------- | :--------------------- | :------- | | Net revenue | $186,017 | $204,849 | (9.2)% | | Net loss | $(12,821) | $(27,699) | 53.7% | | Adjusted EBITDA | $22,358 | $25,213 | (11.3)% | | Basic loss per share | $(0.74) | $(1.64) | 54.9% | | Diluted loss per share| $(0.74) | $(1.64) | 54.9% | YTD June 30, 2025 Key Financial Highlights | Metric | YTD June 30, 2025 (in thousands) | YTD June 30, 2024 (in thousands) | % Change | | :-------------------- | :------------------------------- | :------------------------------- | :------- | | Net revenue | $373,366 | $404,902 | (7.8)% | | Net loss | $(45,188) | $(41,853) | (8.0)% | | Adjusted EBITDA | $25,877 | $33,618 | (23.0)% | | Basic loss per share | $(2.61) | $(2.49) | (4.8)% | | Diluted loss per share| $(2.61) | $(2.49) | (4.8)% | - Digital revenue of **$38.8 million** decreased **1.4% year-over-year**, but increased **20%** excluding the **$6.8 million** impact from discontinuing Daily Wire and Dan Bongino relationships[5](index=5&type=chunk) - Digital marketing services grew **38%** and now represent approximately **50%** of total digital revenue[5](index=5&type=chunk) - Ended Q2 2025 with **$96.7 million of cash**, reflecting a **$55.0 million draw** on the revolving credit facility[5](index=5&type=chunk) - Total debt reported at **$723.7 million**, with total debt at maturity of **$697.1 million** and net debt less total unamortized discount of **$600.4 million** at June 30, 2025[5](index=5&type=chunk) [Detailed Financial Performance](index=2&type=section&id=Detailed%20Financial%20Performance) This section details Cumulus Media's consolidated operating results, revenue streams, balance sheet, and capital expenditures for the reporting periods [Consolidated Operating Results](index=2&type=section&id=Consolidated%20Operating%20Results) Consolidated operating results for Q2 and YTD June 30, 2025, show declining net revenue and Adjusted EBITDA, with Q2 net loss improving but YTD net loss worsening Consolidated Operating Results (Three Months Ended June 30) | Metric | June 30, 2025 (in thousands) | June 30, 2024 (in thousands) | % Change | | :-------------------- | :--------------------------- | :--------------------------- | :------- | | Net revenue | $186,017 | $204,849 | (9.2)% | | Net loss | $(12,821) | $(27,699) | 53.7% | | Adjusted EBITDA | $22,358 | $25,213 | (11.3)% | | Basic loss per share | $(0.74) | $(1.64) | 54.9% | | Diluted loss per share| $(0.74) | $(1.64) | 54.9% | Consolidated Operating Results (Six Months Ended June 30) | Metric | June 30, 2025 (in thousands) | June 30, 2024 (in thousands) | % Change | | :-------------------- | :--------------------------- | :--------------------------- | :------- | | Net revenue | $373,366 | $404,902 | (7.8)% | | Net loss | $(45,188) | $(41,853) | (8.0)% | | Adjusted EBITDA | $25,877 | $33,618 | (23.0)% | | Basic loss per share | $(2.61) | $(2.49) | (4.8)% | | Diluted loss per share| $(2.61) | $(2.49) | (4.8)% | [Revenue Detail Summary](index=2&type=section&id=Revenue%20Detail%20Summary) Broadcast radio revenue declined significantly in Q2 and YTD 2025, while digital revenue showed mixed performance and 'Other' revenue remained stable Revenue Detail (Three Months Ended June 30) | Revenue Category | June 30, 2025 (in thousands) | June 30, 2024 (in thousands) | % Change | | :----------------- | :--------------------------- | :--------------------------- | :------- | | Broadcast radio: | | | | | Spot | $91,151 | $101,806 | (10.5)% | | Network | $27,286 | $34,306 | (20.5)% | | Total broadcast | $118,437 | $136,112 | (13.0)% | | Digital | $38,832 | $39,397 | (1.4)% | | Other | $28,748 | $29,340 | (2.0)% | | Net revenue | $186,017 | $204,849 | (9.2)% | Revenue Detail (Six Months Ended June 30) | Revenue Category | June 30, 2025 (in thousands) | June 30, 2024 (in thousands) | % Change | | :----------------- | :--------------------------- | :--------------------------- | :------- | | Broadcast radio: | | | | | Spot | $172,115 | $192,379 | (10.5)% | | Network | $71,219 | $83,468 | (14.7)% | | Total broadcast | $243,334 | $275,847 | (11.8)% | | Digital | $75,397 | $73,844 | 2.1% | | Other | $54,635 | $55,211 | (1.0)% | | Net revenue | $373,366 | $404,902 | (7.8)% | [Balance Sheet and Capital Expenditures](index=3&type=section&id=Balance%20Sheet%20and%20Capital%20Expenditures) Cash and cash equivalents increased significantly by June 30, 2025, partly due to a revolving credit facility draw, while total debt principal also rose and capital expenditures decreased Balance Sheet Summary (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :------------------------ | :------------ | :---------------- | | Cash and cash equivalents | $96,745 | $63,836 | | Term Loan due 