UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended ~~September~~June 30, ~~2017~~2021



¨☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF ~~1934.~~1934

For the transition period from to

Commission file number ~~000-24525~~001-38108

Cumulus Media Inc.

(Exact Name of Registrant as Specified in its Charter)



~~Delaware~~

~~36-4159663~~

Delaware

82-5134717

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

3280 Peachtree Road,

NW Suite ~~2300,~~

~~Atlanta, GA~~

2200

Atlanta,

30305

(Address of Principal Executive Offices)

(ZIP Code)

(404) 949-0700

(Registrant’s telephone number, including area code)

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


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

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Indicate by check mark whether the ~~registrant:~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ýþ No ¨

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Website, if any,~~ every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ýþ No ¨

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

Large ~~accelerated filer~~Accelerated Filer

Accelerated ~~filer~~Filer

¨þ

Non-accelerated ~~filer~~Filer

¨ ~~(Do not check if a smaller reporting company)~~

Smaller ~~reporting company~~Reporting Company

ýþ

Emerging ~~growth company~~Growth Company

If an emerging company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ýþ

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

As of ~~November 2, 2017,~~July 28, 2021, the registrant had ~~29,306,374~~20,485,795 outstanding shares of common stock consisting of: (i) ~~29,225,765~~18,445,643 shares of Class A common stock; ~~and~~ (ii) ~~80,609~~2,040,152 shares of Class CB common ~~stock.~~stock, and no warrants issued and outstanding. In addition, the registrant had 22,154 Series 1 warrants authorized to be issued.

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CUMULUS MEDIA INC.

INDEX



PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)		3
Condensed Consolidated Balance Sheets as of ~~September~~June 30 ~~2017~~, 2021 and December 31, ~~2016~~2020		3
Condensed Consolidated Statements of Operations ~~for~~For the Three and ~~Nine~~ Six Months Ended ~~September~~June 30, ~~2017~~ 2021 and ~~2016~~2020		4
Condensed Consolidated Statements of Stockholders’ Equity For the Six Months Ended June 30 , 2021 and 2020		5
Condensed Consolidated Statements of Cash Flows ~~for~~For the ~~Nine~~ Six Months Ended ~~September~~June 30 ~~2017~~, 2021 and ~~2016~~2020		56
Notes to Condensed Consolidated Financial Statements		7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		3217
~~Item 3. Quantitative and Qualitative Disclosures About Market Risk~~		49
Item 4. Controls and Procedures	4926
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		4927
Item 1A. Risk Factors		5028
~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~		50

Item 6. Exhibits		5128


Signatures		5229

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PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

~~(Dollars in thousands, except share data)~~

(Unaudited)


	September 30, 2017			December 31, 2016
Dollars in thousands (except for share data)							Dollars in thousands (except for share data)	June 30, 2021		December 31, 2020
Assets							Assets
Current assets:							Current assets:
Cash and cash equivalents	$	69,431		$	131,259		Cash and cash equivalents	$	124,978	$	271,761
Restricted cash	7,680			8,025
Accounts receivable, less allowance for doubtful accounts of $5,922 and $4,691 at September 30, 2017 and December 31, 2016, respectively	231,630			231,585

Accounts receivable, less allowance for doubtful accounts of $5,867 and $6,745 at June 30, 2021 and December 31, 2020, respectively							Accounts receivable, less allowance for doubtful accounts of $5,867 and $6,745 at June 30, 2021 and December 31, 2020, respectively	179,562		201,275
Trade receivable	4,679			4,985			Trade receivable	2,600		1,986
Assets held for sale	30,150			30,150			Assets held for sale	12,962		0
Prepaid expenses and other current assets	58,140			33,923			Prepaid expenses and other current assets	32,521		27,942
Total current assets	401,710			439,927			Total current assets	352,623		502,964
Property and equipment, net	157,507			162,063			Property and equipment, net	192,776		208,692
Operating lease right-of-use assets							Operating lease right-of-use assets	151,840		157,568
Broadcast licenses	1,539,718			1,540,183			Broadcast licenses	824,164		825,590
Other intangible assets, net	90,369			116,499			Other intangible assets, net	134,514		144,387
Goodwill	135,214			135,214
Deferred income tax assets							Deferred income tax assets	11,734		7,779
Other assets	17,856			18,805			Other assets	8,655		12,758
Total assets	$	2,342,374		$	2,412,691		Total assets	$	1,676,306	$	1,859,738
Liabilities and Stockholders’ (Deficit)
Liabilities and Stockholders’ Equity							Liabilities and Stockholders’ Equity
Current liabilities:							Current liabilities:
Accounts payable and accrued expenses	$	96,526		$	96,241		Accounts payable and accrued expenses	$	93,928	$	94,128
Current portion of operating lease liabilities							Current portion of operating lease liabilities	28,053		28,121
Trade payable	3,640			4,550			Trade payable	1,860		1,537

Current portion of term loan due 2026							Current portion of term loan due 2026	0		5,250

Total current liabilities	100,166			100,791			Total current liabilities	123,841		129,036
Term loan, net of debt issuance costs/discounts of $23,054 and $29,909 at September 30, 2017 and December 31, 2016, respectively	1,705,560			1,780,357
7.75% senior notes, net of debt issuance costs of $4,335 and $6,200 at September 30, 2017 and December 31, 2016, respectively	605,665			603,800
2020 revolving credit facility							2020 revolving credit facility	0		60,000
Paycheck Protection Program ("PPP") loans							Paycheck Protection Program ("PPP") loans	20,000		0
Term loan due 2026, net of debt issuance costs of $2,654 and $3,850 at June 30, 2021 and December 31, 2020, respectively							Term loan due 2026, net of debt issuance costs of $2,654 and $3,850 at June 30, 2021 and December 31, 2020, respectively	353,586		460,311
6.75% senior notes, net of debt issuance costs of $5,035 and $5,486 at June 30, 2021 and December 31, 2020, respectively							6.75% senior notes, net of debt issuance costs of $5,035 and $5,486 at June 30, 2021 and December 31, 2020, respectively	444,660		447,350
Operating lease liabilities							Operating lease liabilities	126,006		129,273
Financing liabilities, net							Financing liabilities, net	222,253		222,802
Other liabilities	27,235			31,431			Other liabilities	14,285		13,375
Deferred income taxes	393,939			388,050

Total liabilities	2,832,565			2,904,429			Total liabilities	1,304,631		1,462,147
Commitments and Contingencies (Note 10)
Stockholders’ deficit:
Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 32,031,952 shares issued, and 29,225,765 shares outstanding, at both September 30, 2017 and December 31, 2016	320			320
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding at both September 30, 2017 and December 31, 2016	1			1
Treasury stock, at cost, 2,806,187 shares at both September 30, 2017 and December 31, 2016	(229,310		)	(229,310		)
Commitments and contingencies (Note 9)							Commitments and contingencies (Note 9)	0		0
Stockholders’ equity:							Stockholders’ equity:
Class A common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 18,672,302 and 18,135,956 shares issued; 18,445,643 and 17,961,734 shares outstanding at June 30, 2021 and December 31, 2020, respectively							Class A common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 18,672,302 and 18,135,956 shares issued; 18,445,643 and 17,961,734 shares outstanding at June 30, 2021 and December 31, 2020, respectively	0		0
Convertible Class B common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 2,040,152 and 2,416,253 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively							Convertible Class B common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 2,040,152 and 2,416,253 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	0		0
Treasury stock, at cost, 226,659 and 174,222 shares at June 30, 2021 and December 31, 2020, respectively							Treasury stock, at cost, 226,659 and 174,222 shares at June 30, 2021 and December 31, 2020, respectively	(2,937)		(2,414)
Additional paid-in-capital	1,626,237			1,624,815			Additional paid-in-capital	339,457		337,042
Accumulated deficit	(1,887,439		)	(1,887,564		)
Total stockholders’ deficit	(490,191		)	(491,738		)
Total liabilities and stockholders’ deficit	$	2,342,374		$	2,412,691
Retained earnings							Retained earnings	35,155		62,963
Total stockholders’ equity							Total stockholders’ equity	371,675		397,591
Total liabilities and stockholders’ equity							Total liabilities and stockholders’ equity	$	1,676,306	$	1,859,738

See accompanying notes to the unaudited condensed consolidated financial statements.

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CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

~~(Dollars in thousands, except for share and per share data)~~

(Unaudited)


Dollars in thousands (except for share and per share data)	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Net revenue	$	224,718	$	146,022	$	426,446	$	373,936
Operating expenses:
Content costs	82,882		65,725		173,030		154,291
Selling, general and administrative expenses	93,063		79,904		183,161		183,531
Depreciation and amortization	13,163		13,122		26,573		25,912
Local marketing agreement fees	193		1,006		689		2,053
Corporate expenses	22,971		10,331		39,409		22,139
(Gain) loss on sale or disposal of assets or stations	(179)		3,767		(462)		5,583

Impairment of intangible assets	0		4,509		0		4,509
Total operating expenses	212,093		178,364		422,400		398,018
Operating income (loss)	12,625		(32,342)		4,046		(24,082)
Non-operating expense:
Interest expense	(18,091)		(15,888)		(35,640)		(33,047)


Other income (expense), net	314		(59)		174		(60)
Total non-operating expense, net	(17,777)		(15,947)		(35,466)		(33,107)
Loss before income taxes	(5,152)		(48,289)		(31,420)		(57,189)
Income tax (expense) benefit	(739)		11,973		3,611		13,522
Net loss	$	(5,891)	$	(36,316)	$	(27,809)	$	(43,667)
Basic and diluted loss per common share (see Note 8, "Loss Per Share"):
Basic: Loss per share	$	(0.29)	$	(1.79)	$	(1.36)	$	(2.15)
Diluted: Loss per share	$	(0.29)	$	(1.79)	$	(1.36)	$	(2.15)


Weighted average basic common shares outstanding	20,475,348		20,332,970		20,447,553		20,279,022
Weighted average diluted common shares outstanding	20,475,348		20,332,970		20,447,553		20,279,022

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net revenue $ 287,240
$ 286,136
$ 841,801
$ 841,859
Operating expenses:
Content costs 96,321
115,348
291,390
312,526
Selling, general and administrative expenses 119,293
117,387
354,189
352,474
Depreciation and amortization 15,208
21,957
47,610
68,023
Local marketing agreement fees 2,717
2,481
8,137
10,351
Corporate expenses (including stock-based compensation expense of $354, $735, $1,422 and $2,403, respectively) 10,853
9,960
32,281
34,028
Gain on sale of assets or stations (83 ) (94,014 ) (2,585 ) (97,155 )
Impairment of intangible assets —
—
—
1,816
Total operating expenses 244,309
173,119
731,022
682,063
Operating income 42,931
113,017
110,779
159,796
Non-operating expense:

Interest expense (35,335 ) (34,929 ) (103,742 ) (103,896 )
Interest income 34
139
106
364
Loss on early extinguishment of debt (1,063 ) —
(1,063 ) —
Other (expense) income, net (36 ) 882
(64 ) 1,598
Total non-operating expense, net (36,400 ) (33,908 ) (104,763 ) (101,934 )
Income before income taxes 6,531
79,109
6,016
57,862
Income tax expense (5,257 ) (32,788 ) (6,465 ) (24,904 )
Net income (loss) $ 1,274
$ 46,321
$ (449 ) $ 32,958
Basic and diluted earnings (loss) per common share (see Note 8, “Earnings (Loss) Per Share”):

Basic: Earnings (loss) per share $ 0.04
$ 1.58
$ (0.02 ) $ 1.12
Diluted: Earnings (loss) per share $ 0.04
$ 1.58
$ (0.02 ) $ 1.12
Weighted average basic common shares outstanding 29,306,374
29,275,111
29,306,374
29,268,885
Weighted average diluted common shares outstanding 29,306,374
29,275,111
29,306,374
29,268,885

See accompanying notes to the unaudited condensed consolidated financial statements.

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CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~

~~(Dollars in thousands)~~STOCKHOLDERS’ EQUITY

(Unaudited)

Nine Months Ended September 30,
2017 2016
Cash flows from operating activities:
Net (loss) income $ (449 ) $ 32,958
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization 47,610
68,023
Amortization of debt issuance costs/discounts 7,661
7,325
Provision for doubtful accounts 4,770
1,188
Gain on sale of assets or stations (2,585 ) (97,155 )
Loss on early extinguishment of debt 1,063
—
Impairment of intangible assets and goodwill —
1,816
Deferred income taxes 6,463
25,086
Stock-based compensation expense 1,422
2,403
Changes in assets and liabilities:
Accounts receivable (4,815 ) 21,817
Trade receivable 306
(813 )
Prepaid expenses and other current assets (23,536 ) (9,169 )
Other assets 1,036
(8,444 )
Accounts payable and accrued expenses 285
(5,643 )
Trade payable (910 ) 383
Other liabilities (4,196 ) (7,496 )
Net cash provided by operating activities 34,125
32,279
Cash flows from investing activities:
Restricted cash 345
3,431
Proceeds from sale of assets or stations 6,090
106,935
Capital expenditures (20,645 ) (16,704 )
Net cash (used in) provided by investing activities (14,210 ) 93,662
Cash flows from financing activities:
Repayment of borrowings under term loans and revolving credit facilities (81,652 ) —
Deferred financing costs (91 ) —
Proceeds from exercise of warrants —
3
Net cash (used in) provided by financing activities (81,743 ) 3
(Decrease) increase in cash and cash equivalents (61,828 ) 125,944
Cash and cash equivalents at beginning of period 131,259
31,657
Cash and cash equivalents at end of period $ 69,431
$ 157,601
Supplemental disclosures of cash flow information:
Interest paid $ 82,844
$ 83,122
Income taxes paid 3,444
3,814
Supplemental disclosures of non-cash flow information:
Trade revenue $ 28,926
$ 26,493
Trade expense 27,847
25,593
Transfer of deposit from escrow - Los Angeles land and building sale —
6,000


For the six months ended June 30, 2021 and 2020
Dollars in thousands	Class A Common Stock			Class B Common Stock			Treasury Stock
	Number of Shares	Par Value		Number of Shares	Par Value			Number of Shares	Value		Additional Paid-In Capital		Retained Earnings		Total
Balance at December 31, 2020	17,961,734	$	0	2,416,253	$	0		174,222	$	(2,414)	$	337,042	$	62,963	$	397,591
Net loss	—	—		—	—			—	—		—		(21,917)		(21,917)
Shares returned in lieu of tax payments	—	—		—	—			33,666	(315)		—		—		(315)
Conversion of Class B common stock	298,347	—		(298,347)	—			—	—		—		—		—

Issuance of common stock	67,635	—		—	—			—	—		—		—		—
Stock based compensation expense	—	—		—	—			—	—		1,057		—		1,057
Balance at March 31, 2021	18,327,716	$	0	2,117,906	$	0		207,888	$	(2,729)	$	338,099	$	41,046	$	376,416
Net loss	—	—		—	—			—	—		—		(5,891)		(5,891)
Shares returned in lieu of tax payments	—	—		—	—			18,771	(208)		—		—		(208)
Conversion of Class B common stock	77,754	—		(77,754)	—			—	—		—		—		—
Exercise of warrants	—	—		—	—			—	—		—		—		—
Issuance of common stock	40,173	—		—	—			—	—		—		—		—
Stock based compensation expense	—	—		—	—			—	—		1,358		—		1,358
Balance at June 30, 2021	18,445,643	$	0	2,040,152	$	0		226,659	$	(2,937)	$	339,457	$	35,155	$	371,675








Dollars in thousands	Class A Common Stock			Class B Common Stock			Treasury Stock
	Number of Shares	Par Value		Number of Shares	Par Value			Number of Shares	Value		Additional Paid-In Capital		Retained Earnings		Total

Balance at December 31, 2019	15,681,439	$	0	1,926,848	$	0		68,658	$	(1,171)	$	333,705	$	122,682	$	455,216
Net loss	—	—		—	—			—	—		—		(7,351)		(7,351)
Shares returned in lieu of tax payments	—	—		—	—			75,493	(1,072)		—		—		(1,072)
Conversion of Class B common stock	38,563	—		(38,563)	—			—	—		—		—		—
Exercise of warrants	121,114	—		—	—			—	—		—		—		—
Issuance of common stock	112,569	—		—	—			—	—		—		—		—
Stock based compensation expense	—	—		—	—			—	—		719		—		719
Balance at March 31, 2020	15,953,685	$	0	1,888,285	$	0		144,151	$	(2,243)	$	334,424	$	115,331	$	447,512
Net loss	—	—		—	—			—	—		—		(36,316)		(36,316)
Shares returned in lieu of tax payments	—	—		—	—			30,071	(171)		—		—		(171)

Exercise of warrants	1,723,253	—		686,315	—			—	—		—		—		—
Issuance of common stock	66,476	—		—	—			—	—		—		—		—
Stock based compensation expense	—	—		—	—			—	—		985		—		985
Balance at June 30, 2020	17,743,414	$	0	2,574,600	$	0		174,222	$	(2,414)	$	335,409	$	79,015	$	412,010

See accompanying notes to the unaudited condensed consolidated financial statements.

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CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


Dollars in thousands	Six Months Ended
	June 30, 2021		June 30, 2020
Cash flows from operating activities:
Net loss	$	(27,809)	$	(43,667)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	26,573		25,912
Amortization of right of use assets	9,518		6,809
Amortization and write-off of debt issuance costs	1,889		1,541
Provision for doubtful accounts	(1,296)		3,702
(Gain) loss on sale or disposal of assets or stations	(462)		5,583


Impairment of intangible assets	0		4,509

Deferred income taxes	(3,955)		(4,784)
Stock-based compensation expense	2,415		1,704
Non-cash interest expense on financing liabilities	2,008		400
Non-cash imputed rental income	(2,222)		0

Changes in assets and liabilities (excluding acquisitions and dispositions):
Accounts receivable	23,010		84,866
Trade receivable	(614)		(697)
Prepaid expenses and other current assets	(4,580)		(9,762)
Operating leases, net	(7,055)		9,522

Other assets	3,646		(4,396)
Accounts payable and accrued expenses	(977)		(33,468)
Trade payable	323		115
Other liabilities	279		4,100
Net cash provided by operating activities	20,691		51,989
Cash flows from investing activities:
Proceeds from sale of assets or stations	91		78,333

Proceeds from insurance reimbursement	750		0
Capital expenditures	(11,971)		(5,575)
Net cash (used in) provided by investing activities	(11,130)		72,758
Cash flows from financing activities:
Repayment of borrowings under term loan	(113,171)		(2,626)
Repayments of borrowings under 6.75% senior notes	(3,141)		0
Repayments of borrowings under the 2020 revolving credit facility	(60,000)		0


Proceeds from PPP loans	20,000		0
Borrowings under the 2020 revolving credit facility	0		60,000
Financing costs	0		(444)
Shares returned in lieu of tax payments	(523)		(1,243)
Transaction costs for financing liability	(7)		0
Proceeds from financing liability	2,635		0
Repayments of financing liabilities	(1,994)		(171)
Repayments of finance lease obligations	(143)		(356)
Net cash (used in) provided by financing activities	(156,344)		55,160
(Decrease) increase in cash and cash equivalents	(146,783)		179,907
Cash and cash equivalents at beginning of period	271,761		17,007
Cash and cash equivalents at end of period	$	124,978	$	196,914

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

~~Description of Business~~Presentation

Cumulus Media Inc. (and its consolidated subsidiaries, except as the context may otherwise require, ~~“Cumulus,” “Cumulus Media,”~~"CUMULUS MEDIA," "we," "us," "our," or the ~~“Company”~~"Company") is a Delaware corporation, organized in ~~2002,~~2018, and successor ~~by merger~~ to ~~an Illinois~~a Delaware corporation with the same name that had been organized in ~~1997.~~2002.

Nature of Business

~~A leader in the radio broadcasting industry, Cumulus Media~~CUMULUS MEDIA (NASDAQ:CMLS) ~~combines~~is a leading media, advertising, and marketing services company delivering premium content to over a quarter billion people every month — wherever and whenever they want it.CUMULUS MEDIA engages listeners with high-quality local programming ~~with iconic, nationally syndicated media,~~through 413 owned-and-operated stations across 86 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands to deliver premium content choices to the 245 million people reached each week through its 446 owned-and-operated stations broadcasting in 90 US media markets (including eight of the top 10), approximately 8,000 broadcast radio stations affiliated with its Westwood One network and numerous digital channels. Together, the Cumulus/Westwood One platforms make Cumulus Media one of the few media companies that can provide advertisers with national reach and local impact. Cumulus/Westwood One is the exclusive radio broadcast partner to some of the largest brands in sports, entertainment, news, and talk, including the NFL, the NCAA, the Masters, CNN, the ~~Olympics, the GRAMMYs,~~AP, the Academy of Country Music Awards, ~~the American Music Awards, the Billboard Music Awards,~~and many other world-class partners across nearly 7,300 affiliated stations through Westwood One, ~~News,~~ the largest audio network in America; and ~~more. Additionally, it~~inspires listeners through the CUMULUS Podcast Network, its rapidly growing network of original podcasts that are smart, entertaining and thought-provoking. CUMULUS MEDIA provides advertisers with personal connections, local impact and national reach through broadcast and on-demand digital, mobile, social, and voice-activated platforms, as well as integrated digital marketing services, powerful influencers, full-service audio solutions, industry-leading research and insights, and live event experiences. CUMULUS MEDIA is the ~~nation's leading provider of country music~~only audio media company to provide marketers with local and ~~lifestyle content through its NASH brand, which serves country fans nationwide through radio programming, exclusive digital content, and live events.~~ national advertising performance guarantees. For more information visit ~~www.cumulus.com~~.www.cumulusmedia.com.

~~Interim Financial Data~~Basis of Presentation

The accompanying unaudited ~~condensed consolidated financial statements should be read in conjunction with~~Condensed Consolidated Financial Statements include the ~~consolidated financial statements~~accounts of the Company and the notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The accompanying unaudited condensed consolidated financial statements include the condensed consolidated accounts of Cumulus and its ~~wholly-owned subsidiaries, with all~~wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has 1 reportable segment and presents the comparative periods on a consolidated basis to reflect the 1 reportable segment. In the opinion of management, the Company's unaudited Condensed Consolidated Financial Statements include all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented herein. The accompanying condensed consolidated balance sheet as of December 31, ~~2016 condensed balance sheet data~~2020, was derived from the Company’s audited financial ~~statements. The~~statements as of December 31, 2020, and our accompanying unaudited ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements as of June 30, 2021 and for the periods ended June 30, 2021 and 2020, have been prepared in accordance with accounting principles generally accepted in the United States of America ~~(“GAAP”~~("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, ~~they do not include all of~~certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal, recurring adjustments) necessary for a fair statement of the Company's results of operations for, andnot misleading. The financial condition ~~as of the end of,~~and results for the interim periods ~~have been made. The results of operations for the three and nine months ended~~ ~~September 30, 2017, the cash flows for the nine months ended September 30, 2017 and the Company’s financial condition as of~~ ~~September 30, 2017~~, are not necessarily indicative of ~~the results of operations or cash flows~~those that ~~can~~may be expected for ~~or the Company’s financial condition that can be expected as of the end of,~~ any ~~other~~future interim period or for the ~~fiscal year ending December 31,~~ ~~2017~~.

~~Reverse Stock Split~~

On October 12, 2016, the Company effected a one-for-eight (1:8) reverse stock split (the "Reverse Stock Split"). As a result of the Reverse Stock Split, every eight shares of each class of the Company's outstanding common stock were combined into one share of the same class of common stock and the authorized shares of each class of the Company's common stock were reduced by the same ratio. No fractional shares were issuedfull year. The unaudited Condensed Consolidated Financial Statements herein should be read in ~~connection~~conjunction with the Reverse Stock Split. The number and exercise price of the Company's outstanding stock options and warrants were adjusted proportionally, as appropriate. The par value of the Company's common stock was not adjusted as a result of the Reverse Stock Split. All authorized, issued and outstanding stock and per share amounts contained within the accompanying unaudited condensedour consolidated financial statements ~~and these footnotes have been adjusted to reflect this Reverse Stock Split~~included in our Annual Report on Form 10-K for ~~all periods presented retroactively, as appropriate.~~

the year ended December 31, 2020.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including significant estimates related to ~~revenue recognition,~~ bad debts, intangible assets, income taxes, stock-based compensation, contingencies, litigation, valuation assumptions for impairment analysis, certain expense accruals, leases and, if applicable, purchase price ~~allocation.~~allocations. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the ~~circumstances,~~circumstances. We assessed these aforementioned estimates and ~~which form~~judgments utilizing information reasonably available to us and considering the ~~basis~~unknown future impacts of the novel coronavirus disease ("COVID-19") pandemic. The business and economic uncertainty resulting from the COVID-19 pandemic has made such estimates and assumptions more difficult to calculate. While there was not a material impact to our key estimates as of and for ~~making judgments about~~ the ~~carrying values~~quarter ended June 30, 2021, our estimates may change based on the magnitude and duration of ~~assets and liabilities that are not readily apparent from~~COVID-19, as well as other ~~sources.~~factors. Actual amounts and results may differ materially from these estimates.

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Comprehensive ~~Income~~

Loss

Comprehensive ~~income (loss)~~loss includes net ~~income (loss)~~loss and certain items that are excluded from net ~~income (loss)~~loss and recorded as a separate component of stockholders' ~~equity (deficit).~~equity. During the ~~three and nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016,~~2020, the Company had no items of other comprehensive ~~income (loss)~~loss and, therefore, comprehensive ~~income~~loss does not differ from reported net ~~income (loss).~~

~~Liquidity and Going Concern Considerations~~

In accordance with the requirements of Accounting Standards Update (“ASU”), 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40), or Accounting Standards Codification ("ASC") 205-40, the Company has the responsibility to evaluate at each reporting period, including interim periods, whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations. In its evaluation for this report, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due for 12 months following the date of issuance of this Quarterly Report on Form 10-Q.

As of September 30, 2017, the Company had $69.4 million of cash and cash equivalents and $50.0 million of availability under its Securitization Facility (defined below). The Company has generated positive cash flows from operating activities of $34.1 million and $32.3 million for the nine months ended September 30, 2017 and 2016, respectively. The Company expects it will continue to generate positive cash flows from operating activities in the fourth quarter of 2017 and full year 2018. Although the servicing of the Company’s debt obligations requires a substantial amount of the cash generated, the Company anticipates that its current capital resources will enable it to meet its anticipated debt service obligations, operational expenses and capital expenditures through at least the third quarter of calendar year 2018, assuming that the Company’s lenders and other creditors do not accelerate any amounts due to them, as described in more detail below.

As of September 30, 2017, the Company had a $1.729 billion term loan under its Credit Agreement (defined below) and $610.0 million of 7.75% Senior Notes (defined below) outstanding. Amounts outstanding under the term loan mature on December 23, 2020 and the 7.75% Senior Notes mature on May 1, 2019. Notwithstanding these maturity dates, and as disclosed further in Note 4, the Credit Agreement includes a springing maturity provision that provides that if on January 30, 2019 the aggregate principal amount of 7.75% Senior Notes outstanding exceeds $200.0 million, the maturity date of the term loan will be accelerated to January 30, 2019. If the Company is unable to refinance or extend its term loan or the 7.75% Senior Notes, or take other steps to create additional liquidity or otherwise avoid the occurrence of the springing maturity, forecasted cash flows would not be sufficient for the Company to meet its obligations as of January 30, 2019.

As discussed further in Note 13, on October 30, 2017, the Restructuring Committee of the Board of Directors authorized the Company to forgo the scheduled interest payment on the 7.75% Senior Notes on November 1, 2017 of approximately $23.6 million and thus enter into the applicable 30-day grace period under the terms of the indenture governing such notes (the “Indenture”). This nonpayment constitutes a “default” under the terms of the Indenture, which matures into an “Event of Default” (as defined in the Indenture) if such “default” is not cured or waived before the expiration of the 30-day grace period on December 1, 2017. Upon the occurrence of an Event of Default, the trustee under the Indenture, or the holders of a specified percentage of 7.75% Senior Notes, may declare all outstanding amounts immediately due and payable. Such an Event of Default would also constitute an event of default under the Credit Agreement, which would permit the lenders thereunder to declare all amounts outstanding under the Credit Agreement to be immediately due and payable.

indebtedness outside of the protections of Chapter 11 of the U.S. Bankruptcy Code. We cannot provide any assurances of our ability to timely complete any such transactions, or the structure or likelihood of success thereof. If the Company is unsuccessful in restructuring or refinancing its indebtedness outside the court-approved process, it could seek to effectuate a restructuring under the protection of Chapter 11 of the U.S. Bankruptcy Code.

