UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended September 30, ~~2021~~2022


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

For the transition period from to

Commission file number 001-38108

Cumulus Media Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

82-5134717

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer
Identification No.)

~~3280 Peachtree~~780 Johnson Ferry Road NE

NW Suite ~~2200~~500

Atlanta,

~~30305~~30342

(Address of Principal Executive Offices)

(ZIP Code)

(404) 949-0700

(Registrant’s telephone number, including area code)

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


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

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

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

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

Large Accelerated Filer

Accelerated Filer

þ☑

Non-accelerated Filer

Smaller Reporting Company

þ☑

Emerging Growth Company

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

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

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

As of October ~~27, 2021,~~21, 2022, the registrant had ~~20,502,895~~18,623,085 outstanding shares of common stock consisting of: (i) ~~18,538,131~~17,714,275 shares of Class A common stock; (ii) ~~1,964,764~~908,810 shares of Class B common 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.~~Cumulus Media Inc.

INDEX

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

~~CUMULUS MEDIA INC.~~Cumulus Media Inc.

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~Condensed Consolidated Balance Sheets

(Unaudited)


Dollars in thousands (except for share data)	Dollars in thousands (except for share data)	September 30, 2021		December 31, 2020		Dollars in thousands (except for share data)	September 30, 2022		December 31, 2021
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	152,917	$	271,761	Cash and cash equivalents	$	118,149	$	177,028

Accounts receivable, less allowance for doubtful accounts of $6,199 and $6,745 at September 30, 2021 and December 31, 2020, respectively		200,508		201,275
Accounts receivable, less allowance for doubtful accounts of $6,296 and $5,816 at September 30, 2022 and December 31, 2021, respectively						Accounts receivable, less allowance for doubtful accounts of $6,296 and $5,816 at September 30, 2022 and December 31, 2021, respectively	198,448		196,934
Trade receivable	Trade receivable	2,718		1,986		Trade receivable	2,416		1,898

Prepaid expenses and other current assets	Prepaid expenses and other current assets	35,954		27,942		Prepaid expenses and other current assets	37,688		30,656
Total current assets	Total current assets	392,097		502,964		Total current assets	356,701		406,516
Property and equipment, net	Property and equipment, net	194,214		208,692		Property and equipment, net	185,371		191,520
Operating lease right-of-use assets	Operating lease right-of-use assets	151,331		157,568		Operating lease right-of-use assets	137,022		142,937
Broadcast licenses	Broadcast licenses	823,934		825,590		Broadcast licenses	823,137		823,905
Other intangible assets, net	Other intangible assets, net	144,072		144,387		Other intangible assets, net	121,476		138,390
Deferred income tax assets	Deferred income tax assets	8,213		7,779		Deferred income tax assets	4,071		6,356
Other assets	Other assets	8,610		12,758		Other assets	7,528		7,758
Total assets	Total assets	$	1,722,471	$	1,859,738	Total assets	$	1,635,306	$	1,717,382
Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity					Liabilities and Stockholders’ Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	106,867	$	94,128	Accounts payable and accrued expenses	$	109,412	$	109,669
Current portion of operating lease liabilities	Current portion of operating lease liabilities	28,154		28,121		Current portion of operating lease liabilities	28,376		28,395
Trade payable	Trade payable	1,883		1,537		Trade payable	3,162		1,750

Current portion of term loan due 2026		—		5,250

Total current liabilities	Total current liabilities	136,904		129,036		Total current liabilities	140,950		139,814
2020 revolving credit facility		—		60,000
Paycheck Protection Program ("PPP") loans		20,000		—
Term loan due 2026, net of debt issuance costs of $2,530 and $3,850 at September 30, 2021 and December 31, 2020, respectively		353,710		460,311
6.75% senior notes, net of debt issuance costs of $4,823 and $5,486 at September 30, 2021 and December 31, 2020, respectively		444,872		447,350

Term loan due 2026, net of debt issuance costs of $1,942 and $2,404 at September 30, 2022 and December 31, 2021, respectively						Term loan due 2026, net of debt issuance costs of $1,942 and $2,404 at September 30, 2022 and December 31, 2021, respectively	341,789		353,836
6.75% senior notes, net of debt issuance costs of $3,476 and $4,607 at September 30, 2022 and December 31, 2021, respectively						6.75% senior notes, net of debt issuance costs of $3,476 and $4,607 at September 30, 2022 and December 31, 2021, respectively	393,651		445,088
Operating lease liabilities	Operating lease liabilities	127,682		129,273		Operating lease liabilities	121,992		125,638
Financing liabilities, net	Financing liabilities, net	220,670		222,802		Financing liabilities, net	214,738		219,649
Other liabilities	Other liabilities	18,138		13,375		Other liabilities	12,310		13,860