2026 | $1,203 | $1,203 | | Senior Notes due 2026 | $22,697 | $22,697 | | Term Loan due 2029 | $325,073 | $326,514 | | Senior Notes due 2029 | $319,730 | $321,181 | | 2020 Revolving credit facility | $55,000 | — | Capital Expenditures (in thousands) | Period | June 30, 2025 | June 30, 2024 | | :--------------------- | :------------ | :------------ | | Three Months Ended | $5,528 | $4,387 | | Six Months Ended | $11,068 | $12,553 | [Company Information and Disclosures](index=4&type=section&id=Company%20Information%20and%20Disclosures) This section provides essential company information, details on non-GAAP financial measures, forward-looking statements, and investor contact information [About Cumulus Media](index=4&type=section&id=About%20Cumulus%20Media) Cumulus Media is an audio-first media company operating 400 radio stations, the Westwood One network, and the Cumulus Podcast Network, reaching over a quarter billion people monthly - An **audio-first media company** delivering premium content to over a quarter billion people every month[15](index=15&type=chunk) - Operates **400 radio stations** across 84 markets and delivers nationally-syndicated programming through Westwood One to over **9,500 affiliated stations**[15](index=15&type=chunk) - Inspires listeners through the Cumulus Podcast Network, an established platform for original podcasts[15](index=15&type=chunk) - Provides advertisers with integrated digital marketing services, full-service audio solutions, and live event experiences[15](index=15&type=chunk) [Non-GAAP Financial Measures](index=5&type=section&id=Non-GAAP%20Financial%20Measures) Cumulus Media utilizes non-GAAP measures like Adjusted EBITDA and net debt to assess performance and leverage, acknowledging they are not GAAP substitutes - **Adjusted EBITDA** is used by management to allocate resources, analyze performance, and determine compliance with credit agreement covenants[16](index=16&type=chunk) - Adjusted EBITDA excludes interest, taxes, depreciation, amortization, stock-based compensation, gains/losses on asset disposal or debt extinguishment, restructuring costs, acquisition/divestiture expenses, non-routine legal expenses, and non-cash impairments[17](index=17&type=chunk) - **Total debt at maturity** (total debt principal less unamortized discount) and **net debt less total unamortized discount** (total debt at maturity less cash) are used to monitor leverage and evaluate the balance sheet[20](index=20&type=chunk) - Non-GAAP measures are not substitutes for GAAP measures and comparability may be limited[21](index=21&type=chunk) [Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This section cautions that forward-looking statements are not guarantees of future performance and involve risks, with no obligation for the company to update them - Statements in the release that are not historical facts are considered forward-looking and relate to future operating, financial, and strategic performance[14](index=14&type=chunk) - Forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and other factors that may cause actual results to differ[14](index=14&type=chunk) - Factors include strategic operating plan implementation, uncertain financial/economic conditions, and the rapidly changing media industry[14](index=14&type=chunk) - Cumulus Media assumes no responsibility to update any forward-looking statements[14](index=14&type=chunk) [Earnings Conference Call and Investor Resources](index=4&type=section&id=Earnings%20Conference%20Call%20and%20Investor%20Resources) Cumulus Media held a Q2 2025 earnings conference call on August 7, 2025, with webcast and presentation resources available on its investor relations website - A conference call was held on **August 7, 2025, at 8:30 AM ET** to discuss Q2 2025 operating results[10](index=10&type=chunk) - Participants were required to register in advance via the company's investor relations website[10](index=10&type=chunk) - The call was also broadcast live in listen-only mode and a recording is available on the investor relations website[12](index=12&type=chunk) - An updated investor presentation is available on the company's investor relations website[13](index=13&type=chunk) [Contact Information](index=5&type=section&id=Contact%20Information) Inquiries for further information can be directed to Cumulus Media Inc.'s Investor Relations Department via email or phone - Contact for further information: Cumulus Media Inc. Investor Relations Department[22](index=22&type=chunk) - Email: **IR@cumulus.com**, Phone: **404-260-6600**[22](index=22&type=chunk) [Supplemental Financial Data and Reconciliations](index=6&type=section&id=Supplemental%20Financial%20Data%20and%20Reconciliations) This section