Based on the significance of the Company's debt balance and the potential that the Company could seek protection from creditors under Chapter 11 of the U.S. Bankruptcy Code, the Company determined that, as a result of these two factors and as required by the accounting guidance cited above, there is substantial doubt as to the Company’s ability to continue as a going concern for a period of 12 months following the date of issuance of this Quarterly Report on Form 10-Q.

Notwithstanding the aforementioned, the accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the ability to continue as a going concern.

~~Out of Period Adjustment~~

In connection with the preparation of certain prior period unaudited condensed consolidated financial statements, the Company recorded a correction of an immaterial misstatement that occurred in periods prior thereto, which resulted in an increase in content costs of $3.6 million in the second quarter of 2016. The correction related to the Radio Station Group segment only and was not material to the prior year quarterly or annual results.loss.

Assets Held for Sale

~~During~~Long-lived assets to be sold are classified as held for sale in the ~~year ended December 31, 2015,~~period in which they meet all the criteria for the disposal of long-lived assets. The Company measures assets held for sale at the lower of their carrying amount or fair value less cost to sell.

On June 10, 2021, the Company entered into an agreement to sell certain land, a single-story building and certain related equipment in the Company's ~~Washington, DC~~Nashville, TN market ("Nashville Sale") to a third party. The ~~closing of the~~ transaction ~~is subject to various conditions and approvals, which remain pending.~~closed on August 2, 2021. The ~~identified asset has been classified as~~assets held for sale financial statement line item of the Company’s Condensed Consolidated Balance Sheet is primarily composed of the Nashville Sale.

As of June 30, 2021, assets held for sale was $13.0 million. As of December 31, 2020, the Company had 0 assets held for sale.

Tower Sale

The Company completed the final closing with Vertical Bridge REIT, LLC for the sale of substantially all of the Company's broadcast communications tower sites and certain other related assets (the "Tower Sale") on June 30, 2021, for net proceeds of $2.6 million. In connection with the Tower Sale, the Company will be entering into individual site leases for the continued use of substantially all of the assets that were included in the ~~accompanying unaudited condensed consolidated balance sheets at September 30, 2017 and December 31, 2016. The estimated fair value~~Tower Sale. As the terms of the ~~land~~Tower Sale arrangement contain a repurchase option, the leaseback was not accounted for as a sale. The carrying amount of the leased back assets will remain on the Company's books and continue to be ~~disposed of is in excess of its carrying value.~~

~~Adoption of New Accounting Standards~~

~~ASU 2016-09 - Compensation - Stock Compensation~~ ("~~ASU 2016-09~~"). ~~In March 2016,~~depreciated over their remaining useful lives. The proceeds received for the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, which provides guidance for employee stock-based payments. This update removes the requirement that reporting entities present tax benefits as excess cash flows from financing activities and cash flows from operating activities. As a result of this amendment, cash flows related to excess tax benefits will be classified only in operating activities. The Company adopted ASU 2016-09 effective January 1, 2017. As a result of adoption, in the first quarter of 2017, the Companyleased back assets have been recorded an adjustment to accumulated deficit of approximately $0.6 million to recognize net operating loss carryforwards attributable to excess tax benefits on stock compensation that had not been previously recognized in additional paid in capital. The Company is continuing its practice of estimating forfeitures and recording cash paid for withholding taxes as a financing ~~activity.~~liability.

Supplemental Cash Flow Information

The following summarizes supplemental cash flow information to be read in conjunction with the unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020:


	Six Months Ended
	June 30, 2021		June 30, 2020
Supplemental disclosures of cash flow information:
Interest paid	$	31,876	$	30,598
Income taxes paid (refunded)	5,480		(202)
Supplemental disclosures of non-cash flow information:
Trade revenue	$	18,777	$	14,921
Trade expense	18,479		14,172
Noncash principal change in financing liabilities	(22)		410

Recent Accounting Standards Updates

ASU ~~2017-04~~2016-13 - ~~Intangibles~~Financial Instruments - ~~Goodwill and Other~~Credit Losses (Topic 326) ("ASU ~~2017-04"~~2016-13"). In ~~January 2017,~~June 2016, the FASB issued ASU ~~2017-04~~2016-13 which requires entities to ~~simplify~~estimate loss of financial assets measured at amortized cost, including trade receivables, debt securities and loans, using an expected credit loss model. The expected credit loss differs from the ~~accounting for goodwill impairment. The update eliminates~~previous incurred losses model primarily in that the ~~requirement~~loss recognition threshold of "probable" has been eliminated and that expected loss should consider reasonable and supportable forecasts in addition to ~~perform Step 2~~the previously considered past events and current conditions. Additionally, the guidance requires additional disclosures related to the further disaggregation of information related to the credit quality of financial assets by year of the ~~goodwill impairment test,~~asset's origination for as many as five years.

Entities must apply the standard provision as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which ~~requires a hypothetical purchase price allocation. Upon effectiveness of this update, a goodwill impairment will be~~ the ~~amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment~~ guidance ~~remains substantially unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test~~ is ~~necessary.~~effective. The ~~new~~ standard iswas effective for ~~fiscal years, and interim periods within~~public business entities, excluding Smaller Reporting Companies ("SRC"), for fiscal years beginning after December 15, 2019, ~~with early adoption permitted.~~and interim periods within those fiscal years. The impact on the Company's financial statements of it not being required to perform Step 2 to measure the amount of any potential goodwill impairment will depend on various factors determined by the Company's annual impairment test which will be performed onstandard is effective for SRCs for fiscal years beginning after December ~~31, 2017.~~15, 2022. Early adoption is permitted

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for ~~any impairment tests performed~~annual periods beginning after ~~January 1, 2017.~~December 15, 2018, and interim periods within those fiscal years. The Company ~~adopted~~is currently evaluating the impact of adopting ASU ~~2017-04 effective January 1, 2017.~~2016-13 on its unaudited Condensed Consolidated Financial Statements.

~~Recent Accounting Standards Updates~~

~~ASU 2014-09 and related updates -~~ 2. Revenues

Revenue ~~from Contracts with Customers ("ASU 2014-09").~~ In May 2014, the FASB issued ASU 2014-09 which outlines a single comprehensive revenue model for entities to use in accounting for revenue arising from contracts with customers. The guidance supersedes most current revenue recognition guidance, including industry-Recognition

~~specific guidance. The core principle~~Revenues are recognized when control of the ~~single comprehensive revenue model is that “an entity recognizes revenue to depict the transfer of~~ promised goods or services are transferred to ~~customers~~the customer, in an amount that reflects the consideration to which the ~~entity~~Company expects to be entitled in exchange for those goods or services.~~” In August 2015, the FASB issued~~ ~~ASU 2015-14 - Deferral~~

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


	Three Months Ended June 30, 2021		Three Months Ended June 30, 2020
Advertising revenues	$	220,764	$	142,873
Non-advertising revenues	3,954		3,149
Total revenue	$	224,718	$	146,022


	Six Months Ended June 30, 2021		Six Months Ended June 30, 2020
Advertising revenues	$	417,200	$	367,413
Non-advertising revenues	9,246		6,523
Total revenue	$	426,446	$	373,936

Advertising Revenues

Substantially all of the ~~Effective Date ("ASU 2015-14")~~,Company's revenues are from advertising, primarily generated through (i) the sale of broadcast radio advertising time and advertising and promotional opportunities across digital audio networks to local, regional, national and network advertisers and (ii) remote/event revenue. The Company considers each advertising element a separate contract, and thus a separate performance obligation, as a result of both the customer's and the Company's respective ability to stop transferring promised goods or services during the contract term without notice or penalty. As a result, revenue associated with these contracts is recognized at the time advertising or other services, for example hosting an event, are delivered.

The Company's payment terms vary by the type and location of customer and the products or services offered. The term between invoicing and when payment is due is generally not significant. There are no further obligations for returns, refunds or similar obligations related to the contracts. The Company records deferred revenues when cash payments, including amounts which ~~delayed the effective date~~are refundable, are received in advance of ASU 2014-09 by one year. ASU 2014-09, as amended, is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In March 2016, the FASB issued ~~ASU 2016-08 - Principal versus Agent Considerations ("ASU 2016-08")~~ ~~which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued~~ ~~ASU 2016-10 - Identifying Performance Obligations and Licensing ("ASU 2016-10")~~ ~~which amends the~~performance.

Non-Advertising Revenues

Non-advertising revenue ~~recognition guidance on accounting for licenses of intellectual property and identifying performance obligations as well as clarifies when~~does not constitute a ~~promised good or service is separately identifiable. In May 2016, the FASB issued~~ ~~ASU 2016-12 - Narrow-Scope Improvements and Practical Expedients ("ASU 2016-12")~~ which provides clarifying guidance in certain narrow areas such as an assessment of collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition as well as adds certain practical expedients. In December 2016, the FASB issued ~~ASU 2016-20 - Technical Corrections and Improvements ("ASU 2016-20")~~ ~~which provides technical corrections and improvements to Topic 606. In March 2017, the FASB issued~~ ~~ASU 2017-05 - Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets ("ASU 2017-05")~~ ~~which clarifies the scope of Subtopic 610-20 and adds guidance for partial sales of non-financial assets, including partial sales of real estate. In May 2017, the FASB issued~~ ~~ASU 2017-10 - Determining the Customer~~material portion of the ~~Operation Services ("ASU 2017-10")~~ ~~which clarifies the diversity in practice in how an operating entity determines the customer~~Company's revenue and primarily consists of the operation services for transactions within the scope of ASC 853, Service Concession Arrangements by clarifying that the grantor is the customer of the operation services in all cases for those arrangements. The amendments also allow forlicensing content, and to a more consistent application of other aspects of the revenue guidance, which are affected by this customer determination. The amendments in ASU 2014-09, ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12, ASU 2016-20, ASU 2017-05lesser degree, imputed tower rental income and ~~ASU 2017-10 may be applied either retrospectively to each prior period presented or retrospectively with the cumulative effect of initially applying such updates at the date of initial application.~~satellite rental income.

Trade and Barter Transactions

The Company ~~plans~~provides commercial advertising inventory in exchange for goods and services used principally for promotional, sales, programming and other business activities. Programming barter revenue is derived from an exchange of programming content, to ~~adopt the new standard using a modified retrospective approach effective January 1, 2018.~~

The Company created a revenue recognition implementation team to oversee the planning, testing and implementation of ASC 606. The responsibilities of this team include developing an appropriate testing methodology, performing the testing of contracts and evaluating the impact of the new revenue recognition standardbe broadcast on the Company's ~~financial statements. The revenue recognition implementation team meets on a regular basis and have created a detailed timetable to ensure the Company is on pace~~airwaves, for ~~the required 2018 adoption. The initial scoping procedures have been completed and material revenue streams have been identified.~~

~~The Company continues to assess the potential impacts of the new standard, including~~commercial advertising inventory, usually in the ~~areas described above,~~form of commercial placements inside the show exchanged. Trade and ~~anticipates adoption~~barter value is based upon management's estimate of this standard could have a material impact on its consolidated financial statements; however, the Company cannot reasonably estimate quantitative information related to the impact of the new standard on its financial statements at this time.

~~ASU 2016-01 - Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01").~~ In January 2016, the FASB issued ASU 2016-01 which enhances the reporting model for financial instruments including aspects of recognition, measurement, presentation and disclosure. The new guidance revises the accounting requirements related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. The update also changes certain disclosure requirements associated with the fair value of ~~financial instruments. These changes will require an entity~~the products, supplies and services received. Trade and barter revenue is recorded when commercial spots are aired, in the same pattern as the Company's normal cash spot revenue is recognized.

Trade and barter expense is recorded when goods or services are consumed. For the three months ended June 30, 2021 and 2020, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $8.5 million and $5.8 million, respectively; and (2)��trade and barter expenses of $8.9 million and $6.1 million, respectively. For the six months ended June 30, 2021 and 2020, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $18.8 million, and $14.9 million, respectively; and (2) trade and barter expenses of $18.5 million, and $14.2 million, respectively.

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Capitalized Costs of Obtaining a Contract

The Company capitalizes certain incremental costs of obtaining contracts with customers which it expects to ~~measure, at fair value, investments in equity securities~~recover. For contracts with a customer life of one year or less, commissions are expensed as they are incurred. For new local direct contracts where the new and ~~other ownership interests in an entity - including investments in partnerships, unincorporated joint ventures and limited liability companies that do not result in consolidation and~~renewal commission rates are not ~~accounted for under~~commensurate, management capitalizes commissions and amortizes the ~~equity method -~~capitalized commissions over the average customer life. These costs are recorded within selling, general and ~~recognize the changes~~administrative expenses in fair value within net income. ASU 2016-01 will be effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. Early adoption is not permitted, except for certain amendments within the ASU. The Company does not expect adoptionour unaudited Condensed Consolidated Statements of ~~this guidance to have a material impact on its financial condition, results of operation or disclosures.~~

~~ASU 2016-02 - Leases ("ASU 2016-02").~~ In February 2016, the FASB issued ASU 2016-02 which provides updated guidance for the accounting for leases. This update requires lessees to recognize assets and liabilities for the rights and obligations created by leases with a term longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 will be effective for fiscal years beginning after December 15, 2018, and interim periods thereafter. A modified retrospective transition method is required, with the option to elect certain practical expedients. Early adoption is permitted. The Company is currently assessing the impact that ASU 2016-02 will have on its consolidated financial statements.

~~ASU 2016-15 - Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15")~~. In August 2016, the FASB issued ASU 2016-15 which provides guidance for several new and/or revised disclosures pertaining to the classification of certain cash receipts and cash payments on the statement of cash flows, including contingent consideration payments made after a business acquisition. ASU 2016-15 will be effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial condition, results of operation or disclosures.

~~ASU 2016-16 - Intra-Entity Transfers of Assets Other Than Inventory ("ASU 2016-16")~~. In October 2016, the FASB issued ASU 2016-16 which provides guidance for the accounting for the income tax consequences of intra-entity transfers of assets other than inventory when the transfer occurs between entities in different tax jurisdictions. ASU 2016-16 will be effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial condition, results of operation or disclosures.

~~ASU 2016-18 - Restricted Cash ("ASU 2016-18")~~. In November 2016, the FASB issued ASU 2016-18 which provides guidance for the accounting for the disclosure of restricted cash on the Statement of Cash Flows. ASU 2016-18 will be effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial condition, results of operation or disclosures.Operations. As of ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016,~~2020, the Company ~~had~~recorded an asset of approximately ~~$7.7~~$5.7 million and ~~$8.0~~$5.8 million, ~~in restricted cash,~~ respectively, related to the unamortized portion of commission expense on ~~its consolidated balance sheets. Upon adoption~~new local direct revenue.

3. Intangible Assets

The gross carrying amount and accumulated amortization of ~~ASU 2016-18, restricted cash balances will be included along with cash and cash equivalents~~the Company’s intangible assets as of the end of the period and beginning of the period, respectively, in the Company's consolidated Statement of Cash Flows for all periods presented; additionally, separate line items showing changes in restricted cash balances will be eliminated from its consolidated statement of cash flows.

~~ASU 2017-01 - Clarifying the Definition of a Business ("ASU 2017-01").~~ In January 2017, the FASB issued guidance that clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The new standard is effective for fiscal years, and interim periods within fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial condition, results of operation or disclosures.

~~ASU 2017-09 - Scope of Modification Accounting ("ASU 2017-09").~~ ~~In May 2017, the FASB issued an update to guidance on Topic 718,~~ ~~Compensation—Stock Compensation~~ that clarifies when changes to the terms or conditions of a share-based award must be accounted for as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. ASU 2017-09 will be effective for all entities for annual periods, and interim periods within annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its financial condition, results of operation or disclosure.

~~2. Restricted Cash~~

~~As of September~~June 30, ~~2017~~2021 and December 31, 2016, the Company’s balance sheet included approximately $7.7 million and $8.0 million, respectively, in restricted cash. Restricted cash is used primarily to collateralize standby letters of credit for certain leases and insurance policies in addition to securing certain transactions2020 are as ~~dictated by the financial institutions used by the Company.~~

~~3. Intangible Assets and Goodwill~~

~~The following tables present goodwill and accumulated impairment losses on a segment and consolidated basis as of January 1, 2017 and September 30, 2017~~follows (dollars in thousands):

~~Radio Station Group~~

Balance as of January 1, 2017:
Goodwill $ 1,278,526
Accumulated impairment losses (1,278,526 )
Total $ —
Balance as of September 30, 2017:
Goodwill 1,278,526
Accumulated impairment losses (1,278,526 )
Total $ —

~~Westwood One~~

Balance as of January 1, 2017:
Goodwill $ 304,280
Accumulated impairment losses (169,066 )
Total $ 135,214
Balance as of September 30, 2017:
Goodwill 304,280
Accumulated impairment losses (169,066 )
Total $ 135,214

~~Consolidated~~

Balance as of January 1, 2017:
Goodwill $ 1,582,806
Accumulated impairment losses (1,447,592 )
Total $ 135,214
Balance as of September 30, 2017:
Goodwill 1,582,806
Accumulated impairment losses (1,447,592 )
Total $ 135,214


	Indefinite-Lived				Definite-Lived								Total
Gross Carrying Amount	FCC licenses		Trademarks		Affiliate and producer relationships		Broadcast advertising		Tower income contracts		Other
Balance as of December 31, 2020	$	825,590	$	19,760	$	130,000	$	32,000	$	13,592	$	11,060	$	1,032,002

Assets held for sale	(680)		0		0		0		0		0		(680)
Dispositions	(746)		(5)		0		0		(5)		(4)		(760)
Balance as of June 30, 2021	$	824,164	$	19,755	$	130,000	$	32,000	$	13,587	$	11,056	$	1,030,562

Accumulated Amortization
Balance as of December 31, 2020	$	—	$	—	$	(30,530)	$	(16,533)	$	(3,902)	$	(11,060)	$	(62,025)
Amortization Expense	—		—		(5,909)		(3,200)		(755)		0		(9,864)

Dispositions	—		—		0		0		1		4		5
Balance as of June 30, 2021	$	—	$	—	$	(36,439)	$	(19,733)	$	(4,656)	$	(11,056)	$	(71,884)
Net Book Value as of June 30, 2021	$	824,164	$	19,755	$	93,561	$	12,267	$	8,931	$	0	$	958,678

The ~~following table shows the Company's~~Company performs impairment testing of its indefinite-lived intangible ~~asset balances~~assets annually as of December 31 ~~2016 and September 30, 2017, as well as dispositions and amortization during the period (dollars in thousands):~~

~~Intangible Assets:~~

FCC Licenses Definite-Lived Total
Balance as of December 31, 2016 $ 1,540,183
$ 116,499
$ 1,656,682
Dispositions (465 ) —
(465 )
Amortization —
(26,130 ) (26,130 )
Balance as of September 30, 2017 $ 1,539,718
$ 90,369
$ 1,630,087

~~The Company performs annual impairment testing~~ of ~~its Federal Communications Commission ("FCC") licenses and goodwill as of December 31,~~ each year and on an interim basis if management believes events or circumstances indicate that ~~FCC licenses or goodwill~~its indefinite-lived intangible assets may be impaired. The Company reviews the carrying ~~value~~amount of its definite-lived intangible assets, primarily broadcast ~~licenses,~~advertising and affiliate relationships, for recoverability prior to its annual impairment test ~~of goodwill~~ and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. ~~Events~~The Company considered the current and expected future economic and market conditions surrounding COVID-19, and other potential indicators of impairment and determined a triggering event had not occurred which would necessitate any interim impairment tests during the three months ended June 30, 2021. We will continue to monitor changes in economic and market conditions, including those related to COVID-19, and if any events or circumstances ~~did not necessitate~~indicate a triggering event has occurred, we will perform an interim impairment test as of ~~September 30, 2017.~~our intangible assets at the appropriate time.

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4. Long-Term Debt

The Company’s long-term debt consisted of the following as of ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016~~2020 (dollars in thousands):


	June 30, 2021		December 31, 2020
Term Loan due 2026	$	356,240	$	469,411
Less: current portion of Term Loan due 2026	0		(5,250)
6.75% Senior Notes	449,695		452,836
2020 Revolving Credit Facility	0		60,000
PPP Loans	20,000		0
Less: Total unamortized debt issuance costs	(7,689)		(9,336)
Long-term debt, net	$	818,246	$	967,661

September 30, 2017 December 31, 2016
Term loan:
Term loan $ 1,728,614
$ 1,810,266
Less: unamortized term loan discount and debt issuance costs (23,054 ) (29,909 )
Total term loan 1,705,560
1,780,357
7.75% senior notes: 610,000
610,000
Less: unamortized debt issuance costs (4,335 ) (6,200 )
Total 7.75% senior notes 605,665
603,800
Less: Current portion of long-term debt —
—
Long-term debt, net $ 2,311,225
$ 2,384,157

~~Amended and Restated~~Refinanced Credit Agreement (Term Loan due 2026)

On ~~December 23, 2013,~~September 26, 2019, the Company entered into ~~an Amended~~a new credit agreement by and ~~Restated Credit Agreement (the “Credit Agreement”),~~ among ~~the Company,~~ Cumulus Media New Holdings Inc., a ~~direct~~Delaware corporation and an indirect wholly-owned subsidiary of the Company ~~(“Cumulus Holdings”~~("Holdings"), certain other subsidiaries of the Company, Bank of America, N.A., as ~~borrower,~~Administrative Agent, and ~~certain lenders~~the other banks and ~~agents. The~~financial institutions party thereto as Lenders (the "Refinanced Credit Agreement"). Pursuant to the Refinanced Credit Agreement, ~~consists of~~the lenders party thereto provided Holdings and its subsidiaries that are party thereto as co-borrowers with a $525.0 million senior secured Term Loan (the ~~“Term Loan”~~"Term Loan due 2026") ~~maturing in December 2020 and a $200.0 million revolving credit facility, with a $30.0 million sublimit for letters~~, which was used to refinance the remaining balance of ~~credit~~the then outstanding term loan (the ~~“Revolving Credit Facility”~~"Term Loan due 2022") ~~maturing in December 2018.~~.

~~At September 30, 2017, and December 31, 2016, the Company had $1.729 billion and $1.810 billion, respectively,~~Amounts outstanding under the ~~Term Loan and no amounts outstanding under the Revolving Credit Facility.~~

~~On August 29, 2017, we used proceeds from sale of certain land and buildings to repay approximately $81.7 million of the Term Loan borrowings.~~

Notwithstanding the stated maturity date of the Term Loan, if on January 30, 2019, the aggregate principal amount of 7.75% Senior Notes outstanding exceeds $200.0 million, the Term Loan maturity date shall be accelerated to January 30, 2019.

~~Borrowings under the~~Refinanced Credit Agreement bear interest at ~~the option of Cumulus Holdings, based on the Base Rate (as defined below) or~~a per annum rate equal to (i) the London ~~Interbank~~Inter-bank Offered Rate ~~(“LIBOR”~~("LIBOR"), plus ~~3.25% on LIBOR-based borrowings and 2.25% on Base Rate-based borrowings. LIBOR-based borrowings are~~an applicable margin of 3.75%, subject to a LIBOR floor of ~~1.0% under~~1.00%, or (ii) the ~~Term Loan.~~Alternative Base ~~Rate-based borrowings are~~Rate (as defined below) plus an applicable margin of 2.75%, subject to aan Alternative Base Rate floor of ~~2.0% under the Term Loan.~~2.00%. The Alternative Base Rate is defined, for any day, as the ~~rate~~ per annum rate equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus ~~0.5%~~1/2 of 1.0%, (ii) the ~~prime commercial lending~~rate identified by Bank of America, N.A. as its "Prime Rate" and (iii) one-month LIBOR plus 1.00%. As of June 30, 2021, the Term Loan due 2026 bore interest at a rate of ~~JPMorgan Chase Bank, N.A., as established from time to time, and (iii) 30 day LIBOR plus 1.0%.~~ 4.75% per annum.

Amounts outstanding under the Term Loan due 2026 amortize ~~at a rate~~in equal quarterly installments of ~~1.0% per annum~~0.25% of the original principal amount of the Term Loan ~~payable quarterly,~~due 2026 with the balance payable on the maturity date. At ~~September 30, 2017~~,The maturity date of the Term Loan ~~bore~~due 2026 is March 26, 2026.

Debt discounts and issuance costs of $5.1 million were capitalized and amortized over the term of the Term Loan due 2026. On August 7, 2020, the Company entered into an agreement with Vertical Bridge REIT, LLC, for the sale of substantially all of the Company's broadcast communications tower sites and certain other related assets (the "Tower Sale"). On September 30, 2020, pursuant to the Term Loan due 2026, the Company was required to pay down at closing of the Tower Sale $49.0 million. As a result of the pay down, the Company wrote-off approximately $0.4 million of debt issuance costs related to the Term Loan due 2026.

The Company was also required by the provisions of the Term Loan due 2026 to prepay any remaining amounts of the net proceeds from the Tower Sale and the Company's previously announced sale of land in Bethesda, MD, in June 2020 (the "Land Sale" and, together with the Tower Sale, the "Sale") not reinvested in accordance with the Term Loan. On May 25, 2021, the Company repaid approximately $89 million of its Term Loan due 2026 related to this mandatory prepayment obligation. Approximately $65 million of the prepayment related to the Land Sale and approximately $23 million of the prepayment related to the Tower Sale. Additionally, as a result of the expiration of the May 2021 Tender Offer (as defined below), the Company applied the untendered amount of approximately $23 million towards an incremental prepayment of the Term Loan due 2026. In conjunction with the prepayments, the Company wrote-off approximately $0.9 million of debt issuance costs related to the Term Loan due 2026. As of June 30, 2021, the Company had approximately $356 million outstanding under its Term Loan due 2026.

As of June 30, 2021, we were in compliance with all required covenants under the Refinanced Credit Agreement.

2020 Revolving Credit Agreement

On March 6, 2020, Holdings and certain of the Company’s other subsidiaries, as borrowers (the “Borrowers”), and Intermediate Holdings entered into a $100.0 million revolving credit facility (the “2020 Revolving Credit Facility") pursuant to a Credit Agreement (the "2020 Revolving Credit Agreement"), dated as of March 6, 2020, with Fifth Third Bank, as a lender

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and Administrative Agent and certain other lenders from time to time party thereto. The 2020 Revolving Credit Facility refinances and replaces the Company’s 2018 Revolving Credit Agreement entered into pursuant to that certain Credit Agreement dated as of August 17, 2018, by and among Holdings, the Borrowers, Intermediate Holdings and certain lenders and Deutsche Bank AG New York Branch, as a lender and Administrative Agent.

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

Borrowings under the 2020 Revolving Credit Facility bear interest, at ~~4.49%~~the option of Holdings, based on LIBOR plus a percentage spread of 1.00% or the Alternative Base Rate. The Alternative Base Rate is defined, for any day, as the per ~~annum.~~

~~Under~~annum rate equal to the ~~terms of~~rate identified as the ~~Credit Agreement, a commitment fee in the amount of 0.50% per year, payable monthly, is payable on~~“Prime Rate” by Fifth Third Bank. In addition, the unused portion of the ~~commitments.~~2020 Revolving Credit Facility will be subject to a commitment fee of 0.25%. The 2020 Revolving Credit Facility contains customary LIBOR successor provisions.

The ~~representations, covenants and events~~issuance of ~~default in~~ the 2020 Revolving Credit Agreement ~~are customary~~was evaluated in accordance with ASC 470-50-40 - Debt-Modifications and Extinguishments-Derecognition, to determine whether the refinance transaction should be accounted for ~~financing transactions~~as a debt modification or extinguishment of ~~this nature. Events~~the 2018 Revolving Credit Agreement. The Company expensed approximately $0.6 million of ~~default in~~unamortized debt issuance costs related to the exiting lender from the Revolving Credit Agreement. Costs incurred with third parties for issuance of the 2020 Revolving Credit Agreement ~~include, among others: (a)~~totaled approximately $0.4 million and were capitalized and will be amortized over the ~~failure to pay obligations when due; (b)~~term of the failure to comply with (and not timely remedy, if applicable) certain covenants; (c) certain defaults and accelerations under other indebtedness; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against2020 Revolving Credit Agreement.