Total liabilities	Total liabilities	1,321,976		1,462,147		Total liabilities	1,225,430		1,297,885
Commitments and contingencies (Note 9)	Commitments and contingencies (Note 9)	0		0		Commitments and contingencies (Note 9)
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Class A common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 18,721,481 and 18,135,956 shares issued; 18,494,822 and 17,961,734 shares outstanding at September 30, 2021 and December 31, 2020, respectively		—		—
Convertible Class B common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 2,008,073 and 2,416,253 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		—		—
Treasury stock, at cost, 226,659 and 174,222 shares at September 30, 2021 and December 31, 2020, respectively		(2,937)		(2,414)
Class A common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 20,240,435 and 18,789,029 shares issued; 17,714,275 and 18,558,719 shares outstanding at September 30, 2022 and December 31, 2021, respectively						Class A common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 20,240,435 and 18,789,029 shares issued; 17,714,275 and 18,558,719 shares outstanding at September 30, 2022 and December 31, 2021, respectively	—		—
Convertible Class B common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 908,810 and 1,964,764 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively						Convertible Class B common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 908,810 and 1,964,764 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively	—		—
Treasury stock, at cost, 2,526,160 and 230,310 shares at September 30, 2022 and December 31, 2021, respectively						Treasury stock, at cost, 2,526,160 and 230,310 shares at September 30, 2022 and December 31, 2021, respectively	(33,599)		(2,977)
Additional paid-in-capital	Additional paid-in-capital	340,829		337,042		Additional paid-in-capital	346,945		342,233
Retained earnings	Retained earnings	62,603		62,963		Retained earnings	96,530		80,241
Total stockholders’ equity	Total stockholders’ equity	400,495		397,591		Total stockholders’ equity	409,876		419,497
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	1,722,471	$	1,859,738	Total liabilities and stockholders’ equity	$	1,635,306	$	1,717,382

See accompanying notes to the unaudited condensed consolidated financial statements.

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~~CUMULUS MEDIA INC.~~Cumulus Media Inc.

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~Condensed Consolidated Statements of Operations

(Unaudited)


Dollars in thousands (except for share and per share data)	Dollars in thousands (except for share and per share data)	Three Months Ended				Nine Months Ended				Dollars in thousands (except for share and per share data)	Three Months Ended September 30,				Nine Months Ended September 30,
		September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020			2022		2021		2022		2021
Net revenue	Net revenue	$	237,716	$	196,385	$	664,163	$	570,321	Net revenue	$	233,463	$	237,716	$	702,236	$	664,163
Operating expenses:	Operating expenses:									Operating expenses:
Content costs	Content costs	87,279		82,014		260,309		236,304		Content costs	83,284		87,279		257,793		260,309
Selling, general and administrative expenses	Selling, general and administrative expenses	93,213		86,323		276,375		269,856		Selling, general and administrative expenses	93,200		93,213		285,327		276,375
Depreciation and amortization	Depreciation and amortization	13,223		13,151		39,796		39,063		Depreciation and amortization	14,034		13,223		41,403		39,796
Local marketing agreement fees	Local marketing agreement fees	373		984		1,062		3,037		Local marketing agreement fees	13		373		31		1,062
Corporate expenses	Corporate expenses	16,017		16,926		55,426		39,065		Corporate expenses	14,468		16,017		48,451		55,426
(Gain) loss on sale or disposal of assets or stations		(20,197)		1,930		(20,659)		7,513
Loss (gain) on sale or disposal of assets or stations										Loss (gain) on sale or disposal of assets or stations	41		(20,197)		(1,085)		(20,659)

Impairment of intangible assets		—		—		—		4,509

Total operating expenses	Total operating expenses	189,908		201,328		612,309		599,347		Total operating expenses	205,040		189,908		631,920		612,309
Operating income (loss)		47,808		(4,943)		51,854		(29,026)
Operating income										Operating income	28,423		47,808		70,316		51,854
Non-operating expense:	Non-operating expense:									Non-operating expense:
Interest expense	Interest expense	(16,187)		(15,930)		(51,827)		(48,977)		Interest expense	(15,507)		(16,187)		(47,488)		(51,827)