presents unaudited condensed consolidated statements of operations and reconciliations for net loss to Adjusted EBITDA, net revenue, and total debt [Unaudited Condensed Consolidated Statements of Operations](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) The unaudited statements of operations detail revenues and expenses for Q2 and YTD June 30, 2025, showing decreased content and SG&A costs but increased restructuring and impairment charges Condensed Consolidated Statements of Operations (Three Months Ended June 30, in thousands) | Item | 2025 | 2024 | | :---------------------------------- | :-------- | :-------- | | Net revenue | $186,017 | $204,849 | | Content costs | $59,426 | $73,631 | | Selling, general & administrative | $93,227 | $94,359 | | Depreciation and amortization | $14,116 | $14,725 | | Corporate expenses | $11,218 | $12,122 | | Stock-based compensation expense | $574 | $1,336 | | Restructuring costs | $2,358 | $1,988 | | Debt exchange costs | — | $16,271 | | Impairment of assets held for sale | $1,420 | — | | Total operating expenses | $182,339 | $214,432 | | Operating income (loss) | $3,678 | $(9,583) | | Net loss | $(12,821) | $(27,699) | Condensed Consolidated Statements of Operations (Six Months Ended June 30, in thousands) | Item | 2025 | 2024 | | :---------------------------------- | :-------- | :-------- | | Net revenue | $373,366 | $404,902 | | Content costs | $138,757 | $158,688 | | Selling, general & administrative | $186,606 | $189,119 | | Depreciation and amortization | $28,912 | $29,603 | | Corporate expenses | $22,518 | $24,752 | | Stock-based compensation expense | $1,423 | $2,408 | | Restructuring costs | $4,826 | $4,118 | | Debt exchange costs | — | $16,271 | | Impairment of assets held for sale | $1,420 | — | | Total operating expenses | $384,462 | $424,959 | | Operating income (loss) | $(11,096) | $(20,057) | | Net loss | $(45,188) | $(41,853) | [Reconciliation of Net Loss to Adjusted EBITDA](index=7&type=section&id=Reconciliation%20of%20Net%20Loss%20to%20Adjusted%20EBITDA) This section reconciles GAAP net loss to Adjusted EBITDA for Q2 and YTD June 30, 2025, detailing adjustments for taxes, non-operating expenses, depreciation, and debt exchange costs Reconciliation of Net Loss to Adjusted EBITDA (Three Months Ended June 30, in thousands) | Item | 2025 | 2024 | | :---------------------------------- | :-------- | :-------- | | GAAP net loss | $(12,821) | $(27,699) | | Income tax expense | $372 | $779 | | Non-operating expense, net | $16,127 | $17,507 | | Depreciation and amortization | $14,116 | $14,725 | | Stock-based compensation expense | $574 | $1,336 | | Impairment of assets held for sale | $1,420 | — | | Gain on early extinguishment of debt| — | $(170) | | Restructuring costs | $2,358 | $1,988 | | Debt exchange costs | — | $16,271 | | Non-routine legal expenses | $42 | $280 | | Franchise taxes | $170 | $196 | | Adjusted EBITDA | $22,358 | $25,213 | Reconciliation of Net Loss to Adjusted EBITDA (Six Months Ended June 30, in thousands) | Item | 2025 | 2024 | | :---------------------------------- | :-------- | :-------- | | GAAP net loss | $(45,188) | $(41,853) | | Income tax expense | $2,019 | $2,278 | | Non-operating expense, net | $32,073 | $19,688 | | Depreciation and amortization | $28,912 | $29,603 | | Stock-based compensation expense | $1,423 | $2,408 | | Impairment of assets held for sale | $1,420 | — | | Gain on early extinguishment of debt| — | $(170) | | Restructuring costs | $4,826 | $4,118 | | Debt exchange costs | — | $16,271 | | Non-routine legal expenses | $42 | $888 | | Franchise taxes | $350 | $387 | | Adjusted EBITDA | $25,877 | $33,618 | [Reconciliation of Net Revenue and Adjusted EBITDA (Excluding Political Impact)](index=7&type=section&id=Reconciliation%20of%20Net%20Revenue%20and%20Adjusted%20EBITDA%20%28Excluding%20Political%20Impact%29) These reconciliations present net revenue and Adjusted EBITDA excluding cyclical political advertising impact, showing smaller declines when political contributions are removed Net Revenue Reconciliation (Three Months Ended June 30, in thousands) | Item | 2025 | 2024 | | :------------------------------------------ | :-------- | :-------- | | As reported net revenue | $186,017 | $204,849 | | Political revenue | $(1,149) | $(1,909) | | As reported net revenue, excluding political| $184,868 | $202,940 | Adjusted EBITDA Reconciliation (Three Months Ended June 30, in thousands) | Item | 2025 | 2024 | | :------------------------------------------ | :-------- | :-------- | | As reported Adjusted EBITDA | $22,358 | $25,213 | | Political EBITDA | $(1,034) | $(1,718) | | As reported Adjusted EBITDA, excluding political| $21,324 | $23,495 | Net Revenue