On May 17, 2021, the Company ~~or any~~completed a $60.0 million repayment of

~~its restricted subsidiaries; (f)~~ the ~~loss, revocation or suspension~~2020 Revolving Credit Facility. As of or any material impairment in the ability to use one or more of, any material FCC licenses; (g) any representation of warranty made, or report, certificate or financial statement delivered to the lenders subsequently proven to have been incorrect in any material respect; and (h) the occurrence of a Change in Control (as defined in the Credit Agreement). Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the Credit Agreement and the ancillary loan documents as a secured party.

~~In the event amounts are~~June 30, 2021, $4.3 million was outstanding under the 2020 Revolving Credit Facility, ~~or any~~representing letters of ~~credit are outstanding that have not been collateralized by cash~~credit. As of June 30, 2021, the Company was in compliance with all required covenants under the 2020 Revolving Credit Agreement.

6.75% Senior Notes

On June 26, 2019, Holdings (the "Issuer"), and certain of the Company's other subsidiaries, entered into an indenture, dated as of the end of each quarter, the Credit Agreement requires compliance with a consolidated first lien leverage ratio covenant. The required ratio at September 30, 2017 was 4.25 to 1.0, and the first lien net leverage ratio covenant periodically decreases until it reaches 4.0 to 1.0 on March 31, 2018. At September 30, 2017, the Company's actual leverage ratio was in excess of the required ratio. The Company had no borrowings outstanding under the Revolving Credit Facility.

Certain mandatory prepayments on the Term Loan are required upon the occurrence of specified events, including upon the incurrence of certain additional indebtedness, upon the sale of certain assets and upon the occurrence of certain condemnation or casualty events, and from excess cash flow.

The Company’s, Cumulus Holdings’ and their respective restricted subsidiaries’ obligations under the Credit Agreement are collateralized by a first priority lien on substantially all of the Company’s, Cumulus Holdings’ and their respective restricted subsidiaries’ assets (excluding the Company’s accounts receivable collateralizing the Company's revolving accounts receivable securitization facilityJune 26, 2019 (the ~~“Securitization Facility”~~"Indenture") with ~~Wells Fargo Capital Finance ("Wells Fargo")~~U.S. Bank National Association, as described below) in which a security interest may lawfully be granted, including, without limitation, intellectual property and substantially all of the capital stock of the Company’s direct and indirect domestic wholly-owned subsidiaries and 66% of the capital stock of any future first-tier foreign subsidiaries. In addition, Cumulus Holdings’ obligations under the Credit Agreement are guaranteed by the Company and substantially all of its restricted subsidiaries, other than Cumulus Holdings.

As described in more detail in Note 13, "Subsequent Events", on October 30, 2017, the Restructuring Committee of the Board of Directors authorized the Company to forgo the November 1, 2017, scheduled interest payment on the Company's 7.75% Senior Notes (defined below), thereby entering into the applicable 30-day grace period undertrustee, governing the terms of the ~~Indenture. This nonpayment constitutes~~Issuer's $500,000,000 aggregate principal amount of 6.75% Senior Secured First-Lien Notes due 2026 (the "6.75% Senior Notes"). The 6.75% Senior Notes were issued on June 26, 2019. The net proceeds from the issuance of the 6.75% Senior Notes were applied to partially repay existing indebtedness under the Term Loan due 2022. In conjunction with the issuance of the 6.75% Senior Notes, debt issuance costs of $7.3 million were capitalized and are being amortized over the term of the 6.75% Senior Notes.

On November 3, 2020, the Company completed a ~~"default" under~~tender offer (the "November 2020 Tender Offer") pursuant to which it accepted and cancelled $47.2 million in aggregate principal amount of the 6.75% Notes as a result of the Tower Sale. As a result of the November 2020 Tender Offer, the Company wrote-off approximately $0.6 million of debt issuance costs related to the 6.75% Notes accepted and canceled in the transaction. Pursuant to the terms of ~~such~~the Indenture, ~~which matures into an "Event of Default" if not cured or waived before~~ the ~~expiration~~Company made a tender offer (the "May 2021 Tender Offer") with respect to the prorated portion of the ~~30-day grace~~remaining net proceeds from the Tower Sale which it determined would not be reinvested by the end of the reinvestment period ~~on December 1, 2017. Such an Event~~ of ~~Default, if~~approximately $26 million of the 6.75% Notes. On June 23, 2021, the May 2021 Tender Offer expired and ~~when it occurs, would also be an event of default under the Credit Agreement.~~

~~7.75% Senior Notes~~

~~On May 13, 2011, the Company issued $610.0~~approximately $3 million aggregate principal amount of ~~7.75% Senior~~the 6.75% Notes ~~due 2019 (the "7.75% Senior Notes"). Proceeds from~~was validly tendered and accepted for cancellation. The Company directed the ~~sale~~untendered amount of approximately $23 million towards an additional prepayment of the ~~7.75% Senior~~Term Loan due 2026. As a result of the tender offers, the Company had approximately $450 million of 6.75% Notes ~~were used to, among other things, repay~~outstanding as of June 30, 2021.

As of June 30, 2021, the ~~$575.8 million outstanding~~Issuer was in compliance with all required covenants under the ~~term loan facility~~Indenture.

Paycheck Protection Program

The Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") and the Consolidated Appropriations Act (collectively, the "COVID-19 Relief Measures") were enacted in response to the COVID-19 pandemic. The COVID-19 Relief Measures and related notices include several significant provisions, including delaying certain payroll tax payments and providing eligibility for loans under the ~~Company's prior credit agreement.~~

Paycheck Protection Program for public broadcasting entities meeting specified requirements. On ~~September 16, 2011,~~April 1, 2021, and in light of the uncertainties that the COVID-19 pandemic continued to present to the Company, ~~and Cumulus Holdings entered into a supplemental Indenture which provided for, among other things,~~ the (i) assumption by Cumulus Holdings of all obligations of the Company; (ii) substitution of Cumulus Holdings for the Company as issuer; (iii) release of the Company from all obligations as original issuer; and (iv) Company’s guarantee of all of Cumulus Holdings’ obligations, in each case under the indenturemedia industry, and the ~~7.75%~~ ~~Senior Notes.~~

~~Interest on the~~ ~~7.75%~~ ~~Senior Notes is payable on each May 1 and November 1 of each year. The~~ ~~7.75%~~ ~~Senior Notes mature on~~ ~~May 1, 2019~~.

Cumulus Holdings, as issuer of the 7.75% Senior Notes, may redeem all or part of the 7.75% Senior Notes at any time at a price equal to 100% of the principal amount, plus a “make-whole” premium. If Cumulus Holdings sells certain assets or experiences specific kinds of changeseconomy, in ~~control, it will be required to make an offer to purchase the~~ ~~7.75%~~ ~~Senior Notes.~~

~~In connection with the substitution of Cumulus Holdings as the issuer of the~~ ~~7.75%~~ ~~Senior Notes, the Company also guaranteed the~~ ~~7.75%~~ Senior Notes. In addition, each existing and future domestic restricted subsidiary that guarantees the Company’s indebtedness, Cumulus Holdings’ indebtedness or indebtedness of the Company’s subsidiary guarantors (other than the Company’s subsidiaries that hold the licenses for the Company’s radio stations) guarantees, and will guarantee, the ~~7.75%~~ ~~Senior Notes. The~~ ~~7.75%~~ Senior Notes are senior unsecured obligations of Cumulus Holdings and rank equally in right of payment to all existing and future senior unsecured debt of Cumulus Holdings and senior in right of payment to all future subordinated debt of Cumulus Holdings. The ~~7.75%~~ Senior Notes guarantees are the Company’s and the other guarantors’ senior unsecured obligations and rank equally in right of payment to all of the Company’s and the other guarantors’ existing and future senior debt and senior in right of payment to all of the Company’s and the other guarantors’ future subordinated debt.

~~The~~ ~~7.75%~~ Senior Notes and the guarantees are effectively subordinated to any of Cumulus Holdings’, the Company’s or the guarantors’ existing and future secured debt to the extent of the value of the assets securing such debt. In addition, the ~~7.75%~~ ~~Senior Notes and the guarantees are structurally subordinated to all liabilities of the Company and its subsidiaries.~~

The Indenture contains representations, covenants and events of default customary for financing transactions of this nature. As described in more detail in Note 13, “Subsequent Events", on October 30, 2017, the Restructuring Committee of the Board of Directors authorized the Company to forgo the November 1, 2017 scheduled interest payment on the 7.75% Senior Notes, thereby entering into the applicable 30-day grace period under the Indenture. This nonpayment constitutes a “default” under the Indenture, which matures into an “Event of Default” if not cured or waived before the expiration of the 30-day grace period on December 1, 2017. Upon the occurrence of an Event of Default, the trustee under the Indenture, or the holders of a specified percentage of 7.75% Senior Notes, may declare all outstanding amounts due and payable. Such an “Event of Default”, if and when it occurs, would also be an event of default under the Credit Agreement.

~~Accounts Receivable Securitization Facility~~

On December 6, 2013, the Company entered into a 5-year, $50.0 million Securitization Facility with Wells Fargo (as successor to General Electric Capital Corporation), as a lender, swingline lender and administrative agent (together with any other lenders party thereto from time to time, the “Lenders”).

~~In connection with the entry into the Securitization Facility, pursuant to a Receivables Sale and Servicing Agreement, dated as of December 6, 2013 (the “Sale Agreement”),~~general, certain subsidiaries of the Company ~~(collectively,~~received unsecured loans in an aggregate principal amount of $18.3 million under the ~~“Originators”~~Paycheck Protection Program (or "PPP") ~~sell and/or contribute their existing~~evidenced by promissory notes with Fifth Third Bank. Together with previous unsecured loans funded under the PPP during the first quarter of 2021, certain subsidiaries of the Company have received unsecured loans under the PPP in an aggregate principal amount of $20 million. PPP

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Loans received prior to April 1, 2021 were recorded within Other liabilities in the Condensed Consolidated Balance Sheet as of March 31, 2021. Those loans (the "PPP Loans"), which provided additional liquidity for the Company’s subsidiaries, have various maturity dates through April 1, 2026 and ~~future accounts receivable (representing up~~accrue interest at an annual rate of 1.0%. Principal and interest payments will be deferred, with interest accruing, until after the period in which the Company may apply for loan forgiveness pursuant to the PPP. After the deferral period, the Company will make monthly principal and interest payments, amortized over the remaining term of the loan. The loan may be prepaid at any time prior to maturity with no prepayment penalties. The promissory notes evidencing the PPP Loans contain customary events of default relating to, among other things, payment defaults and provisions of the promissory notes. The PPP permits borrowers to apply for forgiveness for some or all of the ~~Company’s accounts receivable)~~loans based on meeting certain criteria. The Small Business Administration (the "SBA") continues to ~~a special purpose entity~~issue guidance surrounding the criteria for loan forgiveness, and ~~wholly-owned subsidiary of~~although the Company ~~(the “SPV”). The SPV may thereafter make borrowings~~intends to use the proceeds from the ~~Lenders, which borrowings are secured by those receivables, pursuant~~PPP Loans for qualified expenses and to an Amended and Restated Receivables Funding and Administration Agreement, dated as of March 15, 2017 (the “Funding Agreement”). Cumulus Holdings services the accounts receivable on behalf of the SPV.

~~Advances available under the Funding Agreement at any time are based on advance rates relating to the value of the eligible receivables held~~apply for forgiveness, there can be no assurance whether such applications for forgiveness will be approved by the ~~SPV at that time. The Securitization Facility matures~~SBA.

Other than as outlined above, we do not currently expect the COVID-19 Relief Measures to have a material impact on ~~December 6, 2018, subject~~our financial results or on our liquidity. We will continue to ~~earlier termination at~~monitor and assess the ~~election of~~impact the ~~SPV. Advances bear interest based~~COVID-19 Relief Measures may have on either LIBOR plus 2.50% or the Index Rate (as defined in the Funding Agreement) plus 1.00%. The SPV is also required to pay a monthly fee based on any unused portion of the Securitization Facility. The Securitization Facility contains representationsour business and ~~warranties, affirmative and negative covenants, and events of default that are customary for financings of this type.~~financial results.

~~At September 30, 2017 and December 31, 2016, there were no amounts outstanding under the Securitization Facility.~~

~~Amortization of Debt Discount and Debt Issuance Costs~~

For the three and nine months ended September 30, 2017, the Company amortized $2.6 million and $7.7 million, respectively, of debt discount and debt issuance costs related to its Term Loan and 7.75% Senior Notes. For the three and nine months ended September 30, 2016, the Company amortized $2.5 million and $7.3 million, respectively, of debt discount and debt issuance costs related to its Term Loan and 7.75% Senior Notes.

5. Fair Value Measurements

~~The three levels of the fair value hierarchy to be applied when determining fair value of financial instruments are described below:~~

~~Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access;~~

Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities; and

~~Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.~~

The following table shows the gross amount and fair value of the ~~Company’s~~ Term Loan due 2026 and ~~7.75%~~6.75% Senior Notes (dollars in thousands):


	June 30, 2021		December 31, 2020
Term Loan due 2026:
Gross value	$	356,240	$	469,411
Fair value - Level 2	357,131		460,023
6.75% Senior Notes:
Gross value	$	449,695	$	452,836
Fair value - Level 2	469,931		464,157

September 30, 2017 December 31, 2016
Term Loan:
Gross value $ 1,728,614
$ 1,810,266
Fair value - Level 2 1,408,820
1,226,455
7.75% Senior Notes:
Gross value $ 610,000
$ 610,000
Fair value - Level 2 179,950
249,673

As of ~~September~~June 30, ~~2017,~~2021, the Company ~~obtained~~used trading prices from a ~~level 2 third-party valuation~~third party of ~~81.5%~~100.3% and 104.5% to calculate the fair value of the Term Loan due 2026 and ~~29.5% to calculate~~ the ~~level 2 fair value of the~~ ~~7.75%~~6.75% Senior ~~Notes.~~Notes, respectively.

As of December 31, ~~2016,~~2020, the Company ~~obtained~~used trading prices from a ~~level 2 third-party valuation~~third party of ~~67.8%~~98.0% and 102.5% to calculate the fair value of the Term Loan 2026 and ~~40.9%~~ ~~to calculate~~ the ~~level 2~~6.75% Senior Notes, respectively.

The fair value of the ~~7.75%~~ ~~Senior Notes.~~

~~6. Stockholders’ Equity~~

~~For information on the~~ Company's ~~October 12, 2016 Reverse Stock Split and the resulting adjustments to authorized, issued and outstanding common stock, warrants and options, see Note 1, "Description~~2020 Revolving Credit Facility as of ~~Business, Interim Financial Data and Basis of Presentation: Reverse Stock Split."~~

~~The Company is authorized to issue an aggregate of 269,080,609 shares of stock, each with~~December 31, 2020 approximates its carrying amount as a ~~par value of $0.01 per share, divided into four classes consisting of:~~

~~(i) 93,750,000 shares designated as Class A common stock;~~

~~(ii) 75,000,000 shares designated as Class B common stock;~~

~~(iii) 80,609 shares designated as Class C common stock, and~~

~~(iv) 100,250,000 shares of preferred stock.~~

On June 5, 2017, the Company’s Board of Directors adopted a stockholder rights plan, which is scheduled to expire in June 2018. Pursuant to the rights plan, the Company declared a dividend of one right for each outstanding share of Class A common stockresult of the ~~Company, payable to holders~~market interest rates of ~~record on June 15, 2017. The rights initially trade with the Company’s Class A common stock~~this item and ~~will generally become exercisable only if any person (or any persons acting in concert or~~is classified as a group) acquires a voting or economic position in 4.99% or more of the Company’s outstanding Class A common stock. If the rights become exercisable, all holders of rights (other than any triggering person) will be entitled to acquire shares of Class A common stock at a 50% discount or the Company may exchange each right held by such holders for one share of Class A common stock. Under the rights plan, any person that owned more than 4.99% of the Company’s outstanding Class A common stock may continue to own its shares of Class A common stock but may not acquire a voting or economic interest in any additional shares of Class A common stock without triggering the rights plan.

~~Common Stock~~

Shares of Class A, Class B and Class C common stock are identical in all respects, except with regard to voting and conversion rights. The preferences, qualifications, limitations, restrictions, and the special or relative rights in respect of the common stock and the various classes of common stock are as follows:

~~Voting Rights.~~ The holders of shares of Class A common stock are entitled to one vote per share on any matter submitted to a vote of the stockholders of the Company, and the holders of shares of Class C common stock are entitled to ten votes for each share of Class C common stock held. Generally, the holders of shares of Class B common stock are not entitled to vote on any matter. However, holders of Class B common stock and Class C common stock are entitled to a separate class vote on any amendment or modification of any specific rights or obligations of the holders of Class B common stock or Class C common stock, respectively, that does not similarly affect the rights or obligations of the holders of Class A common stock. The holders of Class A common stock and of Class C common stock vote together, as a single class, on all matters submitted to a vote to the stockholders of the Company.

~~Conversion.~~ Each holder of Class B common stock and Class C common stock is entitled to convert at any time all or any part of such holder’s shares into an equal number of shares of Class A common stock; provided, however, that to the extent that such conversion would result in the holder holding more than ~~4.99%~~ of the Class A common stock following such conversion, the holder will first be required to deliver to the Company an ownership certification to enable the Company to (a) determine that such holder does not have an attributable interest in another entity that would cause the Company to violate applicable FCC rules and regulations and (b) obtain any necessary approvals from the FCC or the Department of Justice. There were no shares of Class B common stock issued or outstanding as of September 30, 2017 or December 31, 2016.

~~The holders of all classes of common stock are entitled to share ratably in any dividends that may be declared by the Board of Directors of the Company.~~

~~As of September 30, 2017 there were no preferred shares outstanding.~~

~~2009 Warrants~~

~~In June 2009, in connection with the execution of an amendment to the Company's then-existing credit agreement, the Company issued warrants to the lenders thereunder that allow them to acquire up to~~ ~~156,250~~ ~~shares of Class A common stock at an exercise price of~~ ~~$1.17~~ per share (the “2009 Warrants”). The 2009 Warrants expire on June 29, 2019. The number of shares of Class A common stock issuable upon exercise of the 2009 Warrants is subject to adjustment in certain circumstances, including upon the payment of a dividend in shares of Class A common stock. None of such warrants were converted during the nine months ended ~~September 30, 2017~~ ~~and, as of such date, there were 40,057 of the 2009 Warrants outstanding.~~

~~Company Warrants~~

As a component of the Company's September 16, 2011 acquisition of Citadel Broadcasting Corporation (the "Citadel Merger") and the related financing transactions, the Company issued warrants to purchase an aggregate of ~~9.0 million~~ ~~shares of Class A common stock (the "Company Warrants") under a warrant agreement dated September 16, 2011 (the "Warrant Agreement"). The Company Warrants are exercisable at any time prior to June~~Level 3 ~~2030 at an exercise price of~~ ~~$0.01~~ per share with each Company Warrant providing the right to purchase one share. The number of shares for which the Company Warrants are exercisable is not subject to any anti-dilution protection, other than standard adjustments in the case of stock splits, dividends and certain other similar events. Pursuant to the terms and conditions of the Warrant Agreement, upon the request of a holder, the Company has the discretion to issue, upon exercise of the Company Warrants, shares of Class B common stock in lieu of an equal number of shares of Class A common stock and, upon request of a holder and at the Company’s discretion, the Company has the right to exchange such warrants to purchase an equivalent number of shares of Class B common stock for outstanding warrants to purchase shares of Class A common stock.

Exercise of the Company Warrants is subject to compliance with applicable FCC regulations, and the Company Warrants are exercisable provided that ownership of the Company’s securities by the holder does not cause the Company to violate applicable FCC rules and regulations relating to foreign ownership of broadcasting licenses

Holders of Company Warrants are entitled to participate ratably in any distributions on the Company’s common stock on an as-exercised basis. No distribution will be made to holders of Company Warrants or common stock if (i) an FCC ruling, regulation or policy prohibits such distribution to holders of Company Warrants or (ii) the Company’s FCC counsel opines that such distribution is reasonably likely to cause (a) the Company to violate any applicable FCC rules or regulations or (b) any holder of Company Warrants to be deemed to hold an attributable interest in the Company.

No Company Warrants were exercised during the nine months ended September 30, 2017. 0.3 million Company Warrants were exercised during the nine months ended September 30, 2016 to purchase 43,192 shares of Class A common stock. At September 30, 2017, 31,955 Company Warrants remained outstanding.

~~Crestview Warrants~~

Also on September 16, 2011, but pursuant to a separate warrant agreement, the Company issued warrants to purchase 1.0 million shares of Class A common stock with an exercise price, as adjusted to date, of $34.56 per share (the "Crestview Warrants"). The Crestview Warrants are exercisable until September 16, 2021, and the per share exercise price is subject to standard weighted-average adjustments in the event that the Company issues additional shares of common stock or common stock derivatives for less than the fair market value per share, as defined in the Crestview Warrants, as of the date of such issuance. In addition, the number of shares of Class A common stock issuable upon exercise of the Crestview Warrants, and the exercise price of the Crestview Warrants, are subject to adjustment in the case of stock splits, dividends and certain other similar events. As of September 30, 2017, all 1.0 million Crestview Warrants remained outstanding.

~~7. Stock-Based Compensation Expense~~

~~The Company uses the Black-Scholes option pricing model to estimate~~within the fair value ~~on the date of grant of stock options issued.~~hierarchy. The fair value of ~~stock options is determined by~~ the ~~Company’s stock price, historical stock price volatility over~~Company's PPP loans as of June 30, 2021 approximates the ~~expected term~~carrying amount as a result of the ~~awards, risk-free~~market interest rates of this item and ~~expected dividends. With respect to restricted stock awards,~~is classified as Level 3 within the ~~Company recognizes compensation expense over the vesting period equal to the grant date~~ fair value ~~of the shares awarded in accordance with~~ ~~ASC 718 - Compensation - Stock Compensation. To the extent non-vested restricted stock awards include performance or market vesting conditions, management uses the requisite service period to recognize the cost associated with the award.~~hierarchy.

During the nine months ended September 30, 2017, the Company granted 76,250 stock options with a grant date aggregate fair value of $0.1 million. During the nine months ended September 30, 2016, the Company granted 383,375 stock options with a grant date aggregate fair value of $0.5 million. The options granted in both periods range in exercise price from $0.41 to $24.00 per share, and provide for vesting on each of the first four anniversaries of the date of grant, with 30% of the award vesting on each of the first two anniversaries thereof, and 20% of the award vesting on each of the next two anniversaries thereof.

For the three and nine months ended September 30, 2017 the Company recognized approximately $0.4 million and $1.4 million in stock-based compensation expense related to equity awards. For the three and nine months ended September 30, 2016, the Company recognized approximately $0.7 million and $2.4 million in stock-based compensation expense related to equity awards.

As of September 30, 2017, unrecognized stock-based compensation expense of approximately $0.3 million related to equity awards is expected to be recognized over a weighted-average remaining life of 2.23 years. Unrecognized stock-based compensation expense for equity awards will be adjusted for future changes in estimated forfeitures.

~~There were no stock options exercised during the nine months ended September 30, 2017 or September 30, 2016.~~

On May 18, 2017 the Company adopted the 2017 Supplemental Incentive Plan (the "2017 SIP"), which provides participating executives of the Company with the opportunity to earn cash payments in ratable installments over the last three quarters of 2017, based on the Company's year-to-date performance at the end of each respective period, commencing with the second quarter of 2017. In order to be eligible to participate in the 2017 SIP, each participant therein had to agree to the cancellation of all of such participant's respective outstanding equity incentive awards. During the nine months ended September 30, 2017, the participants forfeited an aggregate of 963,493 options.

~~8. Earnings (Loss) Per Share~~

~~For all periods presented, the Company has disclosed basic and diluted earnings (loss) per common share utilizing the two-class method. In accordance with ASC Topic 260,~~ ~~"Earnings per Share,"~~ ~~the presentation of basic and diluted EPS is required only for common stock and not for participating securities.~~

Non-vested restricted shares of Class A common stock are considered participating securities for purposes of calculating basic weighted-average common shares outstanding in all periods. In addition, Company Warrants are accounted for as participating securities, as holders of such Warrants, in accordance with and subject to the terms and conditions of the Warrant Agreement, are entitled to receive ratable distributions of the Company's earnings concurrently with such distributions made to the holders of Class A common stock.

Basic earnings (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. In accordance with the terms of the Company's certificate of incorporation, the Company allocates undistributed net income (loss), after any allocation for preferred stock dividends, between each class of common stock on an equal basis per share. In accordance with the two-class method, earnings applicable to the non-vested restricted shares of Class A common stock and Company Warrants are excluded from the computation of basic EPS.

Diluted earnings (loss) per share is computed in the same manner as basic earnings (loss) per share after assuming issuance of common stock for all potentially dilutive equivalent shares, which includes stock options and certain warrants to purchase common stock. Antidilutive instruments are not considered in this calculation. Under the two-class method, net income (loss) is allocated to common stock to the extent that each security may share in earnings, as if all of the earnings (loss) for the period had been distributed. Earnings (loss) are allocated to each class of common stock equally per share. The following table sets forth the computation of basic and diluted earnings (loss) per common share for the three and nine months ended September 30, 2017 and 2016 (amounts in thousands, except per share data):

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Basic Earnings (Loss) Per Share
Numerator:
Undistributed net income (loss) from continuing operations $ 1,274
$ 46,321
$ (449 ) $ 32,958
Less:
Participation rights of the Company Warrants in undistributed earnings 1
50
—
43
Participation rights of unvested restricted stock in undistributed earnings —
48
—
34
Basic undistributed net income (loss) attributable to common shares $ 1,273
$ 46,223
$ (449 ) $ 32,881
Denominator:
Basic weighted average shares outstanding 29,306
29,275
29,306
29,269
Basic undistributed net income per share attributable to common shares $ 0.04
$ 1.58
$ (0.02 ) $ 1.12
Diluted Earnings (Loss) Per Share:
Numerator:
Undistributed net income (loss) from continuing operations $ 1,274
$ 46,321
$ (449 ) $ 32,958
Less:
Participation rights of the Company Warrants in undistributed net earnings 1
50
—
43
Participation rights of unvested restricted stock in undistributed earnings —
48
—
34
Basic undistributed net income (loss) attributable to common shares $ 1,273
$ 46,223
$ (449 ) $ 32,881
Denominator:
Basic weighted average shares outstanding 29,306
29,275
29,306
29,269
Effect of dilutive stock options, warrants and restricted stock —
—
—
—
Diluted weighted average shares outstanding 29,306
29,275
29,306
29,269
Diluted undistributed net income (loss) per share attributable to common shares $ 0.04
$ 1.58
$ (0.02 ) $ 1.12

9.6. Income Taxes

For the three months ended ~~September~~June 30, ~~2017,~~2021, the Company recorded an income tax expense of ~~$5.3~~$0.7 million on ~~income before income taxes~~pre-tax book loss of ~~$6.5~~$5.2 million, resulting in an effective tax rate ~~for the three months ended September 30, 2017~~ of approximately ~~80.5%~~(14.3)%. For the three months ended ~~September~~June 30, ~~2016,~~2020, the Company recorded an income tax ~~expense~~benefit of ~~$32.8~~$12.0 million on ~~income before income taxes~~pre-tax book loss of ~~$79.1~~$48.3 million, resulting in an effective tax rate ~~for the three months ended September 30, 2016~~ of approximately ~~41.4%~~24.8%. The difference between the effective tax rate and the federal statutory rate of 35.0% for the three months ended September 30, 2017 is attributable to state and local income taxes, the tax effect of certain statutory non-deductible items, the tax effect of changes in uncertain tax positions, and state tax law changes enacted during the period. The difference between the effective tax rate and the federal statutory rate of 35.0% for the three months ended September 30, 2016 is attributable to state and local income taxes, the tax effect of certain statutory non-deductible items, the tax effect of changes in uncertain tax positions, the tax effect of stock option terminations and forfeitures, as well as adjustments as a result of differences between the amounts estimated in the tax provision and the actual amounts in the tax return.