Gain on early extinguishment of debt										Gain on early extinguishment of debt	279		—		1,876		—
Other expense, net	Other expense, net	(505)		(12)		(330)		(70)		Other expense, net	(31)		(505)		(84)		(330)
Total non-operating expense, net	Total non-operating expense, net	(16,692)		(15,942)		(52,157)		(49,047)		Total non-operating expense, net	(15,259)		(16,692)		(45,696)		(52,157)
Income (loss) before income taxes	Income (loss) before income taxes	31,116		(20,885)		(303)		(78,073)		Income (loss) before income taxes	13,164		31,116		24,620		(303)
Income tax (expense) benefit		(3,668)		5,082		(57)		18,603
Income tax expense										Income tax expense	(4,624)		(3,668)		(8,331)		(57)
Net income (loss)	Net income (loss)	$	27,448	$	(15,803)	$	(360)	$	(59,470)	Net income (loss)	$	8,540	$	27,448	$	16,289	$	(360)
Basic and diluted income (loss) per common share (see Note 8, "Income (Loss) Per Share"):
Basic: Income (loss) per share		$	1.34	$	(0.78)	$	(0.02)	$	(2.93)
Diluted: Income (loss) per share		$	1.32	$	(0.78)	$	(0.02)	$	(2.93)
Basic and diluted income (loss) per common share (see Note 8, "Earnings (Loss) Per Share"):										Basic and diluted income (loss) per common share (see Note 8, "Earnings (Loss) Per Share"):
Basic: Earnings (Loss) per share										Basic: Earnings (Loss) per share	$	0.45	$	1.34	$	0.82	$	(0.02)
Diluted: Earnings (Loss) per share										Diluted: Earnings (Loss) per share	$	0.45	$	1.32	$	0.81	$	(0.02)

Weighted average basic common shares outstanding	Weighted average basic common shares outstanding	20,508,135		20,339,895		20,467,969		20,299,461		Weighted average basic common shares outstanding	18,881,161		20,508,135		19,937,331		20,467,969
Weighted average diluted common shares outstanding	Weighted average diluted common shares outstanding	20,717,018		20,339,895		20,467,969		20,299,461		Weighted average diluted common shares outstanding	18,903,347		20,717,018		20,233,038		20,467,969

See accompanying notes to the unaudited condensed consolidated financial statements.

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~~CUMULUS MEDIA INC.~~Cumulus Media Inc.

~~CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY~~Condensed Consolidated Statements of Stockholders' Equity

(Unaudited)


For the nine months ended September 30, 2021 and 2020
For the nine months ended September 30, 2022														For the nine months ended September 30, 2022
Dollars in thousands	Dollars in thousands	Class A Common Stock			Class B Common Stock			Treasury Stock							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				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	$	—	2,416,253	$	—		174,222	$	(2,414)	$	337,042					$	62,963			$	397,591
Balance at December 31, 2021														Balance at December 31, 2021		18,558,719				$	—				1,964,764		$	—				230,310	$	(2,977)	$	342,233	$	80,241	$	419,497
Net loss	Net loss	—	—		—	—			—	—		—						(21,917)				(21,917)		Net loss		—		—	—	—						—		—		—	(905)	(905)
Shares returned in lieu of tax payments														Shares returned in lieu of tax payments		—				—					—		—					137,857	(1,476)		—		—		(1,476)

Issuance of common stock														Issuance of common stock		168,083				—					—		—					—	—		—		—		—
Stock based compensation expense														Stock based compensation expense		—				—					—		—					—	—		1,507		—		1,507
Balance at March 31, 2022														Balance at March 31, 2022		18,726,802				$	—				1,964,764		$	—				368,167	$	(4,453)	$	343,740	$	79,336	$	418,623
Net income														Net income		—				—					—		—					—	—		—		8,654		8,654
Shares returned in lieu of tax payments	Shares returned in lieu of tax payments	—	—		—	—			33,666	(315)		—						—				(315)		Shares returned in lieu of tax payments		—		—	—	—						18,642		(223)		—	—	(223)
Conversion of Class B common stock	Conversion of Class B common stock	298,347	—		(298,347)	—			—	—		—						—				—		Conversion of Class B common stock		1,055,954		—	(1,055,954)	—						—		—		—	—	—