Reconciliation (Six Months Ended June 30, in thousands) | Item | 2025 | 2024 | | :------------------------------------------ | :-------- | :-------- | | As reported net revenue | $373,366 | $404,902 | | Political revenue | $(1,981) | $(4,108) | | As reported net revenue, excluding political| $371,385 | $400,794 | Adjusted EBITDA Reconciliation (Six Months Ended June 30, in thousands) | Item | 2025 | 2024 | | :------------------------------------------ | :-------- | :-------- | | As reported Adjusted EBITDA | $25,877 | $33,618 | | Political EBITDA | $(1,783) | $(3,697) | | As reported Adjusted EBITDA, excluding political| $24,094 | $29,921 | [Reconciliation of Total Debt](index=8&type=section&id=Reconciliation%20of%20Total%20Debt) Total debt principal, gross, increased from $674.4 million in 2024 to $723.7 million in 2025, with corresponding increases in total debt at maturity and net debt Reconciliation of Total Debt (As of June 30, in thousands) | Item | 2025 | 2024 | | :------------------------------------ | :-------- | :-------- | | Total debt principal, gross | $723,703 | $674,364 | | Less: Total unamortized discount | $(26,586) | $(32,242) | | Total debt at maturity | $697,117 | $642,122 | | Less: Cash and cash equivalents | $(96,745) | $(53,492) | | Net debt less total unamortized discount| $600,372 | $588,630 |

Core Insights - Cumulus Media reported a challenging advertising environment for legacy media but managed to outperform radio peers, gaining market share across all broadcast spot revenue channels and achieving a 38% year-over-year increase in digital marketing services [2][4][7] - The company executed $5 million in annualized cost reductions, totaling $175 million over the last five years, indicating a disciplined focus on optimizing performance despite capital constraints [2][4][7] - The financial results for Q2 2025 showed a net revenue of $186.0 million, a decrease of 9.2% year-over-year, with a net loss of $12.8 million, which is an improvement from a net loss of $27.7 million in Q2 2024 [4][6][7] Financial Performance - For the three months ended June 30, 2025, Cumulus Media reported net revenue of $186.0 million, down 9.2% from $204.8 million in the same period of 2024, with an Adjusted EBITDA of $22.4 million, a decrease of 11.3% year-over-year [4][6][9] - For the six months ended June 30, 2025, net revenue was $373.4 million, a decline of 7.8% from $404.9 million in the same period of 2024, with an Adjusted EBITDA of $25.9 million, down 23.0% year-over-year [5][8][28] - Digital revenue for Q2 2025 was $38.8 million, a decrease of 1.4% year-over-year, but a 20% increase when excluding the impact from discontinued relationships [7][9] Revenue Breakdown - In Q2 2025, total broadcast radio revenue was $118.4 million, down 13.0% from $136.1 million in Q2 2024, with spot revenue decreasing by 10.5% and network revenue decreasing by 20.5% [9][28] - For the six months ended June 30, 2025, total broadcast radio revenue was $243.3 million, a decline of 11.8% from $275.8 million in the same period of 2024 [8][28] Balance Sheet and Debt - As of June 30, 2025, Cumulus Media had cash and cash equivalents of $96.7 million, reflecting a $55.0 million draw on the revolving credit facility, with total debt reported at $723.7 million [7][10][28] - The company reported net debt less total unamortized discount of $600.4 million, indicating a focus on managing leverage and evaluating the balance sheet [7][28]

Core Insights - Rumble and Cumulus Media have formed a strategic partnership to enhance content distribution and advertising opportunities in the evolving media landscape [1][2][3] Company Overview - Rumble is a high-growth video-sharing platform and cloud services provider focused on empowering creators and brands, aiming to restore the internet to its roots by making it free and open [4] - Cumulus Media is an audio-first media company that reaches a quarter billion people monthly through 400 radio stations and the Cumulus Podcast Network, providing a wide range of premium content [5] Partnership Details - The collaboration will leverage both companies' assets to create unique multi-platform advertising solutions, maximizing opportunities for brand partners [2][3] - Westwood One, a subsidiary of Cumulus Media, will distribute audio and video content on Rumble's platform, enhancing the reach of both companies [2][3] Strategic Goals - The partnership aims to create new monetization opportunities for creators while providing brands with effective ways to connect with engaged audiences [3] - The alignment between Rumble and Cumulus Media is positioned as a new frontier for host-read advertising, emphasizing authenticity, scale, and brand safety [3]