For the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2021, the Company recorded an income tax ~~expense~~benefit of ~~$6.5~~$3.6 million on ~~income before income taxes~~pre-tax book loss of ~~$6.0~~$31.4 million, resulting in an effective tax rate ~~for~~of approximately 11.5%. For the ~~nine~~six months ended ~~September~~June 30, 2017 of approximately 107.5%. The difference between the effective tax rate and the federal statutory rate of 35.0% for the nine months ended September 30, 2017 relates to state and local taxes, the tax effect of stock option terminations and forfeitures, the tax effect of changes in uncertain tax positions, and enacted tax law changes.

~~For the nine months ended September 30, 2016,~~2020, the Company recorded an income tax ~~expense~~benefit of ~~$24.9~~$13.5 million on ~~income before income taxes~~pre-tax book loss of ~~$57.9~~$57.2 million, resulting in an effective tax rate ~~for the nine months ended September 30, 2016~~ of approximately ~~43.0%~~23.6%.

The ~~difference~~differences between the effective tax ~~rate~~rates and the federal statutory rate of ~~35.0%~~21.0% for the ~~nine months~~three and six month periods ended ~~September~~June 30, ~~2016,~~2021, are primarily ~~relates~~driven by improved annual forecasted results, the effects of certain statutory non-deductible expenses including disallowed executive compensation and parking, and state and local income taxes.

The differences between the effective tax rates and the federal statutory rate of 21.0% for the three and six month periods ended June 30, 2020 primarily relate to state and local income taxes ~~an increase in~~and the ~~valuation allowance with respect to state net operating losses, the tax~~ effect of certain statutory non-deductible ~~items, enacted changes to state and local tax laws, the tax effect~~expenses.

Table of ~~changes in uncertain tax positions, and differences between the amounts estimated in the tax provision and the actual amounts in the tax return.~~Contents

The Company ~~continually reviews the adequacy of the valuation allowance and~~ recognizes the benefits of deferred tax assets only as ~~the reassessment~~its assessment indicates that it is more likely than not that the deferred tax assets will be recognized in accordance with ASC Topic 740, Income Taxes(“ ("ASC ~~740”~~740"). The Company reviews the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to utilize existing deferred tax assets. As of ~~September~~June 30, ~~2017,~~2021, the Company has not recorded a valuation allowance since the Company continues to ~~maintain a partial valuation allowance~~believe, on ~~certain state net operating loss carryforwards which~~ the ~~Company does not believe will be able to~~basis of its evaluation, that its deferred tax assets meet the more likely than not recognition standard for recovery. The Company will continue to monitor the valuation of deferred tax assets, which requires judgment in assessing the likely future tax consequences of events that ~~have been~~are recognized in the Company's financial statements or tax returns as well as judgment in projecting future profitability.

As discussed in Note 1 (Liquidity and Going Concern Considerations), the accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company continues7. Stockholders' Equity

Common Stock

Pursuant to believe that the remaining deferred tax assets are more likely than not to be realized. The Company is currently evaluating various debt restructuring alternatives which, if undertaken, could have a significant impact on the Company’s ~~income taxes, including the realization~~amended and restated certificate of deferred tax assets. At this time, the Company believes it is more likely than not that it will recover its deferred tax assets, with the exception of certain state net operating loss carryforwards, through a combination of existing taxable temporary differences and future taxable income. In the event of a restructuring transaction, the Company believes that these deferred tax assets would likely be utilized to offset operating income or cancellation of debt income. If however,incorporation, the Company is authorized to issue an aggregate of 300,000,000 shares of stock divided into three classes consisting of: (i) 100,000,000 shares of new Class A common stock; (ii) 100,000,000 shares of new Class B common stock; and (iii) 100,000,000 shares of preferred stock.

As of June 30, 2021, the Company had 20,712,454 aggregate issued shares of common stock, and 20,485,795 outstanding shares consisting of: (i) 18,672,302 issued shares and 18,445,643 outstanding shares designated as Class A common stock; and (ii) 2,040,152 issued and outstanding shares designated as Class B common stock.

Shareholder Rights Plan

On May 20, 2020, our Board adopted a rights plan and declared a dividend of (a) 1 Class A right (a "Class A Right") in respect of each share of the Company's Class A common stock, par value $0.0000001 per share (the "Class A Common Shares"), (b) 1 Class B right (a "Class B Right") in respect of each share of the Company's Class B common stock, par value $0.0000001 per share (the "Class B Common Shares" and together with the Class A Common Shares, the "Common Shares"), (c) 1 Series 1 warrant right (a "Series 1 Warrant Right") in respect of each of the Company's Series 1 warrants (the "Series 1 Warrants"), and (d) 1 Series 2 warrant right (a "Series 2 Warrant Right," and together with the Class A Rights, the Class B Rights and the Series 1 Warrant Rights, the "Rights") in respect of each of the Company's Series 2 warrants (the "Series 2 Warrants," and together with the Series 1 Warrants, the "Warrants"). The dividend distribution was made on June 1, 2020 to the Company's stockholders and Warrant holders of record on that date. The Rights were not ~~able~~initially exercisable and traded with the shares of the Company’s common stock. The Rights expired, with no rights having become exercisable, in accordance with their terms at the close of business on April 30, 2021.

8. Loss Per Share

The Company calculates basic loss per share by dividing net loss by the weighted average number of common shares outstanding, excluding unvested restricted shares. The Company calculates diluted loss per share by dividing net loss by the weighted average number of common shares outstanding plus the dilutive effect of all outstanding share-based awards, including stock options and restricted stock awards. Warrants generally are included in basic and diluted shares outstanding because there is little or no consideration paid upon exercise of the Warrants. For the three and six months ended June 30, 2021, due to ~~generate sufficient future income during~~ the ~~attribute carryforward period or expectations around future events or earnings change, these deferred tax assets may require a valuation allowance.~~net loss attributable to the Company common stockholders, potential common shares that would cause dilution, such as employee stock options, restricted shares and other stock awards, have been excluded from the diluted share count because their effect would have been anti-dilutive. The Company applies the two-class method to calculate loss per share. Because both classes share the same rights in dividends and losses, loss per share (basic and diluted) is the same for both classes.

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


	Three Months Ended June 30, 2021		Three Months Ended June 30, 2020
Basic Loss Per Share
Numerator:
Undistributed net loss from operations	$	(5,891)	$	(36,316)



Basic net loss attributable to common shares	$	(5,891)	$	(36,316)
Denominator:
Basic weighted average shares outstanding	20,475		20,333
Basic undistributed net loss per share attributable to common shares	$	(0.29)	$	(1.79)

Diluted Loss Per Share
Numerator:
Undistributed net loss from operations	$	(5,891)	$	(36,316)



Diluted net loss attributable to common shares	$	(5,891)	$	(36,316)
Denominator:
Basic weighted average shares outstanding	20,475		20,333


Diluted weighted average shares outstanding	20,475		20,333
Diluted undistributed net loss per share attributable to common shares	$	(0.29)	$	(1.79)

~~10.~~


	Six Months Ended June 30, 2021		Six Months Ended June 30, 2020
Basic Loss Per Share
Numerator:
Undistributed net loss from operations	$	(27,809)	$	(43,667)



Basic net loss attributable to common shares	$	(27,809)	$	(43,667)
Denominator:
Basic weighted average shares outstanding	20,448		20,279
Basic undistributed net loss per share attributable to common shares	$	(1.36)	$	(2.15)

Diluted Loss Per Share
Numerator:
Undistributed net loss from operations	$	(27,809)	$	(43,667)



Diluted net loss attributable to common shares	$	(27,809)	$	(43,667)
Denominator:
Basic weighted average shares outstanding	20,448		20,279


Diluted weighted average shares outstanding	20,448		20,279
Diluted undistributed net loss per share attributable to common shares	$	(1.36)	$	(2.15)

9. Commitments and Contingencies

Future Commitments

The radio broadcast industry’s principal ratings service is Nielsen Audio ("Nielsen"), which publishes surveys for domestic radio markets. Certain of the Company’s subsidiaries have agreements with Nielsen under which they receive programming ratings information. The remaining aggregate obligation under the agreements with Nielsen is approximately ~~$13.7~~$71.4 million as of ~~September~~June 30, ~~2017,~~2021 and is expected to be paid in accordance with the agreements through December ~~2017.~~2022.

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The Company engages Katz Media Group, Inc. ("Katz") as its national advertising sales agent. The national advertising agency contract with Katz contains termination provisions that, if exercised by the Company during the term of the contract, would obligate the Company to pay a termination fee to Katz, based upon a formula set forth in the contract.

The Company is committed under various contractual agreements to pay for broadcast rights that include sports and news ~~services~~content and to pay for talent, executives, research, weather and traffic information and other content and services.

The Company from time to time enters into radio network contractual obligations to guarantee a minimum amount of revenue share to contractual counterparties on certain programming in future years. ~~Generally, these guarantees are subject to decreases dependent on clearance targets achieved.~~ As of ~~September~~June 30, ~~2017,~~2021, the Company believes that it will meet all such material minimum obligations.

Legal Proceedings

~~On January 3, 2014 (the "Commencement Date”), Merlin Media, LLC (“Merlin”)~~We have been, and the Company entered into an agreement under which the Company is responsible for operating two FM radio stations in Chicago, Illinois, for monthly fees payable to Merlin of approximately $0.3 million, $0.4 million, $0.5 million and $0.6 millionexpect in the ~~first, second, third and fourth years following the Commencement Date, respectively, in exchange~~future to be, a party to various legal proceedings, investigations or claims. In accordance with applicable accounting guidance, we record accruals for ~~the Company retaining the operating profits from these radio stations.~~

The Company and Merlin entered into a separate agreement pursuant to which the Company has the right to purchase these two FM radio stations until October 5, 2017 for an amount in cash equal to the greater of (i) $70.0 million minus the aggregate amount of monthly fees paid by the Company on or prior to the earlier of the closing date or the date that is four years after the Commencement Date; or (ii) $50.0 million. Conversely, Merlin has the right to require the Company to purchase these two FM radio stations at any time during a ten business day period commencing October 6, 2017 for $71.0 million, minus the aggregate amount of monthly fees paid by the Company on or prior to the earlier of the closing date and January 3, 2018.

~~On October 6, 2017, Merlin notified the Company that it was exercising the right to require the Company to acquire the stations.~~

The Company determined through its review of the requirements of ASC Topic 810, Consolidation ("ASC 810") that the stations are a variable interest entity (“VIE”) for which it is not the primary beneficiary, therefore consolidation is not required.

On April 1, 2014, the Company initiated an exit plan for an office lease as part of a restructuring in connection with the acquisition of Westwood One (the "Exit Plan"), which included charges related to terminated contract costs. As of September 30, 2017, liabilities related to the Exit Plan of $0.2 million were included in accounts payable and accrued expenses and $1.0 million of other liabilities in the unaudited condensed consolidated balance sheet. The Company does not anticipate any additional meaningful future charges in connection with the Exit Plan other than those for which the Company has already accrued.

~~Legal Proceedings~~

~~On March 1, 2011, the Company and~~ certain of our ~~subsidiaries were named~~outstanding legal proceedings when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. We evaluate, at least on a quarterly basis, developments in our legal proceedings or other claims that could affect the amount of any accrual, as ~~defendants along with other radio companies, including Beasley Broadcast Group, Inc., CBS Radio, Inc., Entercom Communications, Greater Media, Inc. and Townsquare Media, LLC~~well as any developments that would result in a ~~patent infringement suit. The case, Mission Abstract Data L.L.C., d/b/~~loss contingency to become both probable and reasonably estimable. When a ~~Digimedia ("Plaintiff") v. Beasley Broadcast Group, Inc., et. al., Civil Action Case No: 1:11-mc-00176-LPS, U.S. District Court for~~loss contingency is not both probable and reasonably estimable, we do not record a loss accrual.

If the ~~District~~loss (or an additional loss in excess of ~~Delaware, alleges that the defendants have infringed on two of plaintiff’s patents entitled “Selection~~any prior accrual) is reasonably possible and ~~Retrieval of Music from a Digital Database.” The Complaint seeks unspecified damages. The Court stayed the case on November 14, 2011 pending reexamination~~material, we disclose an estimate of the ~~patents-in-suit before~~possible loss or range of loss, if such estimate can be made. The assessment of whether a loss is probable or reasonably possible and whether the ~~U.S. Patent Office. On June 6, 2012, Plaintiff filed~~loss or a ~~motion~~range of loss is estimable, involves a series of judgments about future events, which are often complex. Even if a loss is reasonably possible, we may not be able to ~~lift~~estimate a range of possible loss, particularly where (i) the ~~stay. On March 25, 2013,~~damages sought are substantial or indeterminate, (ii) the Court entered an order denying Plaintiff’s motion to lift the stay. However, the Court ordered that “the stay shall be lifted upon the issuance of the Notice of Intent to Issue Reexamination Certifications (‘NIRC’)” for the two patents-in-suit. By operation of the Court’s Order, the stay was lifted on July 8, 2013, when the final NIRC was issued for the two patents-in-suit. On July 25, 2013, counsel for Defendants invited Plaintiff to confer to discuss the viability of Plaintiff maintaining the suit in light of the result of the reexamination proceedings or to discuss a case schedule. Plaintiff did not respond substantively to Defendants’ invitation. Plaintiff has filed no further papers with the Court to move the proceeding forward. Should Plaintiff attempt to pursue the caseare in the ~~future, and assuming~~early stages, (iii) the ~~Court now allows~~matters involve novel or unsettled legal theories or a large number of parties, or (iv) various factors outside of our control could lead to vastly different outcomes. In such cases, there is considerable uncertainty regarding the ~~Plaintiff to pursue~~ultimate resolution of such matters, including the ~~case, the Company intends to defend itself vigorously. The Company is not yet able to determine what effect the lawsuit will have, if~~amount of any ~~on its financial position, results of operations or cash flows.~~

possible loss.

In August 2015, the Company was named as a defendant in two separate putative class action lawsuits relating to its use and public performance of certain sound recordings fixed prior to February 15, 1972 (the "Pre-1972 Recordings"). The first suit, ABS Entertainment, Inc., et. al. v, Cumulus Media Inc., was filed in the ~~United States~~U.S. District Court for the Central District of California and alleged, among other things, copyright infringement under California state law, common law conversion, misappropriation and unfair business practices. On December 11, 2015, this suit was dismissed without prejudice. The second suit, ABS Entertainment, Inc., v. Cumulus Media Inc., was filed in the ~~United States~~U.S. District Court for the Southern District of New York and claimed, among other things, common law copyright infringement and unfair competition. The New York lawsuit was stayed pending an appeal before the Second Circuit involving unrelated third parties over whether the owner of a Pre-1972 Recording holds an exclusive right to publicly perform that recording under New York common law. On December 20, 2016, the New York Court of Appeals held that New York common law does not recognize a right of public performance for owners of pre-1972 Recordings. As a result of that case (to which Cumulus Media Inc., was not a party) the New York case against Cumulus Media Inc., was voluntarily dismissed by the plaintiffs on April 3, 2017. On October 11, 2018, President Trump signed the Orrin G. Hatch-Bob Goodlatte Music Modernization Act (the "Music Modernization Act") into law, which, among other things, provides new federal rights going forward for owners of pre-1972 Recordings. The question of whether public performance rights ~~exist~~existed for Pre-1972 recordings under state ~~laws~~law prior to the enactment of the new Music Modernization Act is still being litigated in the Ninth ~~and Eleventh Circuits~~Circuit as a result of ~~cases~~a case filed in ~~California and Florida. Cumulus~~California. The Company is not a party to ~~those cases,~~that case, and ~~the Company~~ is not yet able to determine what effect ~~those proceedings~~that proceeding will have, if any, on its financial position, results of operations or cash flows.

On February 24, 2020, two individual plaintiffs filed a putative class action lawsuit against the Company in the U.S. District Court for the Northern District of Georgia alleging claims regarding the Cumulus Media Inc. 401(k) Plan (the "Plan"). The case alleges that the Company breached its fiduciary duties under the Employee Retirement Income Security Act of 1974 (ERISA) in the oversight of the Plan, principally by selecting and retaining certain investment options despite their higher fees and costs than other available investment options, causing participants in the Plan to pay excessive recordkeeping fees, and by failing to monitor other fiduciaries. The plaintiffs seek unspecified damages on behalf of a class of Plan participants from February 24, 2014 through the date of any judgment. On May 28, 2020, the Company filed a motion to dismiss the complaint. On December 17, 2020 the Court entered an order dismissing one of the individual plaintiffs and all claims against the Company except those that arose on or after February 24, 2019 (i.e., one year prior to the filing of the Complaint). On March 24, 2021, the Company filed a motion seeking dismissal of all remaining claims. The Company ~~currently is, and expects that from time~~intends to ~~time in~~continue to defend the ~~future it will be, party to, or a defendant in, various other claims or lawsuits that are generally incidental to its business.~~case vigorously. The Company ~~expects that it will vigorously contest any such claims or lawsuits and believes that~~is currently unable to reasonably estimate what effect the ultimate ~~resolution of~~outcome might have, if any, ~~such known claim or lawsuit will not have a material adverse effect~~ on ~~the Company's consolidated~~its financial position, results of operations or cash flows.

Table of Contents

~~11. Supplemental Condensed Consolidated Financial Information~~

At On September ~~30, 2017~~28, 2020, Westwood One and the National Collegiate Athletic Association and NIT, LLC (collectively "the NCAA"), ~~Cumulus~~filed competing lawsuits in the Indiana Commercial Court in Indianapolis, Indiana (the ~~"Parent Guarantor"~~"Court"), with regard to the terms of that certain Radio Agreement between the parties dated January 13, 2011 (the "Radio Agreement"), that granted Westwood One exclusive rights to produce and distribute audio broadcasts for all NCAA and NIT championship events during the term of that agreement. Both lawsuits relate to annual rights fees applicable to championship events under the Rights Agreement that were cancelled in 2020 due to the COVID-19 pandemic and the subsequent termination of the Rights Agreement by the NCAA. The complaint filed by the NCAA alleges a breach of the Radio Agreement by Westwood One for non-payment of certain fees related to the events that were canceled and requests, among other things, a declaratory ruling that the termination of the Radio Agreement by the NCAA was permissible and that the NCAA is entitled to full payment of the annual rights fees under the Radio Agreement for the 2019-2020 contract year despite the cancellation of certain events. Westwood One filed its complaint seeking, among other things, a declaratory ruling that Westwood One was not obligated to pay the disputed annual rights fees due to the cancellation of the relevant events and that the NCAA was prohibited from terminating the Radio Agreement for such non-payment, and also requested a preliminary injunction seeking to enjoin the NCAA from terminating the Radio Agreement until the Court could make a determination on the issues raised by the lawsuits. By order dated October 23, 2020, the Court denied Westwood One's motion for preliminary injunction, but did not reach a conclusion on the merits of Westwood One's request for a declaratory ruling. On October 23, 2020, Westwood One filed an appeal of the Court's denial of its ~~100%~~ ~~owned subsidiaries (such subsidiaries,~~motion for preliminary injunction. On May 26, 2021, the ~~“Subsidiary Guarantors”) provided guarantees~~Indiana Court of Appeals denied Westwood One's appeal of the ~~obligations~~trial court's denial of ~~Cumulus Holdings (the "Subsidiary Issuer") under~~a preliminary injunction. Notwithstanding the ~~7.75%~~ ~~Senior Notes. These guarantees are full~~foregoing, Westwood One and ~~unconditional (subject~~the NCAA entered into an agreement granting Westwood One exclusive rights to ~~customary release provisions) as well as joint~~produce and ~~several. Certain~~distribute audio broadcasts of the ~~Subsidiary Guarantors may be subject to restrictions~~2020-21 college basketball season, including the April 2021 NCAA championship event. In addition, on ~~their respective ability to distribute earnings to Cumulus Holdings or the Parent Guarantor. Not all of the subsidiaries of Cumulus and Cumulus Holdings guarantee the~~ ~~7.75%~~ ~~Senior Notes (such non-guaranteeing subsidiaries, collectively, the “Subsidiary Non-guarantors”).~~

Investments in consolidated subsidiaries are held primarily by the Parent Guarantor in the net assets of its subsidiaries and have been presented using the equity method of accounting. The “Eliminations” entries in the following tables primarily eliminate investments in subsidiaries and intercompany balances and transactions. The columnar presentations in the following tables are not consistent with the Company’s business groups; accordingly, this basis of presentation is not intended to present the Company’s financial condition, results of operations or cash flows on a consolidated basis.

~~Revision to Prior Period Financial Statements~~

During the first quarter of 2017, the Company determined that it did not properly classify the investment in consolidated subsidiaries balance residing at the Parent Guarantor as a liability at December 31, 2016. The Company should have presented the investment in consolidated subsidiary balance as a liability as the balance was negative at December 31, 2016. In the following disclosure, a separate line item entitled “Accumulated losses in consolidated subsidiaries” is presented in the Condensed Consolidated Balance Sheet to correct this misclassification. This presentation misclassification was not material to the previously issued financial statements.

~~In accordance with ASC 250-10,~~ ~~SEC Staff Accounting Bulletin No. 99, Materiality,~~ ~~the Company assessed the materiality of the errors and concluded that the errors were not material to any of the Company’s previously issued financial statements. As permitted byASC 250-10, SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company has presented revised financial information as of December 31, 2016.~~

The following tables present (i) unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2017 and 2016, (ii) unaudited condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016, and (iii) unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2017 and 2016, of each of the Parent Guarantor, Cumulus Holdings, the Subsidiary Guarantors, and the Subsidiary Non-guarantors.

~~CUMULUS MEDIA INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~Three Months Ended September 30, 2017~~

~~(Dollars in thousands)~~

~~(Unaudited)~~

Cumulus
Media Inc.
(Parent
Guarantor)

Cumulus
Media
Holdings Inc.
(Subsidiary
Issuer)

Subsidiary
Guarantors

Subsidiary
Non-guarantors
Eliminations
Total
Consolidated
Net revenue $ —
$ —
$ 287,240
$ —
$ —
$ 287,240
Operating expenses:
Content costs —
—
96,321
—
—
96,321
Selling, general and administrative expenses —
—
118,758
535
—
119,293
Depreciation and amortization —
298
14,910
—
—
15,208
Local marketing agreement fees —
—
2,717
—
—
2,717
Corporate expenses (including stock-based compensation expense of $354) —
10,853
—
—
—
10,853
Gain on sale of assets or stations —
—
(83 ) —
—
(83 )
Total operating expenses —
11,151
232,623
535
—
244,309
Operating (loss) income —
(11,151 ) 54,617
(535 ) —
42,931
Non-operating (expense) income:
Interest (expense) income, net (2,184 ) (33,089 ) 34
(62 ) —
(35,301 )
Loss on early extinguishment of debt —
(1,063 ) —
—
—
(1,063 )
Other expense, net —
—
(36 ) —
—
(36 )
Total non-operating expense, net (2,184 ) (34,152 ) (2 ) (62 ) —
(36,400 )
(Loss) income before income taxes (2,184 ) (45,303 ) 54,615
(597 ) —
6,531
Income tax (expense) benefit 8,782
176,495
(193,046 ) 2,512
—
(5,257 )
Earnings (loss) from consolidated subsidiaries (5,324 ) (136,516 ) 1,915
—
139,925
—
Net income (loss) $ 1,274
$ (5,324 ) $ (136,516 ) $ 1,915
$ 139,925
$ 1,274

~~CUMULUS MEDIA INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~Nine Months Ended September 30, 2017~~

~~(Dollars in thousands)~~

~~(Unaudited)~~

Cumulus
Media Inc.
(Parent
Guarantor)

Cumulus
Media
Holdings Inc.
(Subsidiary
Issuer)

Subsidiary
Guarantors

Subsidiary
Non-guarantors
Eliminations
Total
Consolidated
Net revenue $ —
$ —
$ 841,801
$ —
$ —
$ 841,801
Operating expenses:
Content costs —
—
291,390
—
—
291,390
Selling, general and administrative expenses —
—
352,465
1,724
—
354,189
Depreciation and amortization —
902
46,708
—
—
47,610
Local marketing agreement fees —
—
8,137
—
—
8,137
Corporate expenses (including stock-based compensation expense of $1,422) —
32,281
—
—
—
32,281
Gain on sale of assets or stations —
—
(2,585 ) —
—
(2,585 )
Total operating expenses —
33,183
696,115
1,724
—
731,022
Operating (loss) income —
(33,183 ) 145,686
(1,724 ) —
110,779
Non-operating (expense) income:
Interest (expense) income, net (6,551 ) (97,020 ) 106
(171 ) —
(103,636 )
Loss on early extinguishment of debt —
(1,063 ) —
—
—
(1,063 )
Other expense, net —
—
(64 ) —
—
(64 )
Total non-operating (expense) income, net (6,551 ) (98,083 ) 42
(171 ) —
(104,763 )
(Loss) income before income taxes (6,551 ) (131,266 ) 145,728
(1,895 ) —
6,016
Income tax (expense) benefit 7,040
141,059
(156,600 ) 2,036
(6,465 )
Earnings (loss) from consolidated subsidiaries (938 ) (10,731 ) 141
—
11,528
—
Net (loss) income $ (449 ) $ (938 ) $ (10,731 ) $ 141
$ 11,528
$ (449 )

~~CUMULUS MEDIA INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~Three Months Ended September 30, 2016~~

~~(Dollars in thousands)~~

~~(Unaudited)~~

Cumulus
Media Inc.
(Parent
Guarantor)

Cumulus
Media
Holdings
Inc.
(Subsidiary
Issuer)

Subsidiary
Guarantors

Subsidiary
Non-guarantors
Eliminations
Total
Consolidated
Net revenue $ —
$ —
$ 286,136
$ —
$ —
$ 286,136
Operating expenses:
Content costs —
—
115,348
—
—
115,348
Selling, general and administrative expenses —
—
116,706
681
—
117,387
Depreciation and amortization —
400
21,557
—
—
21,957
Local marketing agreement fees —
—
2,481
—
—
2,481
Corporate expenses (including stock-based compensation expense of $735) —
9,960
—
—
—
9,960
Gain on sale of assets or stations —
—
(94,014 ) —
—
(94,014 )
Total operating expenses —
10,360
162,078
681
—
173,119
Operating (loss) income —
(10,360 ) 124,058
(681 ) —
113,017
Non-operating (expense) income:
Interest (expense) income, net (2,178 ) (32,704 ) 139
(47 ) —
(34,790 )
Other income, net —
—
882
—
—
882
Total non-operating (expense) income, net (2,178 ) (32,704 ) 1,021
(47 ) —
(33,908 )
(Loss) income before income taxes (2,178 ) (43,064 ) 125,079
(728 ) —
79,109
Income tax benefit (expense) 937
19,816
(53,834 ) 293
—
(32,788 )
Earnings (loss) from consolidated subsidiaries 47,562
70,810
(435 ) —
(117,937 ) —
Net income (loss) $ 46,321
$ 47,562
$ 70,810
$ (435 ) $ (117,937 ) $ 46,321

~~CUMULUS MEDIA INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~Nine Months Ended September 30, 2016~~

~~(Dollars in thousands)~~

~~(Unaudited)~~

Cumulus
Media Inc.
(Parent
Guarantor)

Cumulus
Media
Holdings
Inc.
(Subsidiary
Issuer)

Subsidiary
Guarantors

Subsidiary
Non-guarantors
Eliminations
Total
Consolidated
Net revenue $ —
$ 165
$ 841,694
$ —
$ —
$ 841,859
Operating expenses:
Content costs —
—
312,526
—
—
312,526
Selling, general and administrative expenses —
—
350,719
1,755
—
352,474
Depreciation and amortization —
1,219
66,804
—
—
68,023
Local marketing agreement fees —
—
10,351
—
—
10,351
Corporate expenses (including stock-based compensation expense of $2,403) —
34,028
—
—
—
34,028
Gain on sale of assets or stations —
—
(97,155 ) —
—
(97,155 )
Impairment on intangible assets and goodwill —
—
1,816
—
—
1,816
Total operating expenses —
35,247
645,061
1,755
—
682,063
Operating (loss) income —
(35,082 ) 196,633
(1,755 ) —
159,796
Non-operating (expense) income:
Interest (expense) income, net (6,533 ) (97,221 ) 364
(142 ) —
(103,532 )
Other income, net —
—
1,598
—
—
1,598
Total non-operating (expense) income, net (6,533 ) (97,221 ) 1,962
(142 ) —
(101,934 )
(Loss) income before income taxes (6,533 ) (132,303 ) 198,595
(1,897 ) —
57,862
Income tax benefit (expense) 2,613
51,219
(79,438 ) 702
—
(24,904 )
Earnings (loss) from consolidated subsidiaries 36,878
117,962
(1,195 ) —
(153,645 ) —
Net income (loss) $ 32,958
$ 36,878
$ 117,962
$ (1,195 ) $ (153,645 ) $ 32,958

~~CUMULUS MEDIA INC.~~

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~

~~September 30, 2017~~

~~(Dollars in thousands, except for share and per share data)~~

~~(Unaudited)~~

Cumulus
Media Inc.
(Parent
Guarantor)

Cumulus
Media
Holdings Inc.
(Subsidiary
Issuer)

Subsidiary
Guarantors

Subsidiary
Non-guarantors
Eliminations
Total
Consolidated
Assets
Current assets:
Cash and cash equivalents $ —
$ 69,431
$ —
$ —
$ —
$ 69,431
Restricted cash —
7,680
—
—
—
7,680
Accounts receivable, less allowance for doubtful accounts of $5,922 —
—
—
231,630
—
231,630
Trade receivable —
—
4,679
—
—
4,679
Asset held for sale —
—
30,150
—
—
30,150
Prepaid expenses and other current assets —
33,222
24,918
—
—
58,140
Total current assets —
110,333
59,747
231,630
—
401,710
Property and equipment, net —
11,621
145,886
—
—
157,507
Broadcast licenses —
—
—
1,539,718
—
1,539,718
Other intangible assets, net —
—
90,369
—
—
90,369
Goodwill —
—
135,214
—
—
135,214
Investment in consolidated subsidiaries —
3,466,078
1,002,755
—
(4,468,833 ) —
Intercompany receivables —
110,068
1,982,500
—
(2,092,568 ) —
Other assets —
16,706
143,886
288
(143,024 ) 17,856
Total assets $ —
$ 3,714,806
$ 3,560,357
$ 1,771,636
$ (6,704,425 ) $ 2,342,374
Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:

Accounts payable and accrued expenses $ —
$ 30,190
$ 66,336
$ —
$ —
$ 96,526
Trade payable —
—
3,640
—
—
3,640
Total current liabilities —
30,190
69,976
—
—
100,166
Long-term debt, excluding 7.75% Senior Notes, net of debt issuance cost/discounts of $24,143 —
1,705,560
—
—
—
1,705,560
7.75% Senior Notes, net of debt issuance costs of $4,335 —
605,665
—
—
—
605,665
Other liabilities —
2,932
24,303
—
—
27,235
Intercompany payables 109,780
1,750,870
—
231,918
(2,092,568 ) —
Accumulated losses in consolidated subsidiaries 380,411
—
—
—
(380,411 ) —
Deferred income taxes

536,963
(143,024 ) 393,939
Total liabilities 490,191
4,095,217
94,279
768,881
(2,616,003 ) 2,832,565
Stockholders’ (deficit) equity:

Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 32,031,952 shares issued and 29,225,765 shares outstanding 320
—
—
—
—
320
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding 1
—
—
—
—
1
Treasury stock, at cost, 2,806,187 shares (229,310 ) —
—
—
—
(229,310 )
Additional paid-in-capital 1,626,237
284,143
4,318,874
1,980,676
(6,583,693 ) 1,626,237
Accumulated (deficit) equity (1,887,439 ) (664,554 ) (852,796 ) (977,921 ) 2,495,271
(1,887,439 )
Total stockholders’ (deficit) equity (490,191 ) (380,411 ) 3,466,078
1,002,755
(4,088,422 ) (490,191 )
Total liabilities and stockholders’ equity (deficit) $ —
$ 3,714,806
$ 3,560,357
$ 1,771,636
$ (6,704,425 ) $ 2,342,374

~~CUMULUS MEDIA INC.~~

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~

~~December 31, 2016~~

~~(Dollars in thousands, except for share and per share data)~~

~~(Unaudited)~~

Cumulus
Media Inc.
(Parent
Guarantor)

Cumulus
Media
Holdings Inc.
(Subsidiary
Issuer)

Subsidiary
Guarantors

Subsidiary
Non-guarantors
Eliminations
Total
Consolidated
Assets
Current assets:
Cash and cash equivalents $ —
$ 131,259
$ —
$ —
$ —
$ 131,259
Restricted cash —
8,025
—
—
—
8,025
Accounts receivable, less allowance for doubtful accounts of $4,691 —
—
—
231,585
—
231,585
Trade receivable —
—
4,985
—
—
4,985
Asset held for sale —
—
30,150
—

—
30,150
Prepaid expenses and other current assets —
17,321
16,602
—
—
33,923
Total current assets —
156,605
51,737
231,585
—
439,927
Property and equipment, net —
4,431
157,632
—
—
162,063
Broadcast licenses —
—
—
1,540,183
—
1,540,183
Other intangible assets, net —
—
116,499
—
—
116,499
Goodwill —
—
135,214
—
—
135,214
Investment in consolidated subsidiaries —
3,348,992
1,012,947
—
(4,361,939 ) —
Intercompany receivables —
103,593
1,848,263
—
(1,951,856 ) —
Other assets —
21,631
135,996
364
(139,186 ) 18,805
Total assets $ —
$ 3,635,252
$ 3,458,288
$ 1,772,132
$ (6,452,981 ) $ 2,412,691
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses $ —
$ 19,994
$ 76,247
$ —
$ —
$ 96,241
Trade payable —
—
4,550
—
—
4,550
Total current liabilities —
19,994
80,797
—
—
100,791
Long-term debt, excluding 7.75% Senior Notes, net of debt issuance costs/discounts of $29,909 —
1,780,357
—
—
—
1,780,357
7.75% Senior Notes, net of debt issuance costs of $6,200 —
603,800
—
—
—
603,800
Other liabilities —
2,932
28,499
—
—
31,431
Intercompany payables 103,229
1,616,678
—
231,949
(1,951,856 ) —
Accumulated losses in consolidated subsidiaries 388,509
—
—
—
(388,509 ) —
Deferred income taxes —
—
—
527,236
(139,186 ) 388,050
Total liabilities 491,738
4,023,761
109,296
759,185
(2,479,551 ) 2,904,429
Stockholders’ (deficit) equity:
Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 32,031,952 shares issued and 29,225,765 shares outstanding 320
—
—
—
—
320
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding 1
—
—
—
—
1
Treasury stock, at cost, 2,806,187 shares (229,310 ) —
—
—
—
(229,310 )
Additional paid-in-capital 1,624,815
275,107
4,191,057
1,991,009
(6,457,173 ) 1,624,815
Accumulated (deficit) equity (1,887,564 ) (663,616 ) (842,065 ) (978,062 ) 2,483,743
(1,887,564 )
Total stockholders’ (deficit) equity (491,738 ) (388,509 ) 3,348,992
1,012,947
(3,973,430 ) (491,738 )
Total liabilities and stockholders’ equity (deficit) $ —
$ 3,635,252
$ 3,458,288
$ 1,772,132
$ (6,452,981 ) $ 2,412,691

~~CUMULUS MEDIA INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~Nine Months Ended September 30, 2017~~

~~(Dollars in thousands)~~

~~(Unaudited)~~

Cumulus
Media Inc.
(Parent
Guarantor)

Cumulus Media
Holdings Inc.
(Subsidiary
Issuer)

Subsidiary
Guarantors

Subsidiary
Non-guarantors
Eliminations
Total
Consolidated
Cash flows from operating activities:
Net (loss) income $ (449 ) $ (938 ) $ (10,731 ) $ 141
$ 11,528
$ (449 )
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization —
902
46,708
—
—
47,610
Amortization of debt issuance costs/discounts —
7,490
—
171
—
7,661
Provision for doubtful accounts —
—
4,770
—
—
4,770
Gain on sale of assets or stations —
—
(2,585 ) —
—
(2,585 )
Deferred income taxes (7,040 ) (141,059 ) 156,598
(2,036 ) —
6,463
Stock-based compensation expense —
1,422
—
—
—
1,422
Loss on early extinguishment of debt —
1,063
—
—
—
1,063
(Earnings) loss from consolidated subsidiaries 938
10,731
(141 ) —
(11,528 ) —
Changes in assets and liabilities 2,171
198,131
(233,856 ) 1,724
—
(31,830 )
Net cash (used in) provided by operating activities (4,380 ) 77,742
(39,237 ) —
—
34,125
Cash flows from investing activities
Proceeds from sale of assets or stations —
—
6,090
—
—
6,090
Restricted cash —
345
—
—
—
345
Capital expenditures —
(8,092 ) (12,553 ) —
—
(20,645 )
Net cash used in investing activities —
(7,747 ) (6,463 ) —
—
(14,210 )
Cash flows from financing activities:
Intercompany transactions, net 4,380
(50,080 ) 45,700
—
—
—
Repayments of borrowings under term loans and revolving credit facilities —
(81,652 ) —
—
—
(81,652 )
Deferred financing costs —
(91 ) —
—
—
(91 )
Net cash provided by (used in) financing activities 4,380
(131,823 ) 45,700
—
—
(81,743 )
Decrease in cash and cash equivalents —
(61,828 ) —
—
—
(61,828 )
Cash and cash equivalents at beginning of period —
131,259
—
—
—
131,259
Cash and cash equivalents at end of period $ —
$ 69,431
$ —
$ —
$ —
$ 69,431

~~CUMULUS MEDIA INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~Nine Months Ended September 30, 2016~~

~~(Dollars in thousands)~~

~~(Unaudited)~~

Cumulus Media
Inc.
(Parent
Guarantor)

Cumulus Media
Holdings Inc.
(Subsidiary
Issuer)

Subsidiary
Guarantors

Subsidiary
Non-guarantors
Eliminations
Total
Consolidated
Cash flows from operating activities:
Net income (loss) $ 32,958
$ 36,878
$ 117,962
$ (1,195 ) $ (153,645 ) $ 32,958
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization —
1,219
66,804
—
—
68,023
Amortization of debt issuance costs/discount —
7,183
—
142
—
7,325
Provision for doubtful accounts —
—
1,188
—
—
1,188
Gain on sale of assets or stations —
—
(97,155 ) —
—
(97,155 )
Impairment of intangible assets and goodwill —
—
1,816
—
—
1,816
Deferred income taxes (2,613 ) (51,219 ) 79,620
(702 ) —
25,086
Stock-based compensation expense —
2,403
—
—
—
2,403
(Loss) earnings from consolidated subsidiaries (36,878 ) (117,962 ) 1,195
—
153,645
—
Changes in assets and liabilities —
295,419
(306,539 ) 1,755
—
(9,365 )
Net cash (used in) provided by operating activities (6,533 ) 173,921
(135,109 ) —
—
32,279
Cash flows from investing activities:
Proceeds from sale of assets or stations —
—
106,935
—
—
106,935
Restricted cash —
3,431
—
—
—
3,431
Capital expenditures —
(868 ) (15,836 ) —
—
(16,704 )
Net cash provided by investing activities —
2,563
91,099
—
—
93,662
Cash flows from financing activities:
Intercompany transactions, net 6,530
(50,540 ) 44,010
—
—
—
Proceeds from exercise of warrants 3
—
—
—
—
3
Net cash provided by (used in) financing activities 6,533
(50,540 ) 44,010
—
—
3
Increase in cash and cash equivalents —
125,944
—
—
—
125,944
Cash and cash equivalents at beginning of period —
31,657
—
—
—
31,657
Cash and cash equivalents at end of period $ —
$ 157,601
$ —
$ —
$ —
$ 157,601

~~12. Segment Data~~

The Company operates in two reportable segments for which there is discrete financial information available and whose operating results are reviewed by the chief operating decision maker. Radio Station Group revenue is derived primarily from the sale of broadcasting time to local, regional, and national advertisers. Westwood One revenue is generated primarily through network advertising. Corporate includes overall executive, administrative and support functions for both of the Company's reportable segments, including programming, finance, legal, human resources and information technology functions.

~~The Company presents segment adjusted EBITDA ("Adjusted EBITDA") as this is the financial metric by which management and the chief operating decision maker allocate resources of~~August 1, 2021, the Company and ~~analyze~~ the ~~performance of~~NCAA settled both lawsuits, thereby concluding the ~~Company’s reportable segments. Management also uses this measure to determine~~litigation between the contribution of the Company's core operations to the funding of its corporate resources utilized to manage operations and non-operating expenses including debt service and acquisitions. In addition, segment Adjusted EBITDA, excluding the impact of local marketing agreement fees, is a key metric for purposes of calculating and determining compliance with certain covenants contained in the Company's Credit Agreement.parties.

The Company excludes from Adjusted EBITDA items not related to core operations and those that are non-cash including: depreciation, amortization, stock-based compensation expense, gain or loss on the exchange or sale of any assets or stations, early extinguishment of debt, local marketing agreement fees, expenses relating to acquisitions and restructuring costs and non-cash impairments of assets.

Adjusted EBITDA should not be considered in isolation or as a substitute for net income (loss), operating income, cash flows from operating activities or any other measure for determining the Company’s operating performance or liquidity that is calculated in accordance with GAAP. In addition, Adjusted EBITDA may be defined or calculated differently by other companies, and comparability may be limited.

~~The Company’s financial data by segment is presented in the tables below:~~

Three Months Ended September 30, 2017
Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $ 202,852
$ 83,778
$ 610
$ 287,240

Three Months Ended September 30, 2016
Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $ 206,199
$ 79,413
$ 524
$ 286,136

Nine Months Ended September 30, 2017
Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $ 585,050
$ 254,867
$ 1,884
$ 841,801

Nine Months Ended September 30, 2016
Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $ 592,640
$ 247,507
$ 1,712
$ 841,859

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Adjusted EBITDA by segment
     Radio Station Group $ 54,660
$ 56,237
$ 153,571
$ 159,278
     Westwood One 17,082
(2,689 ) 42,993
17,998
Segment Adjusted EBITDA 71,742
53,548
196,564
177,276
Adjustments
     Corporate and other expense (9,977 ) (9,664 ) (28,665 ) (28,278 )
     Income tax expense (5,257 ) (32,788 ) (6,465 ) (24,904 )
     Non-operating expense, including net interest expense (35,336 ) (33,908 ) (103,700 ) (101,934 )
     Local marketing agreement fees (2,717 ) (2,481 ) (8,137 ) (10,351 )
     Depreciation and amortization (15,208 ) (21,957 ) (47,610 ) (68,023 )
     Stock-based compensation expense (354 ) (735 ) (1,422 ) (2,403 )
     Gain on sale of assets or stations 83
94,014
2,585
97,155
     Impairment of intangible assets —
—
—
(1,816 )
     Loss on early extinguishment of debt (1,063 ) —
(1,063 ) —
     Acquisition-related and restructuring costs (499 ) 450
(2,116 ) (3,237 )
     Franchise and state taxes (140 ) (158 ) (420 ) (527 )
Consolidated net income $ 1,274
$ 46,321
$ (449 ) $ 32,958

~~13. Subsequent Event~~

As previously disclosed, the Company, with the assistance of outside advisors, is in private discussions with its lenders and noteholders to proactively restructure its balance sheet and reduce its debt. In connection with the Company’s ongoing discussions with creditors, on October 30, 2017, the Restructuring Committee of the Board of Directors authorized the Company to forgo the scheduled interest payment on the 7.75% Senior Notes due on November 1, 2017, thereby entering into the applicable 30-day grace period under the terms of the Indenture. This nonpayment constitutes a “default” under the terms of the Indenture, which matures into an “Event of Default” if such “default” is not cured or waived before the expiration of the 30-day grace period on December 1, 2017. Upon the occurrence of an Event of Default, the trustee under the Indenture, or the holders of a specified percentage of 7.75% Senior Notes, may declare all outstanding amounts immediately due and payable. Such an Event of Default would also constitute an event of default under the Credit Agreement, which would give the lenders thereunder the right to declare all amounts outstanding under the Credit Agreement to be immediately due and payable.

In the event we are not able to satisfactorily restructure or refinance our debt obligations, or the lenders under our Senior Credit Agreement, or the trustee or the holders of our 7.75% Senior Notes, accelerate the amounts due thereunder, we may seek protection from creditors under Chapter 11 of the U.S. Bankruptcy Code. Any such action could result in a significant or complete loss of value to the holders of our common stock.

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

~~In the following Management's Discussion and Analysis, we provide information regarding the following areas:~~



l	~~General Overview;~~
l	~~Results of Operations; and~~
l	~~Liquidity and Capital Resources.~~

~~General~~ Overview

The following discussion of our financial condition and results of operations should be read in conjunction with the other information contained in this Form 10-Q, including our unaudited ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements and notes thereto included elsewhere in this ~~quarterly report and~~Form 10-Q, as well as our audited ~~consolidated financial statements~~Consolidated Financial Statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2020 ("2020 Form 10-K"), filed with the Securities and Exchange Commission ("SEC"). This discussion, as well as various other sections of this ~~quarterly report, contains~~Form 10-Q, contain and ~~refers~~refer to statements that constitute ~~“forward-looking statements”~~"forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such statements are any statements other than those of historical fact and relate to our intent, belief or current expectations primarily with respect to our future operating, financial and strategic performance. Any such forward-looking statements are not guarantees of future performance and may involve risks and uncertainties. ~~Historical operating results~~These risks and uncertainties include, but are not ~~necessarily indicative of future operating results.~~limited to, those described in Part I, "Item 1A. Risk Factors," and elsewhere in our 2020 Form 10-K and elsewhere in this report, and those described from time to time in other reports filed with the SEC from time to time. Actual ~~future~~ results may differ from those contained in or implied by the forward-looking statements as a result of various factors, including ~~but not limited to, risks~~the evolving and ~~uncertainties relating to~~uncertain nature of the ~~need for additional funds to service our debt~~COVID-19 pandemic and ~~to execute our business strategy, our need to restructure or refinance our debt~~its impact on the Company, the media industry, and the ~~terms on which any such restructuring or refinancing may be completed, including through any court-approved restructuring,~~economy in general. For more information, see "Cautionary Statement Regarding Forward-Looking Statements" in our ability to access borrowings under our revolving credit facility, further reductions in revenue from market pressures or otherwise, our ability from time to time to renew one or more of our broadcast licenses, changes in interest rates, changes in2020 Form 10-K.

Recent Events and Company Outlook

On March 11, 2020, the fair value of our investments, the timing of, and our ability to complete any acquisitions or dispositions pending from time to time, costs and synergies resulting from the integration of any completed acquisitions, our ability to effectively manage costs, our ability to drive and manage growth, the popularity of radioWorld Health Organization designated COVID-19 as a ~~broadcasting and advertising medium, changing consumer tastes,~~global pandemic. In March of 2020, the impact of ~~general economic conditions~~COVID-19 and related actions to attempt to control its spread began to impact our consolidated operating results. Beginning in the ~~United States~~second half of March 2020, revenue trends began to weaken when compared to 2019 and continued throughout 2020 and the first quarter of 2021. Net revenue for second quarter 2021 exceeded the comparable period in 2020. However, overall results for the second quarter of 2021 remain lower than pre-COVID-19 results. While we expect third quarter 2021 revenue to continue to increase over the same 2020 period, consolidated revenue continues to be negatively impacted when compared to pre-COVID-19 results.

Our business could also continue to be impacted by the disruption from COVID-19 and resulting adverse changes in advertising customers and consumer behavior. Our sales team continues to focus on how to meet changing needs of our customers in this environment.

As a result of the COVID-19 pandemic, we experienced a disruption in events we produce, including the cancellation or postponement of certain sporting events in ~~specific markets~~2020, which had an adverse impact on our financial and operating results. While these events have mostly returned in ~~which we currently do business, industry conditions, including existing competition~~2021, our financial and ~~future competitive technologies~~operating results may continue to be impacted as a result of the

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COVID-19 pandemic and ~~cancellation, disruptions~~the impact of governmental regulations and other restrictions that have been or ~~postponements of advertising schedules~~may be imposed in response to ~~national or world events, our ability to generate revenues from new sources, including local commerce and technology-based initiatives,~~ the impact of regulatory rules or proceedings that may affect our business from time to time, our ability to successfully appeal the notice of delisting our Class A common stock from the NASDAQ stock market ("NASDAQ"), the future write off of any material portion of the fair valueon-going pandemic.

Since March 2020, most of our ~~FCC broadcast licenses and goodwill, and other risk factors described~~employees have been working from ~~time to time in~~home, with only certain essential employees working on site at our filings with the Securities and Exchange Commission, including our Form 10-K for the year ended December 31, 2016 (the “2016 Form 10-K”) and any subsequent filings. Many of these risks and uncertainties are beyond our control, and the unexpected occurrence or failure to occur of any such events or matters could significantly alter our actual results of operations or financial condition.

~~For additional information about certain of the matters discussed and described~~radio stations. Beginning in the ~~following Management’s Discussion~~third quarter of 2021, a majority of our employees will be returning to our stations or offices. For all employees returning to work, we have instituted COVID-19 protocols, increased the level of cleaning and Analysis of Financial Condition and Results of Operations, including certain defined terms used herein, see the notes to the accompanying unaudited condensed consolidated financial statements included elsewhere in this quarterly report.

~~Our Business and Operating Overview~~

~~A leader~~sanitizing in the ~~radio broadcasting industry, Cumulus Media combines high-quality local programming with iconic, nationally syndicated media, sports~~offices and entertainment brands to deliver premium content choices to the 245 million people reached each week through its 446 owned-and-operated stations broadcasting in 90 US media markets (including eight of the top 10), approximately 8,000 broadcast radio stations ~~affiliated with its Westwood One network~~ and ~~numerous digital channels. Together,~~undertaken other actions to make these offices and stations safer for our employees. We are generally following the ~~Cumulus/Westwood One platforms make Cumulus Media one of~~requirements and protocols published by the ~~few media companies that can provide advertisers with national reach~~U.S. Centers for Disease Control andstate and local ~~impact. Cumulus/Westwood One is the exclusive radio broadcast partner to some of the largest brands in sports, entertainment, news~~governments and talk, including the NFL, the NCAA, the Masters, the Olympics, the GRAMMYs, the Academy of Country Music Awards, the American Music Awards, the Billboard Music Awards, Westwood One News, and more. Additionally, it is the nation's leading provider of country music and lifestyle content through its NASH brand, which serves country fans nationwide through radio programming, exclusive digital content, and live events. For more information, visit ~~www.cumulus.com~~.

~~Liquidity Considerations~~

Historically, our principal needs for funds have been for acquisitions, expenses associated with our station, network advertising and corporate operations, capital expenditures, and interest and debt service payments. We believe that our funding needs in the future will be for substantially similar matters.

Our principal sources of funds have primarily been cash flow from operations and borrowings under credit facilities in existence from time to time. Our cash flow from operations is subject to factors such as fluctuations in preferred advertising media and changes in demand caused by shifts in population, station listenership, demographics, and audience tastes. In addition, our cash flows may be affected if customers are not able to pay, or delay payment of, accounts receivable that are owed to us, which risks may be exacerbated in challenging or otherwise uncertain economic periods. In recent periods, the Company has experienced reductions in revenue and profitability from prior historical periods because of continuing market revenue pressures and cost escalations built into certain contracts. As disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2016, as part of the Company’s annual impairment analysis, the Company reduced its forecasted revenue and profitability. This reduction was based on a number of factors including overall industry trends and the Company’s actual performance in 2016. Management has taken steps to mitigate these risks and reductions through renewed business generation activities and cost containment initiatives, although we can provide no assurances as to the longer-term success of these efforts. In addition, we believe that our national platform and extensive station portfolio representing a broad diversity in format, listener base, geography, and advertiser base helps us maintain a more stable revenue stream by reducing our dependence on any single demographic, region or industry. Future reductions in revenue or profitability are possible and could have a material adverse effect on the Company's results of operations, financial condition or liquidity. From time to time we have evaluated, and expect that we will continue to ~~evaluate, opportunities~~monitor the latest public health and government guidance related to ~~obtain additional public or private capital from~~COVID-19. As of the ~~divestiture~~date of ~~radio stations or other assets that are not a part of, or~~this filing, we do not ~~complement,~~believe these safety protocols, including the remote working environment, have adversely impacted our ~~strategic operations,~~internal controls, financial reporting systems or our operations.

As a response to the ongoing COVID-19 pandemic, we implemented plans to manage our costs. We have significantly limited the addition of third party contracted services, travel, and discretionary spending. We will continue to monitor the ongoing COVID-19 pandemic and will consider additional cost management actions as ~~well as~~deemed necessary.

In light of the ~~issuance of equity and/~~evolving health, social, economic and business environment, governmental regulations or ~~debt securities,~~mandates, and business disruptions that could occur in ~~each case subject~~response to ~~market~~the COVID-19 pandemic, the broader impact that COVID-19 could have on our business, financial condition and ~~other conditions in existence at that time. For the nine months ended September 30, 2017, the Company generated $34.1 million in cash from operations.~~operating results remains highly uncertain.

Non-GAAP Financial Measure

From time to time, we ~~have evaluated, and expect that we will continue to evaluate, opportunities to obtain additional public or private capital from the divestiture of radio stations or other assets~~utilize certain financial measures that are not ~~a part of,~~prepared or ~~do not complement, our strategic operations, as well as the issuance of equity and/or debt securities,~~calculated in ~~each case subject to market and other conditions in existence at that time.~~

We are party to various agreements intended to supplement our cash flows from operations. Our Amended and Restated Credit Agreement, dated as of December 23, 2013 (the "Credit Agreement"), consists of a term loan (the “Term Loan”) maturing in December 2020 and a $200.0 million revolving credit facility (the "Revolving Credit Facility"), with a $30.0 million sublimit for letters of credit maturing in December 2018.

On August 29, 2017, we used proceeds from the sale of certain land an buildings to repay approximately $81.7 million of Term Loan borrowings. At September 30, 2017 and December 31, 2016, the Company had $1.729 billion and $1.810 billion, respectively, outstanding under the Term Loan and no amounts outstanding under the Revolving Credit Facility.

The Company's outstanding $610.0 million of 7.75% senior notes due 2019 (the "7.75% Senior Notes") mature on May 1, 2019. Notwithstanding the stated maturity date of the Term Loan, as a result of a springing maturity provision, if on January 30, 2019, the aggregate principal amount of 7.75% Senior Notes outstanding exceeds $200.0 million, the Term Loan maturity date will be accelerated to January 30, 2019.

In the event amounts are outstanding under the Revolving Credit Facility or any letters of credit are outstanding that have not been collateralized by cash as of the end of each quarter, the Credit Agreement requires compliance with a consolidated first lien leverage ratio covenant. The required ratio at September 30, 2017 was 4.25 to 1.0, and that ratio periodically decreases until it reaches 4.0 to 1.0 on March 31, 2018. As we currently have no borrowings outstanding under the Revolving Credit Facility, we are not required to comply with that ratio. However, as of September 30, 2017, our actual leverage ratio exceeded the required ratio.

We are also party to a five-year, $50.0 million revolving accounts receivable securitization facility entered into on December 6, 2013 (the “Securitization Facility”) with Wells Fargo (as successor to General Electric Capital Corporation), as a lender, swing line lender and administrative agent (together with any other lenders party thereto from time to time, the “Lenders”). Pursuant to a Receivables Sale and Servicing Agreement, dated as of December 6, 2013 (the “Sale Agreement”), certain subsidiaries of the Company sell and/or contribute their existing and future accounts receivable to a special purpose entity and wholly-owned subsidiary of the Company (the “SPV”). The SPV may thereafter make borrowings from the Lenders, which borrowings are secured by those receivables, pursuant to an Amended and Restated Receivables Funding and Administration Agreement, dated as of March 15, 2017.

At September 30, 2017, our long-term debt consisted of $1.729 billion outstanding under the Term Loan and $610.0 million in 7.75% Senior Notes. No amounts were outstanding under the Revolving Credit Facility or the Securitization Facility.

On January 3, 2014 (the "Commencement Date”), Merlin Media, LLC (“Merlin”) and the Company entered into a local marketing agreement. Under this local marketing agreement, the Company is responsible for operating two FM radio stations in Chicago, Illinois, for monthly fees payable to Merlin of approximately $0.3 million, $0.4 million, $0.5 million and $0.6 million in the first, second, third and fourth years following the Commencement Date, respectively, in exchange for the Company retaining the operating profits from these radio stations.