Core Insights - Cumulus Media and Rumble have formed a strategic partnership aimed at enhancing opportunities in the evolving podcasting and video landscape [1][2] - The collaboration focuses on maximizing advertising opportunities and creating unique multi-platform solutions for brand partners [2][3] Company Overview - Cumulus Media is an audio-first media company reaching a quarter billion people monthly through 400 radio stations and the Westwood One network, which is the largest audio network in America [5] - Rumble is a high-growth video platform and cloud services provider, aiming to restore the internet to its roots by promoting a free and open environment [4] Partnership Details - The partnership will allow Westwood One to distribute audio and video content on Rumble's platform, enhancing content distribution for both companies [2] - The collaboration aims to create new monetization opportunities for creators while providing brands with effective ways to connect with engaged audiences [3]

Core Insights - Cumulus Media has announced the addition of "The Musers: The Podcast" to its Cumulus Podcast Network, featuring hosts George Dunham, Craig Miller, and Gordon Keith, who are known for their long-standing morning show in Dallas-Fort Worth [1][4] - The podcast offers exclusive content not available on the radio show, showcasing the hosts' unique humor and chemistry [2][3] - New episodes of the podcast will be released weekly on Wednesdays and will be accessible on major platforms like YouTube and Apple Podcasts [3] Company Overview - Cumulus Media is an audio-first media company that reaches a quarter billion people monthly through various platforms, including 400 radio stations across 84 markets [6] - The company provides a range of programming, including sports, news, and entertainment, and operates the largest audio network in America through Westwood One [6] - Cumulus Media also offers integrated digital marketing services and live event experiences, enhancing its advertising capabilities [6] About The Musers - "The Musers" has been a staple in morning radio for over 30 years, consistently rated as the top show in its market since 1995 and recognized with a Marconi Award [4][5] - The hosts have engaged in numerous charity events, raising millions for various causes [5]

Core Viewpoint - Cumulus Media Inc. will host a conference call on August 7, 2025, to discuss its second quarter 2025 operating results, with a press release summarizing these results to be issued beforehand [1]. Group 1: Conference Call Details - The conference call is scheduled for Thursday, August 7th at 8:30 AM ET [1]. - Participants must register in advance to join the call, with a one-time email verification required [2]. - The call will be available in listen-only mode on the company's investor relations website, and a recording will be accessible shortly after the call [3]. Group 2: Dial-in Information - Domestic callers can join the call by dialing 833-470-1428, while international callers should dial 404-975-4839, using the participant access code 033528 [4]. Group 3: Company Overview - Cumulus Media is an audio-first media company reaching a quarter billion people monthly through 400 radio stations across 84 markets [5]. - The company offers nationally-syndicated programming from major brands and operates the Cumulus Podcast Network, providing original podcasts [5]. - Cumulus Media delivers advertising solutions through various platforms, including digital, mobile, and live events, enhancing local impact and national reach [5].

Group 1 - Cumulus Media's Westwood One is the official audio broadcast partner for the NCAA Men's College World Series, providing coverage of the Championship Finals live from Omaha, Nebraska [1] - The Championship series will begin on June 21, 2025, with a best-of-three format [7] - Coverage will be available on terrestrial radio, SiriusXM, and streamed online for free at NCAA.com/MCWS and westwoodonesports.com [4] Group 2 - The broadcast team includes Kevin Kugler, Scott Graham, and field reporter Connor Happer for the Championship series [2] - Preliminary games will be conducted in a double elimination format, leading to the Championship Finals [3] - A complete schedule of the 2025 NCAA Men's College World Series is provided, detailing game times and matchups [5][6] Group 3 - Westwood One Sports is known for its extensive sports broadcasts, including partnerships with the NFL and NCAA [9] - Cumulus Media operates over 400 radio stations and delivers content to over a quarter billion people monthly [10] - The NCAA supports over 1,100 member colleges and universities, providing opportunities for nearly half a million student-athletes [11]