The Company and Merlin also entered into an agreement pursuant to which the Company had the right to purchase these two FM radio stations until October 5, 2017 for an amount in cash equal to the greater of (i) $70.0 million minus the aggregate amount of monthly fees paid by the Company on or prior to the earlier of the closing date or the date that is four years after the Commencement Date; or (ii) $50.0 million. Conversely, Merlin has the right to require the Company to purchase these two FM radio stations at any time during a ten business day period commencing October 6, 2017 for $71.0 million, minus the aggregate amount of monthly fees paid by the Company on or prior to the earlier of the closing date and January 2, 2018.

~~On October 6, 2017, Merlin notified the Company that it was exercising the right to require the Company to acquire the stations.~~

In accordance with ~~the requirements of Accounting Standards Update (“ASU”), or ASU 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40), or ASC 205-40, the Company has the responsibility~~GAAP to evaluate at each reporting period, including interim periods, whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations. In its evaluation for this report, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due for 12 months following the date of issuance of this Quarterly Report on Form 10-Q.

As of September 30, 2017, the Company had $69.4 million of cash and cash equivalents and $50.0 million of availability under its Securitization Facility. The Company has generated positive cash flows from operating activities of $34.1 million and $32.3 million for the nine months ended September 30, 2017 and 2016, respectively. The Company expects it will continue to generate positive cash flows from operating activities in the fourth quarter of 2017 and full year 2018. Although the servicing of the Company’s debt obligations requires a substantial amount of the cash generated, the Company anticipates that its current capital resources will enable it to meet its anticipated debt service obligations, operational expenses and capital expenditures through at least the third quarter of calendar year 2018, assuming that the Company’s lenders and other creditors do not accelerate any amounts due to them, as described in more detail below.

Amounts outstanding under the Term Loan mature on December 23, 2020 and the 7.75% Senior Notes mature on May 1, 2019. Notwithstanding these maturity dates, the Credit Agreement includes a springing maturity provision that provides that if on January 30, 2019, the aggregate principal amount of 7.75% Senior Notes outstanding exceeds $200.0 million, the maturity date of the Term Loan will be accelerated to January 30, 2019. If the Company is unable to refinance or extend its term loan or the 7.75% Senior Notes, or take other steps to create additional liquidity or otherwise avoid the occurrence of the springing maturity, forecasted cash flows would not be sufficient for the Company to meet its obligations as of January 30, 2019.

On October 30, 2017, the Restructuring Committee of the Board of Directors authorized the Company to forgo the scheduled interest payment on the 7.75% Senior Notes on November 1, 2017 of approximately $23.6 million and thus enter into the applicable 30-day grace period under the terms of the indenture governing such notes (the “Indenture”). This nonpayment constitutes a “default” under the terms of the Indenture, which matures into an “Event of Default” (as defined in the Indenture) if such “default” is not cured or waived before the expiration of the 30-day grace period on December 1, 2017. Upon the occurrence of an Event of Default, the trustee under the Indenture, or the holders of a specified percentage of 7.75% Senior Notes, may declare all outstanding amounts immediately due and payable. Such an Event of Default would also constitute an event of default under the Credit Agreement, which would permit the lenders thereunder to declare all amounts outstanding under the Credit Agreement to be immediately due and payable.

As previously disclosed, the Company, with the assistance of outside advisors, is in private discussions with its lenders and the holders of its 7.75% Senior Notes to proactively restructure its balance sheet and reduce its debt. Such restructuring or refinancing transactions could include the issuance of additional equity securities in satisfaction of a portion of our indebtedness outside of the protections of Chapter 11 of the U.S. Bankruptcy Code. We cannot provide any assurances of our ability to timely complete any such transactions, or the structure or likelihood of success thereof. If the Company is unsuccessful in restructuring or refinancing its indebtedness outside the court-approved process, it could seek to effectuate a restructuring under the protection of Chapter 11 of the U.S. Bankruptcy Code.

required by the accounting guidance cited above, there is substantial doubt as to the Company’s ability to continue as a going concern for a period of 12 months following the date of issuance of this Quarterly Report on Form 10-Q.

As previously disclosed, based on the results of required annual or interim impairment testing in certain recent historical periods, we incurred non-cash impairment charges against intangible assets and goodwill, including charges of $603.1 million for the year ended December 31, 2016. Such non-cash charges reduced our reported operating results in those periods; however, as these charges did not require a cash outlay, they had no effect on our liquidity position in the near term. As described elsewhere herein, we did not incur any impairment charges during the three and nine months ended September 30, 2017. Any future impairment charges could materially adversely affectassess our financial ~~results in the periods in which they are recorded.~~

As previously disclosed, on March 21, 2017, the Company received a notification from the NASDAQ indicating that the Company was not in compliance with NASDAQ Listing Rule 5550(b)(1) (the "Equity Listing Rule") because the Company's stockholder's equity was below the minimum required amount,performance and because the Company did not meet the alternative continued listing standards of that Rule. Separately, on April 5, 2017, the Company received a notification from the NASDAQ indicating that the Company was not in compliance with NASDAQ Listing Rule 5550(a)(2) (the "Bid Price Rule") because the bid price of the Company’s Class A common stock had closed below $1.00 per share for 30 consecutive business days.

~~On September 1, 2017~~profitability. Consolidated adjusted earnings before interest, taxes, depreciation, and October 3, 2017, the Company received letters from NASDAQ (the “Notices”) to delist the Company’s shares from the Nasdaq Capital Market for noncompliance under the Equity Listing Rule and Bid Price Rule, respectively. In accordance with the Listing Rules of NASDAQ, the Company filed an appeal of the pending delisting actions.

On October 26, 2017, we appeared before The NASDAQ Hearings Panel, where we appealed the Nasdaq Listing Qualification determination to delist the Company's securities from The Nasdaq Capital Market. The Company’s Class A common stock will continue to trade on the Nasdaq Capital Market while the appeal hearing is pending. As previously stated, there can be no assurance that the Company will be successful in its appeal and that the NASDAQ hearings panel will grant the Company’s request for an extension of time to regain compliance with either the Rule or the Equity Rule. In each event, if the Company is unsuccessful in its appeal, or it is not able to regain compliance with the Rule or the Equity Rule within any extension of time granted by the NASDAQ hearings panel, the Company expects that trading in its Class A common stock would thereafter be suspended and the stock would be removed from listing on NASDAQ. If the Company’s Class A common stock is removed from listing on NASDAQ, the Company expects that such stock would be eligible to be traded on the OTC Markets, an electronic quotation service operated by OTC Markets Group Inc. for eligible securities traded over-the-counter, on or about the same day or shortly thereafter.

~~Our inability to maintain the listing of our Class A common stock on the NASDAQ stock market may adversely affect the liquidity and market price of our Class A common stock.~~

On June 5, 2017, the Company��s Board of Directors adopted a stockholder rights plan, which is scheduled to expire in June 2018. Pursuant to the rights plan, the Company declared a dividend of one right for each outstanding share of Class A common stock of the Company, payable to holders of record on June 15, 2017. The rights will initially trade with the Company’s Class A common stock and will generally become exercisable only if any person (or any persons acting in concert or as a group) acquires a voting or economic position in 4.99% or more of the Company’s outstanding Class A common stock. If the rights become exercisable, all holders of rights (other than any triggering person) will be entitled to acquire shares of Class A common stock at a 50% discount or the Company may exchange each Right held by such holders for one share of Class A common stock. Under the rights plan, any person that owned more than 4.99% of the Company’s outstanding Class A common stock may continue to own its shares of Class A common stock but may not acquire a voting or economic interest in any additional shares of Class A common stock without triggering the rights plan.

~~Seasonality and Cyclicality~~

Our advertising revenues vary by quarter throughout the year. As is typical with advertising revenue supported businesses, our first calendar quarter typically produces the lowest revenues of any quarter during the year, as advertising generally declines following the winter holidays. The second and fourth calendar quarters typically produce the highest

revenues for the year. In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political candidates, political parties and special interest groups. This political spending typically is heaviest during the fourth quarter.

~~Advertising Revenue and~~ amortization ("Adjusted ~~EBITDA~~

~~Our primary source of revenue~~EBITDA") is the sale of advertising time. Our sales of advertising time are primarily affected by the demand from local, regional and national advertisers, which also impacts the advertising rates we charge. Advertising demand and rates are based primarily on the ability to attract audiences in the demographic groups targeted by such advertisers, as measured principally by various ratings agencies on a periodic basis. We endeavor to provide compelling programming and form connections between our on-air talent and listeners in order to develop strong listener loyalty, and we believe that the diversification of our formats and programs, including non-music formats and proprietary content, helps to insulate us from the effects of changes in the musical tastes of the public with respect to any particular format.

We strive to maximize revenue by managing our on-air inventory of advertising time and adjusting prices based on supply and demand. The optimal number of advertisements available for sale depends on the programming format of a particular radio program. Each program has a general target level of on-air inventory available for advertising. This target level of advertising inventory may vary at different times of the day but tends to remain stable over time. We seek to broaden our base of advertisers in each of our markets by providing a wide array of audience demographic segments across each cluster of stations, thereby providing potential advertisers with an effective means to reach a targeted demographic group. Our advertising contracts are generally short-term. We generate most of our revenue from local and regional advertising, which is sold primarily by a station’s sales staff.

In addition to local and regional advertising revenues, we monetize our available inventory in both national spot and network sales marketplaces using our national platform. To effectively deliver network advertising for our customers, we distribute content and programming through third party affiliates in order to reach a broader national audience. Typically, in exchange for the right to broadcast radio network programming, third party affiliates remit a portion of their advertising time to us, which is then aggregated into packages focused on specific demographic groups and sold by us to our advertiser clients that want to reach those demographic groups on a national basis.

In the broadcasting industry, we sometimes utilize trade or barter agreements that exchange advertising time for goods or services such as travel or lodging, instead of for cash. Trade revenue totaled $28.9 million and $26.5 million for the nine months ended September 30, 2017 and 2016, respectively.

We continually evaluate opportunities to increase revenues through new platforms, including technology-based initiatives. As a result of those revenue increasing opportunities through new platforms, our operating results in any period may be affected by the incurrence of advertising and promotion expenses that typically do not have an effect on revenue generation until future periods, if at all. In addition, as part of this evaluation we also from time to time reorganize and discontinue certain redundant and/or unprofitable content vehicles across our platform which we expect will impact our broadcast revenues in the future. To date inflation has not had a material effect on our revenues or results of operations, although no assurances can be provided that material inflation in the future would not materially adversely affect us.

~~Consolidated Adjusted EBITDA and segment Adjusted EBITDA are the~~ financial ~~metrics~~metric by which management and the chief operating decision maker allocate resources of the Company and analyze the performance of the Company as a ~~whole and each of our reportable segments, respectively.~~whole. Management also uses this measure to determine the contribution of our core operations to the funding of our corporate resources utilized to manage our operations and our non-operating expenses including debt service and acquisitions. In addition, consolidated Adjusted EBITDA ~~excluding the impact of local marketing agreement fees,~~ is a key metric for purposes of calculating and determining our compliance with certain covenants contained in our Refinanced Credit Agreement.

~~The Company excludes from~~In determining Adjusted EBITDA, ~~items not related to core operations and those that are non-cash including:~~we exclude the following from net loss: interest, taxes, depreciation, amortization, stock-based compensation expense, gain or loss on the exchange, sale, or ~~sale~~disposal of any assets or stations, ~~early extinguishment of debt,~~ local marketing agreement fees, restructuring costs, expenses relating to acquisitions ~~restructuring costs~~and divestitures, non-routine legal expenses incurred in connection with certain litigation matters, and non-cash impairments of ~~assets.~~

assets, if any.

Management believes that Adjusted EBITDA, although not a measure that is calculated in accordance with GAAP, is commonly employed by the investment community as a measure for determining the market value of a media company and comparing the operational and financial performance among media companies. Management has also observed that Adjusted

EBITDA is routinely utilized to evaluate and negotiate the potential purchase price for media companies. Given the relevance to our overall value, management believes that investors consider the metric to be extremely useful.

Adjusted EBITDA should not be considered in isolation or as a substitute for net ~~income~~loss, operating (loss)~~, operating~~ income, cash flows from operating activities or any other measure for determining ~~the Company’s~~our operating performance or liquidity that is calculated in accordance with GAAP. In addition, Adjusted EBITDA may be defined or calculated differently by other companies, and comparability may be limited.

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Consolidated Results of Operations

Analysis of Consolidated Results of Operations

~~A quantitative reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, follows in this section.~~

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


	Three Months Ended June 30, 2021		Three Months Ended June 30, 2020		2021 vs 2020 Change
					$		%
STATEMENT OF OPERATIONS DATA:
Net revenue	$	224,718	$	146,022	$	78,696	53.9	%
Content costs	82,882		65,725		17,157		26.1	%
Selling, general and administrative expenses	93,063		79,904		13,159		16.5	%
Depreciation and amortization	13,163		13,122		41		0.3	%
Local marketing agreement fees	193		1,006		(813)		(80.8)	%
Corporate expenses	22,971		10,331		12,640		122.4	%
(Gain) loss on sale or disposal of assets or stations	(179)		3,767		(3,946)		N/A

Impairment of intangible assets	—		4,509		(4,509)		N/A
Operating income (loss)	12,625		(32,342)		44,967		N/A
Interest expense	(18,091)		(15,888)		(2,203)		13.9	%


Other income (expense), net	314		(59)		373		N/A
Loss before income taxes	(5,152)		(48,289)		43,137		N/A
Income tax (expense) benefit	(739)		11,973		(12,712)		N/A


Net loss	$	(5,891)	$	(36,316)	$	30,425	83.8	%
KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA	$	36,857	$	(6,375)	$	43,232	N/A

Table of Contents

Three Months Ended September 30, Nine Months Ended September 30, % Change
Three Months
Ended
% Change
Nine Months
Ended
2017
2016 2017 2016
STATEMENT OF OPERATIONS DATA:
Net revenue $ 287,240
$ 286,136
$ 841,801
$ 841,859
0.4 % — %
Content costs 96,321
115,348
291,390
312,526
(16.5 )% (6.8 )%
Selling, general and administrative expenses 119,293
117,387
354,189
352,474
1.6 % 0.5 %
Depreciation and amortization 15,208
21,957
47,610
68,023
(30.7 )% (30.0 )%
Local marketing agreement fees 2,717
2,481
8,137
10,351
9.5 % (21.4 )%
Corporate expenses (including stock-based compensation expense) 10,853
9,960
32,281
34,028
9.0 % (5.1 )%
Gain on sale of assets or stations (83 ) (94,014 ) (2,585 ) (97,155 ) (99.9 )% (97.3 )%
Impairment of intangible assets and goodwill —
—
—
1,816
** **
Operating income 42,931
113,017
110,779
159,796
(62.0 )% (30.7 )%
Interest expense (35,335 ) (34,929 ) (103,742 ) (103,896 ) (1.2 )% 0.1 %
Interest income 34
139
106
364
(75.5 )% (70.9 )%
Loss on early extinguishment of debt (1,063 ) —
(1,063 ) —
** **
Other (expense) income, net (36 ) 882
(64 ) 1,598
(104.1 )% (104.0 )%
Income before income taxes 6,531
79,109
6,016
57,862
(91.7 )% (89.6 )%
Income tax expense (5,257 ) (32,788 ) (6,465 ) (24,904 ) (84.0 )% 74.0 %
Net income (loss) $ 1,274
$ 46,321
$ (449 ) $ 32,958
(97.2 )% (101.4 )%
KEY FINANCIAL METRIC:

Adjusted EBITDA $ 61,765
$ 43,884
$ 167,899
$ 148,998
40.7 % 12.7 %

** Calculation is not meaningful


	Six Months Ended June 30, 2021		Six Months Ended June 30, 2020		2021 vs 2020 Change
					$		%
STATEMENT OF OPERATIONS DATA:
Net revenue	$	426,446	$	373,936	$	52,510	14.0	%
Content costs	173,030		154,291		18,739		12.1	%
Selling, general and administrative expenses	183,161		183,531		(370)		(0.2)	%
Depreciation and amortization	26,573		25,912		661		2.6	%
Local marketing agreement fees	689		2,053		(1,364)		(66.4)	%
Corporate expenses	39,409		22,139		17,270		78.0	%
(Gain) loss on sale or disposal of assets or stations	(462)		5,583		(6,045)		N/A

Impairment of intangible assets	—		4,509		(4,509)		N/A
Operating income (loss)	4,046		(24,082)		28,128		N/A
Interest expense	(35,640)		(33,047)		(2,593)		7.8	%


Other income (expense), net	174		(60)		234		N/A
Loss before income taxes	(31,420)		(57,189)		25,769		45.1	%
Income tax benefit	3,611		13,522		(9,911)		(73.3)	%


Net loss	$	(27,809)	$	(43,667)	$	15,858	36.3	%
KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA	$	45,789	$	21,350	$	24,439	114.5	%

Three Months Ended ~~September~~June 30, ~~2017~~ ~~Compared~~2021 compared to the Three Months Ended ~~September~~June 30, ~~2016~~2020

Net Revenue

~~Broadcast advertising revenue.~~ Most of our revenue is generated through the sale of terrestrial, also known as broadcast, radio advertising time to local, regional, and national clients. Local spot and regional spot advertising is sold by Cumulus employed sales executives. National spot advertising for our owned-and-operated stations is marketed and sold by both Katz Media in an outsourced arrangement as well as our own internal national sales team, which collectively markets to advertisers under the sales brand of Westwood One Media Sales. Network advertising airing across our owned, operated and affiliated stations is sold by our internal sales team located across the United States under the Westwood One Networks brand to predominantly national and regional advertisers.

~~Digital advertising revenue.~~ We generate digital advertising revenue from the sale of advertising and promotional opportunities across our streaming audio network, digital commerce platform, websites and mobile applications. We operate the fourth largest streaming audio advertising network in the United States, including owned and operated internet radio simulcast stations, and other third party digital audio companies with whom we have advertising reseller agreements. Additionally, we sell digital advertising adjacent to or embedded in podcasts through our network of owned and third party podcasts. Our digital commerce platform utilizes couponing and discounted daily deals to create promotional opportunities for local, regional and national clients under our Sweet Deals and Incentrev brands. We also sell banner and other display ads across more than 400 local radio station websites, mobile applications, and ancillary custom client microsites.

~~Political advertising revenue.~~ Political advertising revenue is generated across all of our broadcast and digital assets, but we highlight it as a separate category to distinguish its highly cyclical nature versus core revenue. Political advertising is generally strongest during even-numbered years, especially in the fourth quarter of such years, when most national and state elections are conducted. In addition to candidate advertising revenue, we also receive advertising revenue from special interest and advocacy groups.

~~License Fees & Other~~. All other non-advertising based revenue types where the Company participates are aggregated in our License Fees & Other revenue category. This includes fees we receive for content licensing, third party network compensation, proprietary software licensing, subleases and rents (predominantly for owned towers), and all other revenue.

Net revenue for the three months ended ~~September~~June 30, ~~2017 increased $1.1 million, or 0.4%, to $287.2 million,~~2021, compared to ~~$286.1 million~~net revenue for the three months ended ~~September~~June 30, ~~2016. The increase resulted~~2020, increased as national and local broadcast advertising revenue strengthened from COVID-19 economic recovery. Digital advertising revenue increased driven by growth in streaming and podcasting. Additionally, trade revenue grew primarily ~~from increases~~as a result of ~~$4.0 million and $0.7 million in license fees~~the return of sporting and other ~~and digital advertising, respectively, partially offset by decreases~~events in 2021 that were canceled or postponed in 2020 because of $1.8 million and $1.8 million in broadcast advertising and political advertising, respectively. For a discussion of net revenue by segment and a comparison between the three months ended September 30, 2017 and the three months ended September 30, 2016, see the discussion under "Segment Results of Operations."COVID-19.

Content Costs

Content costs consist of all costs related to the licensing, acquisition and development of our programming.

Content costs for the three months ended ~~September~~June 30, ~~2017 decreased by $19.0 million, or 16.5%, to $96.3 million,~~2021, compared to ~~$115.3 million~~content costs for the three months ended ~~September~~June 30, ~~2016. The decrease was~~2020, increased primarily ~~driven~~as a result of higher broadcast rights fees associated with the return of sporting and other events in 2021 and higher revenue share costs and music licensing fees attributed to increased revenue. Digital costs grew in line with digital advertising revenue and personnel costs increased, both internally and externally, as the Company implemented temporary cost-saving actions during the second quarter of 2020, which did not recur in 2021. These increases were slightly offset by lower spend on third-party station inventory and the ~~impact~~cancellation of ~~an expense~~our news service subscription resulting from the elimination of ~~$14.4 million at~~ Westwood One ~~incurred~~News during the third quarter of 2016, related to payments to CBS to resolve previously disputed syndicated programming and network inventory expenses, and lower content costs at the Station Group, partially offset by higher content costs at Westwood One associated with increased revenue.2020.

Selling, General ~~and~~& Administrative Expenses

Selling, general and administrative expenses consist of expenses related to our sales efforts and distribution of our content across our platform and overhead in our markets.

Selling, general and administrative expenses for the three months ended ~~September~~June 30, ~~2017 increased by $1.9 million, or 1.6%, to $119.3 million~~2021, compared to ~~$117.4 million~~selling, general and administrative expenses for the three months ended ~~September~~June 30, ~~2016. The increase resulted~~2020, increased primarily ~~from an increase~~as result of ~~$2.1 million~~higher personnel costs, both internally and externally, as the Company implemented temporary cost-saving actions during the second quarter of 2020, which did not recur in 2021. In addition, trade expense and talent fees grew primarily related to the return of sporting and other events in 2021 that were canceled or postponed in 2020 because of COVID-19, and national and local commissions increased as a result of higher broadcast revenue. These increases were partially offset by lower bad debt expense.

Depreciation and Amortization

Depreciation ~~and amortization~~expense for the three months ended ~~September~~June 30, ~~2017 decreased $6.7 million, or 30.7%, to $15.2 million,~~2021 as compared to ~~$22.0 million~~depreciation expense for the three months ended ~~September~~June 30, ~~2016. This decrease was primarily caused by~~2020 remained generally consistent period over period.

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Local Marketing Agreement Fees

Local marketing agreements ("LMA") are those agreements under which one party programs a radio station on behalf of another party. LMA fees for the three months ended June 30, 2021 compared to LMA fees for the three months ended June 30, 2020 decreased as the Company ceased programming for KESN-FM in October 2020.

decrease in amortization expense of our definite-lived intangible assets, which resulted from the amortization methodology we apply based on the expected pattern in which the underlying assets' economic benefits are consumed.

Corporate Expenses ~~Including Stock-based CompensationExpense~~

Corporate expenses ~~including~~also include restructuring costs and stock-based compensation ~~expense,~~expense. Corporate expenses for the three months ended ~~September~~June 30, ~~2017 increased $0.9 million, or 9.0%, to $10.9 million,~~2021 compared to ~~$10.0 million~~corporate expenses for the three months ended ~~September~~June 30, ~~2016. This increase~~2020 increased primarily as a result of a legal settlement, higher personnel costs, including incentive and stock-based compensation expense, which were driven by Company performance and temporary cost-saving actions implemented during the second quarter of 2020, that did not recur in 2021.

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

The gain on sale or disposal of assets or stations for the three months ended June 30, 2021 of $0.2 million was primarily driven by ~~an increase in restructuring related costs.~~insurance proceeds received for 2020 hurricane damage which were mostly offset by fixed asset dispositions.

~~Gain~~The loss on ~~Sale~~sale or disposal of ~~Assets~~assets or ~~Stations~~

~~During~~stations for the three months ended ~~September~~June 30, ~~2017 we recorded a gain on sale~~2020 of $3.8 million was primarily related to the DC Land sale.

Impairment of Intangible Assets

Impairment of intangible assets ~~or stations of $0.1 million. During~~for the three months ended ~~September~~June 30, ~~2016, we completed~~2020 of approximately $4.5 million resulted from the ~~sale~~interim impairment test of ~~certain land and buildings for $110.6 million in cash which resulted in a one-time net gain of $94.0 million.~~our FCC licenses.

Interest Expense

Total interest expense for the three months ended ~~September~~June 30, ~~2017~~2021, increased ~~$0.4 million, or 1.2%, to $35.3 million~~when compared to ~~$34.9 million~~the total interest expense for the three months ended ~~September~~June 30, ~~2016.~~2020. The ~~majority of the increase resulted from an increase in interest rates.~~

~~The following summary~~below table details the components of our ~~total~~ interest expense by debt instrument (dollars in thousands):


	Three Months Ended June 30, 2021		Three Months Ended June 30, 2020		$ Change
Term Loan due 2026	$	5,193	$	6,367	$	(1,174)
6.75% Senior Notes	7,637		8,438		(801)
2020 Revolving Credit Facility	86		285		(199)

Financing liabilities	3,516		121		3,395
Other, including debt issuance cost amortization and write-off	1,659		677		982
Interest expense	$	18,091	$	15,888	$	2,203

Three Months Ended September 30, 2017 vs 2016
2017 2016 $ Change % Change
7.75% Senior Notes $ 11,819
$ 11,819
$ —
— %
Bank borrowings – term loans and revolving credit facilities 20,234
19,973
261
1.3 %
Other, including debt issue cost amortization 3,282
3,137
145
4.6 %
Interest expense $ 35,335
$ 34,929
$ 406
1.2 %

Income ~~Taxes~~Tax Expense

For the three months ended ~~September~~June 30, ~~2017,~~2021, the Company recorded an income tax expense of ~~$5.3~~$0.7 million on ~~income before income taxes~~pre-tax book loss of ~~$6.5~~$5.2 million, resulting in an effective tax rate ~~for~~of approximately (14.3)%. For the three months ended ~~September~~June 30, ~~2017~~2020, the Company recorded an income tax benefit of $12.0 million on pre-tax book loss of $48.3 million, resulting in an effective tax rate of approximately ~~80.5%~~24.8%.

The difference between the effective tax rate and the federal statutory rate of ~~35.0%~~21.0% for the three months ended ~~September~~June 30, ~~2017~~2021 is primarily ~~relates to~~driven by improved annual forecasted results, the effects of certain statutory non-deductible expenses including disallowed executive compensation and parking, and state and local income ~~taxes, and the tax effect of certain statutory non-deductible items, the tax effect of changes in uncertain tax positions, and state tax law changes enacted during the period.~~taxes.

For the three months ended September 30, 2016, the Company recorded income tax expense of $32.8 million on income before income taxes of $79.1 million, resulting in an effective tax rate for the three months ended September 30, 2016 of approximately 41.4%. The difference between the effective tax rate and the federal statutory rate of ~~35%~~21.0% for the three months ended ~~September~~June 30, ~~2016~~2020 primarily relates to state and local income taxes and the ~~tax~~ effect of certain statutory non-deductible ~~items, the tax effect~~expenses.

Table of changes in uncertain tax positions, the tax effect of stock option terminations and forfeitures, as well as adjustments for differences between the amounts estimated in the tax provision and the actual amounts in the tax return.Contents

The accompanying unaudited interim condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company continues to believe that the remaining deferred tax assets are more likely than not to be realized. If, however, the Company is not able to generate sufficient future income during the attribute carryforward period or expectations around future events or earnings change, these deferred tax assets may require a valuation allowance.

Adjusted EBITDA

As a result of the factors described above, Adjusted EBITDA for the three months ended ~~September~~June 30, ~~2017 increased 40.7% or $17.9 million~~2021, compared to ~~$61.8 million from $43.9 million~~the Adjusted EBITDA for the three months ended ~~September~~June 30, ~~2016.~~ 2020, increased.

Six Months Ended June 30, 2021 compared to the Six Months Ended June 30, 2020

Net Revenue

Net revenue for the six months ended June 30, 2021, compared to net revenue for the six months ended June 30, 2020, increased as national and local broadcast advertising revenue strengthened from COVID-19 economic recovery. In addition, digital advertising revenue increased which was driven by growth in streaming and podcasting and higher trade revenue resulted from the return of sporting and other events in 2021 that were canceled or postponed in 2020 because of COVID-19. These increases were slightly offset by lower political revenue from election cycle seasonality.

Content Costs

Content costs consist of all costs related to the licensing, acquisition and development of our programming. Content costs for the six months ended June 30, 2021, compared to content costs for the six months ended June 30, 2020, increased primarily as a result of higher broadcast rights fees associated with the return of sporting events in 2021, higher revenue share costs driven by increased revenue and an increase in digital advertising costs attributed to digital growth. These increases were partially offset by lower spend on third-party station inventory, lower personnel costs, both internally and externally, related to cost-saving actions and station dispositions and the cancellation of our news service subscription resulting from the elimination of Westwood One News during the third quarter of 2020.

Selling, General & Administrative Expenses

Selling, general and administrative expenses consist of expenses related to our sales efforts and distribution of our content across our platform and overhead in our markets. Selling, general and administrative expenses for the six months ended June 30, 2021, compared to selling, general and administrative expenses for the six months ended June 30, 2020, decreased slightly as result of lower bad debt expense, declines in local commissions resulting from temporary changes to our commissions structure in the second quarter of 2020 which did not recur in 2021, a decrease in bank fees and a reduction in personnel costs related to cost mitigation efforts and station dispositions. These declines were mostly offset by higher incentive accruals, based on revenue growth and improved Company performance, and higher trade revenue primarily related to the return of sporting and other events in 2021 that were canceled or postponed in 2020 because of COVID-19.

Depreciation and Amortization

Depreciation expense for the six months ended June 30, 2021, as compared to depreciation expense for the six months ended June 30, 2020, increased as a result of additional fixed assets placed into service. Amortization expense remained generally consistent period over period.

Local Marketing Agreement Fees

Local marketing agreements ("LMA") are those agreements under which one party programs a radio station on behalf of another party. LMA fees for the six months ended June 30, 2021, compared to LMA fees for the six months ended June 30, 2020, decreased as the Company ceased programming for KESN-FM in October 2020.

Corporate Expenses

Corporate expenses consist primarily of compensation and related costs for our executive, accounting, finance, human resources, information technology and legal personnel, and fees for professional services. Professional services are principally comprised of audit, consulting and outside legal services. Corporate expenses also include restructuring costs and stock-based compensation expense. Corporate expenses for the six months ended June 30, 2021, compared to corporate expenses for the six months ended June 30, 2020, increased primarily as a result of higher personnel costs, including incentive and stock-based compensation expense, driven by Company performance and temporary cost-saving actions implemented during the second quarter of 2020, that did not recur in 2021, and a legal settlement. These increases were partially offset by lower restructuring expense.

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

The gain on sale or disposal of assets or stations for the six months ended June 30, 2021 of $0.5 million was primarily driven by insurance proceeds received for 2020 hurricane damage which were partially offset by fixed asset dispositions.

The loss on sale or disposal of assets or stations for the six months ended June 30, 2020 of $5.6 million was primarily related to the DC Land and WABC sales and fixed asset dispositions.

Impairment of Intangible Assets

Impairment of intangible assets for the six months ended June 30, 2020 of approximately $4.5 million resulted from the interim impairment test of our FCC licenses.

Interest Expense

Total interest expense for the six months ended June 30, 2021, increased when compared to the total interest expense for the six months ended June 30, 2020. The below table details the components of our interest expense by debt instrument (dollars in thousands):


	Six Months Ended June 30, 2021		Six Months Ended June 30, 2020		$ Change
Term Loan due 2026	$	10,705	$	13,548	$	(2,843)
6.75% Senior Notes	15,279		16,875		(1,596)
2020 Revolving Credit Facility	274		332		(58)

Financing liabilities	7,094		247		6,847
Other, including debt issuance cost amortization and write-off	2,288		2,045		243
Interest expense	$	35,640	$	33,047	$	2,593

Income Tax Expense

For the six months ended June 30, 2021, the Company recorded an income tax benefit of $3.6 million on pre-tax book loss of $31.4 million, resulting in an effective tax rate of approximately 11.5%. For the six months ended June 30, 2020, the Company recorded an income tax benefit of $13.5 million on pre-tax book loss of $57.2 million, resulting in an effective tax rate of approximately 23.6%.

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

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

Adjusted EBITDA

As a ~~discussion~~result of the factors described above, Adjusted EBITDA ~~by segment and a comparison between~~for the ~~three~~six months ended ~~September~~June 30, ~~2017 and~~2021, compared to the ~~three~~Adjusted EBITDA for the six months ended ~~September~~June 30, ~~2016, see the discussion under "Segment Results~~2020, increased.

Table of ~~Operations."~~Contents

Reconciliation of Non-GAAP Financial Measure

The following ~~table reconciles~~tables reconcile Adjusted EBITDA to net ~~income~~loss (the most directly comparable financial measure calculated and presented in accordance with GAAP) as presented in the accompanying unaudited ~~consolidated statements~~Condensed Consolidated Statements of ~~operations~~Operations (dollars in thousands):


	Three Months Ended June 30, 2021		Three Months Ended June 30, 2020
GAAP net loss	$	(5,891)	$	(36,316)
Income tax expense (benefit)	739		(11,973)
Non-operating expenses, including net interest expense	17,777		15,947
Local marketing agreement fees	193		1,006
Depreciation and amortization	13,163		13,122
Stock-based compensation expense	1,358		985
(Gain) loss on sale or disposal of assets or stations	(179)		3,767

Impairment of intangible assets	—		4,509
Restructuring costs	2,895		2,343
Non-routine legal expenses	6,599		—
Franchise taxes	203		235
Adjusted EBITDA	$	36,857	$	(6,375)

Three Months Ended September 30,
% Change
Three Months
Ended
2017 2016
GAAP net income $ 1,274
$ 46,321
(97.2 )%
Income tax expense 5,257
32,788
(84.0 )%
Non-operating expenses, net - including interest expense 35,336
33,908
4.2 %
Local marketing agreement fees 2,717
2,481
9.5 %
Depreciation and amortization 15,208
21,957
(30.7 )%
Stock-based compensation expense 354
735
(51.8 )%
Gain on sale of assets or stations (83 ) (94,014 ) **
Loss on early extinguishment of debt 1,063
—
**
Acquisition-related and restructuring costs (credits) 499
(450 ) **
Franchise and state taxes 140
158
(11.4 )%
Adjusted EBITDA $ 61,765
$ 43,884
40.7 %

** Calculation is not meaningful


	Six Months Ended June 30, 2021		Six Months Ended June 30, 2020
GAAP net loss	$	(27,809)	$	(43,667)
Income tax benefit	(3,611)		(13,522)
Non-operating expenses, including net interest expense	35,466		33,107
Local marketing agreement fees	689		2,053
Depreciation and amortization	26,573		25,912
Stock-based compensation expense	2,415		1,704
(Gain) loss on sale or disposal of assets or stations	(462)		5,583

Impairment of intangible assets	—		4,509
Restructuring costs	4,473		5,263
Non-routine legal expenses	7,627		—
Franchise taxes	428		408
Adjusted EBITDA	$	45,789	$	21,350

~~Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016~~

Net revenue for the nine months ended September 30, 2017 remained relatively flat at $841.8 million, compared to $841.9 million for the nine months ended September 30, 2016. Political advertising and broadcast advertising revenue decreased by $4.7 million and $1.1 million, respectively, partially offset by increases of $2.9 million and $2.8 million in digital and license fee and other revenue, respectively. For a discussion of net revenue by segment and a comparison between the nine months ended September 30, 2017 and the nine months ended September 30, 2016, see "Segment Results of Operations."

~~Content Costs~~

Content costs for the nine months ended September 30, 2017 decreased by $21.1 million, or 6.8%, to $291.4 million, compared to $312.5 million for the nine months ended September 30, 2016. The decrease was driven primarily by the impact of the $14.4 million expense at Westwood One incurred during the third quarter of 2016 related to payments to CBS to resolve previously disputed syndicated programming and network inventory expenses, $3.2 million of expense in the second quarter of 2016 that related to a one-time correction to music licensing fees and certain content cost savings at Westwood One and the Station Group, partially offset by higher content costs at Westwood One associated with increased revenue.

~~Selling, General and Administrative Expenses~~

Selling, general and administrative expenses for the nine months ended September 30, 2017 remained relatively flat, increasing by $1.7 million, to $354.2 million compared to $352.5 million for the nine months ended September 30, 2016.

~~Depreciation and Amortization~~

Depreciation and amortization for the nine months ended September 30, 2017 decreased $20.4 million, or 30.0%, to $47.6 million, compared to $68.0 million for the nine months ended September 30, 2016. This decrease was primarily caused

by a decrease in amortization expense of our definite-lived intangible assets, which resulted from the amortization methodology we apply to these assets that is based on the expected pattern in which the underlying assets' economic benefits are consumed.

~~Corporate Expenses, Including Stock-based CompensationExpense~~

Corporate expenses, including stock-based compensation expense, for the nine months ended September 30, 2017 decreased $1.7 million, or 5.1%, to $32.3 million, compared to $34.0 million for the nine months ended September 30, 2016. This decrease was caused by decreases in professional services, restructuring related costs, and stock-based compensation expense.

~~Impairment of Intangible Assets and Goodwill~~

During the nine months ended September 30, 2016, we recorded an impairment charge to our definite-lived intangible assets of $1.8 million related to the re-positioning of the print publication of NASH Country Weekly to a digital only publication. There were no similar impairments for the nine months ended September 30, 2017.

~~Gain on Sale of Assets or Stations~~

During the nine months ended September 30, 2017, we recorded a gain of $2.6 million primarily related to the sale of land in our Salt Lake City, Utah market. During the three months ended September 30, 2016, we completed the sale of certain land and buildings for $110.6 million which resulted in a one-time net gain of $94.0 million.

~~Interest Expense~~

Total interest expense for the nine months ended September 30, 2017 decreased $0.2 million, or 0.1% to $103.7 million compared to $103.9 million for the nine months ended September 30, 2016. The majority of the decrease resulted from a reduction in total debt principal balances between the comparative periods.

~~The following summary details the components of our total interest expense (dollars in thousands):~~

Nine Months Ended September 30, 2017 vs 2016
2017 2016 $ Change % Change
7.75% Senior Notes $ 35,456
$ 35,456
$ —
— %
Bank borrowings – term loans and revolving credit facilities 58,994
59,485
(491 ) (0.8 )%
Other, including debt issue cost amortization 9,292
8,955
337
3.8 %
Interest expense $ 103,742
$ 103,896
$ (154 ) (0.1 )%

~~Income Taxes~~

For the nine months ended September 30, 2017, the Company recorded income tax expense of $6.5 million on income before income taxes of $6.0 million, resulting in an effective tax rate for the nine months ended September 30, 2017 of approximately 107.5%. The difference between the effective tax rate and the federal statutory rate of 35.0% for the nine months ended September 30, 2017, relates to state and local income taxes, the tax effect of certain statutory non-deductible items, the tax effect of stock option terminations and forfeitures, the tax effect of changes in uncertain tax positions, and enacted changes to state and local tax laws.

For the nine months ended September 30, 2016, the Company recorded income tax expense of $24.9 million on income before income taxes of $57.9 million, resulting in an effective tax rate for the nine months ended September 30, 2016 of approximately 43.0%.The difference between the effective tax rate and the federal statutory rate of 35.0% for the nine months ended September 30, 2016, primarily relates to state and local income taxes, an increase in the valuation allowance with respect to state net operating losses, the tax effect of certain statutory non-deductible items, the tax effect of changes in uncertain tax positions, enacted changes to state and local tax laws, as well as adjustments for differences between the amounts estimated in the tax provision and the actual amounts in the tax return.

The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company continues to believe that the remaining deferred tax assets are more likely than not to be realized. If

however, the Company is not able to generate sufficient future income during the attribute carryforward period or expectations around future events or earnings change, these deferred tax assets may require a valuation allowance.

~~Adjusted EBITDA~~

As a result of the factors described above, Adjusted EBITDA for the nine months ended September 30, 2017 increased 12.7% or $18.9 million to $167.9 million from $149.0 million for the nine months ended September 30, 2016. For a discussion of Adjusted EBITDA by segment and a comparison between the nine months ended September 30, 2017 and the three months ended September 30, 2016, see the discussion under "Segment Results of Operations."

~~Reconciliation of Non-GAAP Financial Measure~~

The following table reconciles Adjusted EBITDA to net (loss) income, the most directly comparable financial measure calculated and presented in accordance with GAAP, as presented in the accompanying unaudited consolidated statements of operations (dollars in thousands):

Nine Months Ended September 30,
% Change
Nine Months
Ended
2017 2016
GAAP net (loss) income $ (449 ) $ 32,958
(101.4 )%
Income tax expense 6,465
24,904
(74.0 )%
Non-operating expenses, net - including interest expense 103,700
101,934
1.7 %
Local marketing agreement fees 8,137
10,351
(21.4 )%
Depreciation and amortization 47,610
68,023
(30.0 )%
Stock-based compensation expense 1,422
2,403
(40.8 )%
Gain on sale of assets or stations (2,585 ) (97,155 ) 97.3 %
Impairment of intangible assets and goodwill —
1,816
**
Loss on early extinguishment of debt 1,063
—
**
Acquisition-related and restructuring costs 2,116
3,237
(34.6 )%
Franchise and state taxes 420
527
(20.3 )%
Adjusted EBITDA $ 167,899
$ 148,998
12.7 %

** Calculation is not meaningful

~~Segment Results of Operations~~

The Company operates in two reportable segments for which there is discrete financial information available and whose operating results are reviewed by the chief operating decision maker. Radio Station Group revenue is derived primarily from the sale of broadcasting time to local, regional, and national advertisers. Westwood One revenue is generated primarily through network advertising. Corporate includes overall executive, administrative and support functions for both of our reportable segments, including programming, finance, legal, human resources and information technology functions.

As described above, the Company presents Adjusted EBITDA as the financial metric utilized by management to analyze the performance of each of our reportable segments. The reconciliation of segment Adjusted EBITDA to net income (loss) is presented in Note 12, "Segment Data" of the notes to the condensed consolidated financial statements.

~~The Company’s financial data by segment is presented in the tables below:~~

Three Months Ended September 30, 2017
Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $ 202,852
$ 83,778
$ 610
$ 287,240
% of total revenue 70.6 % 29.2 % 0.2 % 100.0 %
$ change from three months ended September 30, 2016 $ (3,347 ) $ 4,365
$ 86
$ 1,104
% change from three months ended September 30, 2016 (1.6 )% 5.5 % 16.4 % 0.4 %

Three Months Ended September 30, 2016
Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $ 206,199
$ 79,413
$ 524
$ 286,136
% of total revenue 72.1 % 27.8 % 0.1 % 100.0 %

Net revenue for the three months ended September 30, 2017 increased $1.1 million, or 0.4%, to $287.2 million, compared to $286.1 million for the three months ended September 30, 2016. The increase resulted from an increase of $4.4 million at Westwood One, partially offset by a decrease of $3.3 million at the Radio Station Group, while Corporate and Other was flat in comparison to the 2016 period. The increase at Westwood One was primarily caused by an increase in network advertising sales, partially offset by decreases in other revenues. The decrease at the Radio Station Group was a result of a decline of local advertising and political revenue.

Three Months Ended September 30, 2017
Radio Station Group Westwood One Corporate and Other Consolidated
Adjusted EBITDA $ 54,660
$ 17,082
$ (9,977 ) $ 61,765
$ change from three months September 30, 2016 $ (1,577 ) $ 19,771
$ (313 ) $ 17,881
% change from three months ended September 30, 2016 (2.8 )% **
(3.2 )% 40.7 %

Three Months Ended September 30, 2016
Radio Station Group Westwood One Corporate and Other Consolidated
Adjusted EBITDA $ 56,237
$ (2,689 ) $ (9,664 ) $ 43,884

Adjusted EBITDA for the three months ended September 30, 2017 increased $17.9 million, or 40.7%, to $61.8 million from $43.9 million for the three months ended September 30, 2016. Adjusted EBITDA increased $19.8 million at Westwood One partially offset by a decreases of $1.6 million and $0.3 million within the Radio Station Group and Corporate and Other, respectively. The increase in Adjusted EBITDA at Westwood One was primarily caused by a $4.4 million increase in revenue, and a decrease in expenses of $14.4 million at Westwood One related to payments to CBS during the third quarter of 2016, to resolve previously disputed syndicated programming and network inventory expenses, partially offset by increases in expenses related to the higher revenue. The decrease in Adjusted EBITDA at Radio Station Group was caused by a decrease in revenue, which was partially offset by a decrease in content and personnel expenses.

Nine Months Ended September 30, 2017
Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $ 585,050
$ 254,867
$ 1,884
$ 841,801
% of total revenue 69.5 % 30.3 % 0.2 % 100.0 %
$ change from nine months ended September 30, 2016 $ (7,590 ) $ 7,360
$ 172
$ (58 )
% change from nine months ended September 30, 2016 (1.3 )% 3.0 % 10.0 % — %

Nine Months Ended September 30, 2016
Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $ 592,640
$ 247,507
$ 1,712
$ 841,859
% of total revenue 70.4 % 29.4 % 0.2 % 100.0 %

Net revenue for the nine months ended September 30, 2017 decreased $0.1 million, to $841.8 million, compared to $841.9 million for the nine months ended September 30, 2016. The decrease was a result of a $7.6 million revenue decline at the Radio Station Group, partially offset by a $7.4 million revenue increase at Westwood One, and a $0.2 million revenue increase in Corporate and Other revenue. Declines in local advertising revenue and political advertising revenue were partially offset by an increase in digital revenue at the Radio Station Group. The increase at Westwood One was primarily caused by an increase in network advertising sales, partially offset by decreases in other revenues.

Nine Months Ended September 30, 2017
Radio Station Group Westwood One Corporate and Other Consolidated
Adjusted EBITDA $ 153,571
$ 42,993
$ (28,665 ) $ 167,899
$ change from nine months ended September 30, 2016 $ (5,707 ) $ 24,995
$ (387 ) $ 18,901
% change from nine months ended September 30, 2016 (3.6 )% **
(1.4 )% 12.7 %

Nine Months Ended September 30, 2016
Radio Station Group Westwood One Corporate and Other Consolidated
Adjusted EBITDA $ 159,278
$ 17,998
$ (28,278 ) $ 148,998

Adjusted EBITDA for the nine months ended September 30, 2017 increased $18.9 million, or 12.7%, to $167.9 million from $149.0 million for the nine months ended September 30, 2016. Adjusted EBITDA at Westwood One increased by $25.0 million, partially offset by decreases of $5.7 million at the Radio Station Group and $0.4 million at Corporate and Other. Adjusted EBITDA at Westwood One increased as a result of $7.4 million of increased revenues and a $14.4 million decrease in expenses at Westwood One related to payments to CBS during the third quarter of 2016, to resolve previously disputed syndicated programming and network inventory expenses, partially offset by increases in expenses related to the higher revenue. Adjusted EBITDA at Radio Station Group decreased as a result of a $7.6 million decline in revenue which was partially offset by lower expenses, including as a result of a $3.2 million expense in the second quarter of 2016 related to a one-time correction to music licensing fees and a decrease in content and personnel expenses.

The following tables reconcile segment net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to segment Adjusted EBITDA, for the three and nine months ended September 30, 2017 and 2016 (dollars in thousands):

Three Months Ended September 30, 2017
Radio Station Group Westwood One Corporate and Other Consolidated
GAAP net income (loss) $ 42,702
$ 11,107
$ (52,535 ) $ 1,274
Income tax expense —
—
5,257
5,257
Non-operating (income) expense, including net interest expense (1 ) 132
35,205
35,336
LMA fees 2,717
—
—
2,717
Depreciation and amortization 9,349
5,443
416
15,208
Stock-based compensation expense —
—
354
354
(Gain) loss on sale of assets or stations (107 ) —
24
(83 )
Loss on early extinguishment of debt —
—
1,063
1,063
Acquisition-related and restructuring costs —
400
99
499
Franchise and state taxes —
—
140
140
Adjusted EBITDA $ 54,660
$ 17,082
$ (9,977 ) $ 61,765

Three Months Ended September 30, 2016
Radio Station Group Westwood One Corporate and Other Consolidated
GAAP net income (loss) $ 134,119
$ (10,874 ) $ (76,924 ) $ 46,321
Income tax expense —
—
32,788
32,788
Non-operating (income) expense, including net interest expense (2 ) 59
33,851
33,908
Local marketing agreement fees 2,481
—
—
2,481
Depreciation and amortization 13,653
7,782
522
21,957
Stock-based compensation expense —
—
735
735
Gain on sale of assets or stations (94,014 ) —
—
(94,014 )
Acquisition-related and restructuring costs —
344
(794 ) (450 )
Franchise and state taxes —
—
158
158
Adjusted EBITDA $ 56,237
$ (2,689 ) $ (9,664 ) $ 43,884

Nine Months Ended September 30, 2017
Radio Station Group Westwood One Corporate and Other Consolidated
GAAP net income (loss) $ 118,043
$ 24,348
$ (142,840 ) $ (449 )
Income tax expense —
—
6,465
6,465
Non-operating (income) expense, including net interest expense (4 ) 407
103,297
103,700
LMA fees 8,137
—
—
8,137
Depreciation and amortization 30,004
16,346
1,260
47,610
Stock-based compensation expense —
—
1,422
1,422
(Gain) loss on sale of assets or stations (2,609 ) —
24
(2,585 )
Loss on early extinguishment of debt —
—
1,063
1,063
Acquisition-related and restructuring costs —
1,892
224
2,116
Franchise and state taxes —
—
420
420
Adjusted EBITDA $ 153,571
$ 42,993
$ (28,665 ) $ 167,899

Nine Months Ended September 30, 2016
Radio Station Group Westwood One Corporate and Other Consolidated
GAAP net income (loss) $ 205,263
$ (12,872 ) $ (159,433 ) $ 32,958
Income tax expense —
—
24,904
24,904
Non-operating expense, including net interest expense 14
226
101,694
101,934
Local marketing agreement fees 10,351
—
—
10,351
Depreciation and amortization 40,780
25,657
1,586
68,023
Stock-based compensation expense —
—
2,403
2,403
Gain on sale of assets or stations (97,130 ) —
(25 ) (97,155 )
Impairment of intangible assets —
1,816
—
1,816
Acquisition-related and restructuring costs —
3,171
66
3,237
Franchise and state taxes —

527
527
Adjusted EBITDA $ 159,278
$ 17,998
$ (28,278 ) $ 148,998

Liquidity and Capital Resources

As of June 30, 2021, we had $125.0 million of cash and cash equivalents. The Company generated cash from operating activities of $20.7 million and $52.0 million for the six months ended June 30, 2021, and June 30, 2020, respectively.

Historically, our principal sources of funds have been cash flow from operations and borrowings under credit facilities in existence from time to time. Our cash flow from operations remains subject to factors such as fluctuations in advertising media preferences and changes in demand caused by shifts in population, station listenership, demographics and audience tastes, some of which may be exacerbated by the COVID-19 pandemic. In addition, our cash flows may be affected if customers are not able to pay, or delay payment of, accounts receivable that are owed to us, which risks may also be exacerbated in challenging or otherwise uncertain economic periods. In certain periods, the Company has experienced reductions in revenue and profitability from prior historical periods because of market revenue pressures and cost escalations built into certain contracts. Notwithstanding this, we believe that our national platform and extensive station portfolio representing a broad diversity in format, listener base, geography, and advertiser base help us maintain a more stable revenue stream by reducing our dependence on any single demographic, region or industry. However, future reductions in revenue or profitability are possible and could have a material adverse effect on the Company’s business, results of operations, financial condition or liquidity.

Although there is uncertainty related to the anticipated impact of the COVID-19 pandemic on the Company's future results, we believe our business model, our current cash reserves and the recent steps we have taken to strengthen our balance

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sheet, such as the sale of substantially all of the Company's broadcast communications tower sites and certain other related assets, sale of land in Bethesda, MD, sale of certain land, a single-story building and certain related equipment in Nashville, TN, and the PPP Loans, will help us manage our business and anticipated liquidity needs.

We continually monitor our capital structure, and from time to time, we have evaluated, and expect that we will continue to evaluate, opportunities to obtain additional capital from the divestiture of radio stations or other assets, when we determine that it would further our strategic and financial objectives, as well as from the issuance of equity and/or debt securities, in each case, subject to market and other conditions in existence at that time. There can be no assurance that any such financing would be available on commercially acceptable terms, or at all. Future volatility in the capital and credit markets, caused by COVID-19 or otherwise, may increase costs associated with issuing debt instruments or affect our ability to access those markets. In addition, it is possible that our ability to access the capital and credit markets could be limited at a time when we would like, or need, to do so, which could have an adverse impact on our ability to refinance maturing debt on terms or at times acceptable to us, or at all, and/or react to changing economic and business conditions.

Refinanced Credit Agreement

On September 26, 2019, we entered into a Refinanced Credit Agreement to refinance the principal balance outstanding on the Term Loan due 2022. See Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 4 — Long-Term Debt," for further discussion of the Refinanced Credit Agreement.

2020 Revolving Credit Agreement

On March 6, 2020, we entered into a $100.0 million Revolving Credit Facility pursuant to the 2020 Revolving Credit Agreement, and replaced our 2018 Revolving Credit Agreement. See Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 4 — Long-Term Debt," for further discussion of our 2020 Revolving Credit Agreement.

6.75% Senior Notes

On June 26, 2019, we entered into an Indenture under which the 6.75% Senior Notes were issued. See Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 4 — Long-Term Debt," for further discussion of the Indenture and the 6.75% Senior Notes.

PPP Loans

Certain subsidiaries of the Company have received unsecured loans under the PPP in an aggregate principal amount of $20.0 million. See Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 4 — Long-Term Debt," for further discussion of the PPP Loans.

Cash Flows Provided by Operating Activities


	Six Months Ended June 30, 2021		Six Months Ended June 30, 2020
(Dollars in thousands)
Net cash provided by operating activities	$	20,691	$	51,989

Nine Months Ended September 30,
(Dollars in thousands) 2017 2016
Net cash provided by operating activities $ 34,125
$ 32,279

~~For the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, net~~Net cash provided by operating activities ~~increased $1.8 million. The increase was~~for the six months ended June 30, 2021 compared to the six months ended June 30, 2020 decreased primarily ~~driven~~as a result of the impact of COVID-19 on sales and overall net decreases in non-cash items. These reductions were partially offset by ~~increases related to~~ the timing of ~~our cash collections and~~ payments of ~~prepaid expenses, such as restructuring related costs, partially offset by a decrease in net income.~~

accounts payable and accrued expenses.

Cash Flows (Used in) Provided by Investing Activities


	Six Months Ended June 30, 2021		Six Months Ended June 30, 2020
(Dollars in thousands)
Net cash (used in) provided by investing activities	$	(11,130)	$	72,758

Nine Months Ended September 30,
(Dollars in thousands) 2017 2016
Net cash (used in) provided by investing activities $ (14,210 ) $ 93,662
Net cash used in investing activities for the six months ended June 30, 2021 primarily relates to capital expenditures.

~~Cash flows (used in)~~For the six months ended June 30, 2020, net cash provided by investing activities ~~decreased for~~includes the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. For the nine months ended September 30, 2017 capital expenditures totaled $20.6 million primarily related to expenditures on equipment for transmission, facilities, studios, vehicles and other routine expenditures and were offset partially by approximately $6.1 million of proceeds received from the sale of ~~land in our Salt Lake City, Utah market. Capital expenditures for~~ the ~~nine months ended September 30, 2016 totaled $16.7 million primarily related to investments in a new office~~DC Land and ~~studio facility in our Chicago market and ongoing maintenance and other routine~~the WABC Sale partially offset by capital expenditures. ~~Investing activities for the nine months ended September 30, 2016 also included $106.9 million in proceeds from our sale~~

Table of ~~certain land and buildings in our Los Angeles market and $3.4 million in a reduction of restricted cash.~~Contents

Cash Flows (Used in) Provided by Financing Activities


	Nine Months Ended September 30,						Six Months Ended June 30, 2021		Six Months Ended June 30, 2020
(Dollars in thousands)	2017			2016		(Dollars in thousands)
Net cash (used in) provided by financing activities	$	(81,743	)	$	3	Net cash (used in) provided by financing activities	$	(156,344)	$	55,160

For the ~~nine~~six months ended ~~September~~June 30, ~~2017 compared~~2021, net cash used in financing activities primarily relates to the ~~nine~~total $115.0 million mandatory prepayments required by the terms of the Company's debt agreements from the proceeds of the sale of land in Bethesda, MD, and sale of substantially all of the Company's broadcast communications tower sites and certain other related assets after giving effect to a right of reinvestment and a $60.0 million voluntary pay down of the total amount previously outstanding under the 2020 Revolving Credit Agreement which were partially offset by the proceeds received from the PPP loans. See Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 4 —Long Term Debt," for further discussion of the mandatory prepayments related to the remaining net proceeds from the asset sales described above and voluntary pay down of the amount previously outstanding under the 2020 Revolving Credit Agreement.

For the six months ended ~~September~~June 30, ~~2016,~~2020, net cash ~~(used in)~~ provided by financing activities ~~decreased $81.7~~primarily reflects $60.0 million ~~primarily because~~ of ~~a $81.7 million in repayments~~proceeds received from borrowings under the 2020 Revolving Credit Agreement slightly offset by principal payments on ~~borrowings on our~~the Term ~~Loan.~~Loan due 2026.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of June 30, 2021.

Critical Accounting Policies and Estimates

For ~~additional detail regarding the Company’s material liquidity considerations,~~a description of our critical accounting policies and estimates, see ~~“Liquidity Considerations”.~~

~~Item 3.Quantitative and Qualitative Disclosures About Market Risk~~

~~There have been no material changes to our market risks from those disclosed in Part II, Item 7A of~~ our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016 (the “2016 Annual Report”).~~2020. Our critical accounting policies and estimates have not changed materially during the three months ended June 30, 2021.

Item 4.Controls and Procedures

We maintain a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, the ~~“Exchange Act”~~"Exchange Act") designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in ~~Securities and Exchange Commission~~SEC rules and forms. Such disclosure controls and procedures are designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including, our President and Chief Executive Officer ~~(“CEO”~~("CEO") and Executive Vice President and Chief Financial Officer ~~(“CFO”~~("CFO"), the principal executive and principal financial officers, respectively, as appropriate, to allow timely decisions regarding required disclosure. At the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the CEO and CFO have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of ~~September~~June 30, ~~2017.~~2021.

There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)) during the ~~quarter~~three months ended ~~September~~June 30, ~~2017~~2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.Legal Proceedings

On March 1, 2011, the Company and certain of our subsidiaries were named as defendants along with other radio companies, including Beasley Broadcast Group, Inc., CBS Radio, Inc., Entercom Communications, Greater Media, Inc. and Townsquare Media, LLC in a patent infringement suit. The case, Mission Abstract Data L.L.C., d/b/a Digimedia ("Plaintiff") v. Beasley Broadcast Group, Inc., et. al., Civil Action Case No: 1:11-mc-00176-LPS, U.S. District Court for the District of Delaware, alleges that the defendants have infringed on two of plaintiff’s patents entitled “Selection and Retrieval of Music from a Digital Database.” The Complaint seeks unspecified damages. The Court stayed the case on November 14, 2011 pending reexamination of the patents-in-suit before the U.S. Patent Office. On June 6, 2012, Plaintiff filed a motion to lift the stay. On March 25, 2013, the Court entered an order denying Plaintiff’s motion to lift the stay. However, the Court ordered that “the stay shall be lifted upon the issuance of the Notice of Intent to Issue Reexamination Certifications (‘NIRC’)” for the two patents-in-suit. By operation of the Court’s Order, the stay was lifted on July 8, 2013, when the final NIRC was issued for the two patents-in-suit. On July 25, 2013, counsel for Defendants invited Plaintiff to confer to discuss the viability of Plaintiff maintaining the suit in light of the result of the reexamination proceedings or to discuss a case schedule. Plaintiff did not respond substantively to Defendants’ invitation. Plaintiff has filed no further papers with the Court to move the proceeding forward. Should Plaintiff attempt to pursue the case in the future, and assuming the Court now allows the Plaintiff to pursue the case, the Company intends to defend itself vigorously. The Company is not yet able to determine what effect the lawsuit will have, if any, on its financial position, results of operations or cash flows.

In August 2015, ~~we were~~the Company was named as a defendant in two separate putative class action lawsuits relating to ~~our~~its use and public performance of certain sound recordings fixed prior to February 15, 1972 (the "Pre-1972 Recordings"). The first suit, ABS Entertainment, Inc., et. al. v, Cumulus Media Inc., was filed in the ~~United States~~U.S. District Court for the Central District of California and alleged, among other things, copyright infringement under California state law, common law conversion, misappropriation and unfair business practices. On December 11, 2015, this suit was dismissed without prejudice. The second suit, ABS Entertainment, Inc., v. Cumulus Media Inc., was filed in the ~~United States~~U.S. District Court for the Southern District of New York and claimed, among other things, common law copyright infringement and unfair competition. The New York lawsuit was stayed pending an appeal before the Second Circuit involving unrelated third parties over whether the owner of a Pre-1972 Recording holds an exclusive right to publicly perform that recording under New York common law. On December 20, 2016, the New York Court of Appeals held that New York common law does not recognize a right of public performance for owners of pre-1972 Recordings. As a result of that case (to which Cumulus Media Inc., was not a party) the New York case against Cumulus Media Inc., was voluntarily dismissed by the plaintiffs on April 3, 2017. On October 11, 2018, President Trump signed the Orrin G. Hatch-Bob Goodlatte Music Modernization Act (the "Music Modernization Act") into law, which, among other things, provides new federal rights going forward for owners of pre-1972 Recordings. The question of whether public performance rights ~~exist~~existed for Pre-1972 recordings under state ~~laws~~law prior to the enactment of the new Music Modernization Act is still being litigated in the Ninth ~~and Eleventh Circuits~~Circuit as a

result of ~~cases~~a case filed in ~~California and Florida. Cumulus~~California. The Company is not a party to ~~those cases,~~that case, and ~~the Company~~ is not yet able to determine what effect ~~those proceedings~~that proceeding will have, if any, on its financial position, results of operations or cash flows.

On February 24, 2020, two individual plaintiffs filed a putative class action lawsuit against the Company in the U.S. District Court for the Northern District of Georgia alleging claims regarding the Cumulus Media Inc. 401(k) Plan (the "Plan"). The case alleges that the Company breached its fiduciary duties under the Employee Retirement Income Security Act of 1974 (ERISA) in the oversight of the Plan, principally by selecting and retaining certain investment options despite their higher fees and costs than other available investment options, causing participants in the Plan to pay excessive recordkeeping fees, and by failing to monitor other fiduciaries. The plaintiffs seek unspecified damages on behalf of a class of Plan participants from February 24, 2014 through the date of any judgment. On May 28, 2020, the Company filed a motion to dismiss the complaint. On December 17, 2020 the Court entered an order dismissing one of the individual plaintiffs and all claims against the Company except those that arose on or after February 24, 2019 (i.e., one year prior to the filing of the Complaint). On March 24, 2021, the Company filed a motion seeking dismissal of all remaining claims. The Company intends to continue to defend the case vigorously. The Company is currently unable to reasonably estimate what effect the ultimate outcome might have, if any, on its financial position, results of operations or cash flows.

On September 28, 2020, Westwood One and the National Collegiate Athletic Association and NIT, LLC (collectively "the NCAA"), filed competing lawsuits in the Indiana Commercial Court in Indianapolis, Indiana (the "Court"), with regard to the terms of that certain Radio Agreement between the parties dated January 13, 2011 (the "Radio Agreement"), that granted Westwood One exclusive rights to produce and distribute audio broadcasts for all NCAA and NIT championship events during the term of that agreement. Both lawsuits relate to annual rights fees applicable to championship events under the Rights Agreement that were cancelled in 2020 due to the COVID-19 pandemic and the subsequent termination of the Rights Agreement by the NCAA. The complaint filed by the NCAA alleges a breach of the Radio Agreement by Westwood One for non-payment of certain fees related to the events that were canceled and requests, among other things, a declaratory ruling that the termination of the Radio Agreement by the NCAA was permissible and that the NCAA is entitled to full payment of the annual rights fees under the Radio Agreement for the 2019-2020 contract year despite the cancellation of certain events. Westwood One filed its complaint seeking, among other things, a declaratory ruling that Westwood One was not obligated to pay the disputed annual rights fees due to the cancellation of the relevant events and that the NCAA was prohibited from terminating the Radio Agreement for such non-payment, and also requested a preliminary injunction seeking to enjoin the NCAA from terminating the Radio Agreement until the Court could make a determination on the issues raised by the lawsuits. By order dated October 23, 2020, the Court denied Westwood One's motion for preliminary injunction, but did not reach a conclusion on the merits of Westwood One's request for a declaratory ruling. On October 23, 2020, Westwood One filed an appeal of the Court's denial of its motion for preliminary injunction. On May 26, 2021, the Indiana Court of Appeals denied Westwood One's appeal of the trial court's denial of a preliminary injunction. Notwithstanding the foregoing, Westwood One and the NCAA entered into an agreement granting Westwood One exclusive rights to produce and distribute audio broadcasts of the 2020-21 college basketball season, including the April 2021 NCAA championship event. In addition, on August 1, 2021, the Company and the NCAA settled both lawsuits, thereby concluding the litigation between the parties.

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The Company currently is, and expects that from time to time in the future it will be, party to, or a defendant in, various other claims or lawsuits that are generally incidental to its business. The Company expects that it will vigorously contest any such claims or lawsuits and believes that the ultimate resolution of any such known claim or lawsuit will not have a material adverse effect on the ~~Company's consolidated~~Company’s financial position, results of operations or cash flows.

Item 1A.Risk Factors

Please refer to Part I, Item 1A, ~~“Risk~~"Risk Factors,”" in our ~~2016 Annual Report and Part II, Item 1A, "Risk Factors" in our Quarterly Report on~~2020 Form ~~10-Q for the quarter ended March 31, 2017,~~10-K for information regarding known material risks that could affect our results of operations, financial condition and liquidity. Except as described below, these known risks have not changed materially. In addition to these risks, other risks that we presently do not consider material, or other unknown risks, could materially ~~adversely impact~~affect our business, financial condition or future results. Additional factors not presently known to the Company, or that the Company does not currently believe to be material, may also cause actual results to differ materially from expectations.

Item 5.Other Information

On August 3, 2021, the Board of Directors of the Company approved an amendment and ~~results~~restatement of ~~operations in future periods.~~the bylaws of the Company (the "Amended Bylaws"), effective as of such date.

~~We are engaged in discussions with our lenders~~The Amended Bylaws, among other matters, (1) revise procedures and disclosure requirements for the nomination of directors and the ~~holders~~submission of ~~our 7.75% Senior Notes regarding restructuring~~

proposals for consideration at meetings of stockholders, (2) provide that the chair of a stockholder meeting may adjourn any such meeting whether or ~~refinancing our debt obligations. In connection with the restructuring or refinancing of those obligations, we may seek to effectuate~~not there is a ~~restructuring under the protection of Chapter 11 of the U.S. Bankruptcy Code. Any such action could result in a significant or complete loss of value to the holders of our common stock.~~

As previously disclosed, the Company, with the assistance of outside advisors, is in private discussions with its lenders and the holders of our 7.75% Senior Notes to proactively restructure its balance sheet and reduce its debt. In connection with the Company’s ongoing discussions with creditors, on October 30, 2017, the Restructuring Committeequorum present, (3) establish that special meetings of the Board of Directors ~~authorized~~may be called by the ~~Company to forgo the scheduled interest payment on the 7.75% Senior Notes which was due on November 1, 2017, thereby entering into the applicable 30-day grace period under the terms~~Chair of the indenture governing such notes. This nonpayment constitutes a “default” under the terms of the indenture governing the 7.75% Senior Notes, which matures into an “Event of Default” if such “default” is not cured or waived before the expiration of the 30-day grace period on December 1, 2017. Upon the occurrence of an Event of Default, the trustee under the indenture governing the 7.75% Senior Notes, or the holders of a specified percentage of 7.75% Senior Notes, may declare all outstanding amounts immediately due and payable. Such an Event of Default would also constitute an event of default under the Credit Agreement, which would give the lenders thereunder the right to declare all amounts outstanding under the Credit Agreement to be immediately due and payable.

In the event we are not able to satisfactorily restructure or refinance our debt obligations out of court, or the lenders under our Senior Credit Agreement, or the trustee or the holders of our 7.75% Senior Notes, accelerate the amounts due thereunder, we may seek protection from creditors under Chapter 11 of the U.S. Bankruptcy Code. Any such action could result in a significant or complete loss of value to the holders of our common stock.

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

~~On May 21, 2008, our~~ Board of Directors ~~authorized~~or by a majority of the ~~purchase, from time~~Board of Directors then in office (rather than by the Chair of the Board of Directors or any two directors), (4) adopt gender neutral pronoun designations, and (5) reflect certain administrative, modernizing, clarifying, and conforming changes.

The foregoing description of the Amended Bylaws does not purport to ~~time, of up to $75.0 million of our Class A common stock, subject~~be complete and is qualified in its entirety by reference to the ~~terms~~full text of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.1 and limitations obtained in any applicable agreements and compliance with other applicable legal requirements. During the three months ended September 30, 2017, we did not repurchase any shares of our Class A common stock.incorporated herein by reference.

Item 6.Exhibits



~~31.1~~ 3.1						Second Amended and Restated Bylaws of Cumulus Media Inc.

31.1						Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1						Certification ~~of the Principal Executive Officer and Principal Financial Officer pursuant~~Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002

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

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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

Table of Contents

SIGNATURE

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



	CUMULUS MEDIA INC.

~~Date: November 9, 2017~~August 4, 2021	By:	/s/ ~~John Abbot~~Francisco J. Lopez-Balboa
		~~John Abbot~~Francisco J. Lopez-Balboa
		Executive Vice President, ~~Treasurer and~~ Chief Financial Officer

~~EXHIBIT INDEX~~



~~31.1~~		~~Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~31.2~~		~~Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~32.1~~		~~Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~101.INS~~		~~XBRL Instance Document.~~

~~101.SCH~~		~~XBRL Taxonomy Extension Schema Document.~~

~~101.CAL~~		~~XBRL Taxonomy Extension Calculation Linkbase Document.~~

~~101.DEF~~		~~XBRL Taxonomy Extension Definition Linkbase Document.~~

~~101.LAB~~		~~XBRL Taxonomy Extension Labels Linkbase Document.~~

~~101.PRE~~		~~XBRL Taxonomy Extension Presentation Linkbase Document.~~



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Net revenue	$	287,240		$	286,136		$	841,801		$	841,859
Operating expenses:
Content costs	96,321			115,348			291,390			312,526
Selling, general and administrative expenses	119,293			117,387			354,189			352,474
Depreciation and amortization	15,208			21,957			47,610			68,023
Local marketing agreement fees	2,717			2,481			8,137			10,351
Corporate expenses (including stock-based compensation expense of $354, $735, $1,422 and $2,403, respectively)	10,853			9,960			32,281			34,028
Gain on sale of assets or stations	(83		)	(94,014		)	(2,585		)	(97,155		)
Impairment of intangible assets	—			—			—			1,816
Total operating expenses	244,309			173,119			731,022			682,063
Operating income	42,931			113,017			110,779			159,796
Non-operating expense:
Interest expense	(35,335		)	(34,929		)	(103,742		)	(103,896		)
Interest income	34			139			106			364
Loss on early extinguishment of debt	(1,063		)	—			(1,063		)	—
Other (expense) income, net	(36		)	882			(64		)	1,598
Total non-operating expense, net	(36,400		)	(33,908		)	(104,763		)	(101,934		)
Income before income taxes	6,531			79,109			6,016			57,862
Income tax expense	(5,257		)	(32,788		)	(6,465		)	(24,904		)
Net income (loss)	$	1,274		$	46,321		$	(449	)	$	32,958
Basic and diluted earnings (loss) per common share (see Note 8, “Earnings (Loss) Per Share”):
Basic: Earnings (loss) per share	$	0.04		$	1.58		$	(0.02	)	$	1.12
Diluted: Earnings (loss) per share	$	0.04		$	1.58		$	(0.02	)	$	1.12
Weighted average basic common shares outstanding	29,306,374			29,275,111			29,306,374			29,268,885
Weighted average diluted common shares outstanding	29,306,374			29,275,111			29,306,374			29,268,885



Balance as of January 1, 2017:
Goodwill	$	1,278,526
Accumulated impairment losses	(1,278,526		)
Total	$	—
Balance as of September 30, 2017:
Goodwill	1,278,526
Accumulated impairment losses	(1,278,526		)
Total	$	—



Balance as of January 1, 2017:
Goodwill	$	304,280
Accumulated impairment losses	(169,066		)
Total	$	135,214
Balance as of September 30, 2017:
Goodwill	304,280
Accumulated impairment losses	(169,066		)
Total	$	135,214



Balance as of January 1, 2017:
Goodwill	$	1,582,806
Accumulated impairment losses	(1,447,592		)
Total	$	135,214
Balance as of September 30, 2017:
Goodwill	1,582,806
Accumulated impairment losses	(1,447,592		)
Total	$	135,214



	September 30, 2017			December 31, 2016
Term loan:
Term loan	$	1,728,614		$	1,810,266
Less: unamortized term loan discount and debt issuance costs	(23,054		)	(29,909		)
Total term loan	1,705,560			1,780,357
7.75% senior notes:	610,000			610,000
Less: unamortized debt issuance costs	(4,335		)	(6,200		)
Total 7.75% senior notes	605,665			603,800
Less: Current portion of long-term debt	—			—
Long-term debt, net	$	2,311,225		$	2,384,157



	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations		Total Consolidated
Net revenue	$	—		$	—		$	287,240		$	—		$	—	$	287,240
Operating expenses:
Content costs	—			—			96,321			—			—		96,321
Selling, general and administrative expenses	—			—			118,758			535			—		119,293
Depreciation and amortization	—			298			14,910			—			—		15,208
Local marketing agreement fees	—			—			2,717			—			—		2,717
Corporate expenses (including stock-based compensation expense of $354)	—			10,853			—			—			—		10,853
Gain on sale of assets or stations	—			—			(83		)	—			—		(83		)
Total operating expenses	—			11,151			232,623			535			—		244,309
Operating (loss) income	—			(11,151		)	54,617			(535		)	—		42,931
Non-operating (expense) income:
Interest (expense) income, net	(2,184		)	(33,089		)	34			(62		)	—		(35,301		)
Loss on early extinguishment of debt	—			(1,063		)	—			—			—		(1,063		)
Other expense, net	—			—			(36		)	—			—		(36		)
Total non-operating expense, net	(2,184		)	(34,152		)	(2		)	(62		)	—		(36,400		)
(Loss) income before income taxes	(2,184		)	(45,303		)	54,615			(597		)	—		6,531
Income tax (expense) benefit	8,782			176,495			(193,046		)	2,512			—		(5,257		)
Earnings (loss) from consolidated subsidiaries	(5,324		)	(136,516		)	1,915			—			139,925		—
Net income (loss)	$	1,274		$	(5,324	)	$	(136,516	)	$	1,915		$	139,925	$	1,274



	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Net revenue	$	—		$	—		$	286,136		$	—		$	—		$	286,136
Operating expenses:
Content costs	—			—			115,348			—			—			115,348
Selling, general and administrative expenses	—			—			116,706			681			—			117,387
Depreciation and amortization	—			400			21,557			—			—			21,957
Local marketing agreement fees	—			—			2,481			—			—			2,481
Corporate expenses (including stock-based compensation expense of $735)	—			9,960			—			—			—			9,960
Gain on sale of assets or stations	—			—			(94,014		)	—			—			(94,014		)
Total operating expenses	—			10,360			162,078			681			—			173,119
Operating (loss) income	—			(10,360		)	124,058			(681		)	—			113,017
Non-operating (expense) income:
Interest (expense) income, net	(2,178		)	(32,704		)	139			(47		)	—			(34,790		)
Other income, net	—			—			882			—			—			882
Total non-operating (expense) income, net	(2,178		)	(32,704		)	1,021			(47		)	—			(33,908		)
(Loss) income before income taxes	(2,178		)	(43,064		)	125,079			(728		)	—			79,109
Income tax benefit (expense)	937			19,816			(53,834		)	293			—			(32,788		)
Earnings (loss) from consolidated subsidiaries	47,562			70,810			(435		)	—			(117,937		)	—
Net income (loss)	$	46,321		$	47,562		$	70,810		$	(435	)	$	(117,937	)	$	46,321



	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Cash flows from operating activities:
Net (loss) income	$	(449	)	$	(938	)	$	(10,731	)	$	141		$	11,528		$	(449	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	—			902			46,708			—			—			47,610
Amortization of debt issuance costs/discounts	—			7,490			—			171			—			7,661
Provision for doubtful accounts	—			—			4,770			—			—			4,770
Gain on sale of assets or stations	—			—			(2,585		)	—			—			(2,585		)
Deferred income taxes	(7,040		)	(141,059		)	156,598			(2,036		)	—			6,463
Stock-based compensation expense	—			1,422			—			—			—			1,422
Loss on early extinguishment of debt	—			1,063			—			—			—			1,063
(Earnings) loss from consolidated subsidiaries	938			10,731			(141		)	—			(11,528		)	—
Changes in assets and liabilities	2,171			198,131			(233,856		)	1,724			—			(31,830		)
Net cash (used in) provided by operating activities	(4,380		)	77,742			(39,237		)	—			—			34,125
Cash flows from investing activities
Proceeds from sale of assets or stations	—			—			6,090			—			—			6,090
Restricted cash	—			345			—			—			—			345
Capital expenditures	—			(8,092		)	(12,553		)	—			—			(20,645		)
Net cash used in investing activities	—			(7,747		)	(6,463		)	—			—			(14,210		)
Cash flows from financing activities:
Intercompany transactions, net	4,380			(50,080		)	45,700			—			—			—
Repayments of borrowings under term loans and revolving credit facilities	—			(81,652		)	—			—			—			(81,652		)
Deferred financing costs	—			(91		)	—			—			—			(91		)
Net cash provided by (used in) financing activities	4,380			(131,823		)	45,700			—			—			(81,743		)
Decrease in cash and cash equivalents	—			(61,828		)	—			—			—			(61,828		)
Cash and cash equivalents at beginning of period	—			131,259			—			—			—			131,259
Cash and cash equivalents at end of period	$	—		$	69,431		$	—		$	—		$	—		$	69,431



	Cumulus Media Inc. (Parent Guarantor)			Cumulus Media Holdings Inc. (Subsidiary Issuer)			Subsidiary Guarantors			Subsidiary Non-guarantors			Eliminations			Total Consolidated
Cash flows from operating activities:
Net income (loss)	$	32,958		$	36,878		$	117,962		$	(1,195	)	$	(153,645	)	$	32,958
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	—			1,219			66,804			—			—			68,023
Amortization of debt issuance costs/discount	—			7,183			—			142			—			7,325
Provision for doubtful accounts	—			—			1,188			—			—			1,188
Gain on sale of assets or stations	—			—			(97,155		)	—			—			(97,155		)
Impairment of intangible assets and goodwill	—			—			1,816			—			—			1,816
Deferred income taxes	(2,613		)	(51,219		)	79,620			(702		)	—			25,086
Stock-based compensation expense	—			2,403			—			—			—			2,403
(Loss) earnings from consolidated subsidiaries	(36,878		)	(117,962		)	1,195			—			153,645			—
Changes in assets and liabilities	—			295,419			(306,539		)	1,755			—			(9,365		)
Net cash (used in) provided by operating activities	(6,533		)	173,921			(135,109		)	—			—			32,279
Cash flows from investing activities:
Proceeds from sale of assets or stations	—			—			106,935			—			—			106,935
Restricted cash	—			3,431			—			—			—			3,431
Capital expenditures	—			(868		)	(15,836		)	—			—			(16,704		)
Net cash provided by investing activities	—			2,563			91,099			—			—			93,662
Cash flows from financing activities:
Intercompany transactions, net	6,530			(50,540		)	44,010			—			—			—
Proceeds from exercise of warrants	3			—			—			—			—			3
Net cash provided by (used in) financing activities	6,533			(50,540		)	44,010			—			—			3
Increase in cash and cash equivalents	—			125,944			—			—			—			125,944
Cash and cash equivalents at beginning of period	—			31,657			—			—			—			31,657
Cash and cash equivalents at end of period	$	—		$	157,601		$	—		$	—		$	—		$	157,601



	Three Months Ended September 30, 2017
	Radio Station Group		Westwood One		Corporate and Other		Consolidated
Net revenue	$	202,852	$	83,778	$	610	$	287,240



	Three Months Ended September 30, 2016
	Radio Station Group		Westwood One		Corporate and Other		Consolidated
Net revenue	$	206,199	$	79,413	$	524	$	286,136



	Nine Months Ended September 30, 2017
	Radio Station Group		Westwood One		Corporate and Other		Consolidated
Net revenue	$	585,050	$	254,867	$	1,884	$	841,801



	Nine Months Ended September 30, 2016
	Radio Station Group		Westwood One		Corporate and Other		Consolidated
Net revenue	$	592,640	$	247,507	$	1,712	$	841,859



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Adjusted EBITDA by segment
Radio Station Group	$	54,660		$	56,237		$	153,571		$	159,278
Westwood One	17,082			(2,689		)	42,993			17,998
Segment Adjusted EBITDA	71,742			53,548			196,564			177,276
Adjustments
Corporate and other expense	(9,977		)	(9,664		)	(28,665		)	(28,278		)
Income tax expense	(5,257		)	(32,788		)	(6,465		)	(24,904		)
Non-operating expense, including net interest expense	(35,336		)	(33,908		)	(103,700		)	(101,934		)
Local marketing agreement fees	(2,717		)	(2,481		)	(8,137		)	(10,351		)
Depreciation and amortization	(15,208		)	(21,957		)	(47,610		)	(68,023		)
Stock-based compensation expense	(354		)	(735		)	(1,422		)	(2,403		)
Gain on sale of assets or stations	83			94,014			2,585			97,155
Impairment of intangible assets	—			—			—			(1,816		)
Loss on early extinguishment of debt	(1,063		)	—			(1,063		)	—
Acquisition-related and restructuring costs	(499		)	450			(2,116		)	(3,237		)
Franchise and state taxes	(140		)	(158		)	(420		)	(527		)
Consolidated net income	$	1,274		$	46,321		$	(449	)	$	32,958



	Three Months Ended September 30,						Nine Months Ended September 30,						% Change Three Months Ended		% Change Nine Months Ended
	2017			2016			2017			2016
STATEMENT OF OPERATIONS DATA:
Net revenue	$	287,240		$	286,136		$	841,801		$	841,859		0.4	%	—	%
Content costs	96,321			115,348			291,390			312,526			(16.5	)%	(6.8	)%
Selling, general and administrative expenses	119,293			117,387			354,189			352,474			1.6	%	0.5	%
Depreciation and amortization	15,208			21,957			47,610			68,023			(30.7	)%	(30.0	)%
Local marketing agreement fees	2,717			2,481			8,137			10,351			9.5	%	(21.4	)%
Corporate expenses (including stock-based compensation expense)	10,853			9,960			32,281			34,028			9.0	%	(5.1	)%
Gain on sale of assets or stations	(83		)	(94,014		)	(2,585		)	(97,155		)	(99.9	)%	(97.3	)%
Impairment of intangible assets and goodwill	—			—			—			1,816			**		**
Operating income	42,931			113,017			110,779			159,796			(62.0	)%	(30.7	)%
Interest expense	(35,335		)	(34,929		)	(103,742		)	(103,896		)	(1.2	)%	0.1	%
Interest income	34			139			106			364			(75.5	)%	(70.9	)%
Loss on early extinguishment of debt	(1,063		)	—			(1,063		)	—			**		**
Other (expense) income, net	(36		)	882			(64		)	1,598			(104.1	)%	(104.0	)%
Income before income taxes	6,531			79,109			6,016			57,862			(91.7	)%	(89.6	)%
Income tax expense	(5,257		)	(32,788		)	(6,465		)	(24,904		)	(84.0	)%	74.0	%
Net income (loss)	$	1,274		$	46,321		$	(449	)	$	32,958		(97.2	)%	(101.4	)%
KEY FINANCIAL METRIC:
Adjusted EBITDA	$	61,765		$	43,884		$	167,899		$	148,998		40.7	%	12.7	%

** Calculation is not meaningful



	Three Months Ended September 30,				2017 vs 2016
	2017		2016		$ Change		% Change
7.75% Senior Notes	$	11,819	$	11,819	$	—	—	%
Bank borrowings – term loans and revolving credit facilities	20,234		19,973		261		1.3	%
Other, including debt issue cost amortization	3,282		3,137		145		4.6	%
Interest expense	$	35,335	$	34,929	$	406	1.2	%