Issuance of common stock	Issuance of common stock	67,635	—		—	—			—	—		—						—				—		Issuance of common stock		54,895		—	—	—						—		—		—	—	—
Stock based compensation expense	Stock based compensation expense	—	—		—	—			—	—		1,057						—				1,057		Stock based compensation expense				—	—	—						—		—		1,687��	—	1,687
Balance at March 31, 2021		18,327,716	$	—	2,117,906	$	—		207,888	$	(2,729)	$	338,099					$	41,046			$	376,416
Net loss		—	—		—	—			—	—		—						(5,891)				(5,891)
Treasury stock purchased under share repurchase program														Treasury stock purchased under share repurchase program		(1,724,137)				—					—		—					1,724,137	(25,000)		—		—		(25,000)
Balance at June 30, 2022														Balance at June 30, 2022		18,113,514				$	—				908,810		$	—				2,110,946	$	(29,676)	$	345,427	$	87,990	$	403,741
Net income														Net income		—				—					—		—					—	—		—		8,540		8,540
Shares returned in lieu of tax payments	Shares returned in lieu of tax payments	—	—		—	—			18,771	(208)		—						—				(208)		Shares returned in lieu of tax payments		—		—	—	—						151		(1)		—	—	(1)
Conversion of Class B common stock		77,754	—		(77,754)	—			—	—		—						—				—

Issuance of common stock	Issuance of common stock	40,173	—		—	—			—	—		—						—				—		Issuance of common stock		15,824		—	—	—						—		—		—	—	—
Stock based compensation expense	Stock based compensation expense	—	—		—	—			—	—		1,358						—				1,358		Stock based compensation expense		—		—	—	—						—		—		1,518	—	1,518
Balance at June 30, 2021		18,445,643	$	—	2,040,152	$	—		226,659	$	(2,937)	$	339,457					$	35,155			$	371,675
Net income		—	—		—	—			—	—		—						27,448				27,448
Treasury stock purchased under share repurchase program														Treasury stock purchased under share repurchase program		(415,063)				—					—		—					415,063	(3,922)		—		—		(3,922)
Balance at September 30, 2022														Balance at September 30, 2022		17,714,275				$	—				908,810		$	—				2,526,160	$	(33,599)	$	346,945	$	96,530	$	409,876

Conversion of Class B common stock		32,079	—		(32,079)	—			—	—		—						—				—

Issuance of common stock		17,100	—		—	—			—	—		—						—				—
Stock based compensation expense		—	—		—	—			—	—		1,372						—				1,372
Balance at September 30, 2021		18,494,822	$	—	2,008,073	$	—		226,659	$	(2,937)	$	340,829					$	62,603			$	400,495

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For the nine months ended September 30, 2021 and 2020
For the nine months ended September 30, 2021														For the nine months ended September 30, 2021
Dollars in thousands	Dollars in thousands	Class A Common Stock			Class B Common Stock			Treasury Stock							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				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	$	—	1,926,848	$	—		68,658	$	(1,171)	$	333,705					$	122,682			$	455,216

Balance at December 31, 2020														Balance at December 31, 2020		17,961,734				$	—				2,416,253		$	—				174,222	$	(2,414)	$	337,042	$	62,963	$	397,591
Net loss	Net loss	—	—		—	—			—	—		—						(7,351)				(7,351)		Net loss		—		—	—	—						—		—		—	(21,917)	(21,917)
Shares returned in lieu of tax payments	Shares returned in lieu of tax payments	—	—		—	—			75,493	(1,072)		—						—				(1,072)		Shares returned in lieu of tax payments		—		—	—	—						33,666		(315)		—	—	(315)
Conversion of Class B common stock	Conversion of Class B common stock	38,563	—		(38,563)	—			—	—		—						—				—		Conversion of Class B common stock		298,347		—	(298,347)	—						—		—		—	—	—
Exercise of warrants		121,114	—		—	—			—	—		—						—				—

Issuance of common stock	Issuance of common stock	112,569	—		—	—			—	—		—						—				—		Issuance of common stock		67,635		—	—	—						—		—		—	—	—
Stock based compensation expense	Stock based compensation expense	—	—		—	—			—	—		719						—				719		Stock based compensation expense		—		—	—	—						—		—		1,057	—	1,057
Balance at March 31, 2020		15,953,685	$	—	1,888,285	$	—		144,151	$	(2,243)	$	334,424					$	115,331			$	447,512
Balance at March 31, 2021														Balance at March 31, 2021		18,327,716				$	—				2,117,906		$	—				207,888	$	(2,729)	$	338,099	$	41,046	$	376,416
Net loss	Net loss	—	—		—	—			—	—		—						(36,316)				(36,316)		Net loss		—		—	—	—						—		—		—	(5,891)	(5,891)
Shares returned in lieu of tax payments	Shares returned in lieu of tax payments	—	—		—	—			30,071	(171)		—						—				(171)		Shares returned in lieu of tax payments		—		—	—	—						18,771		(208)		—	—	(208)
Conversion of Class B common stock														Conversion of Class B common stock		77,754				—					(77,754)		—					—	—		—		—		—

Exercise of warrants		1,723,253	—		686,315	—			—	—		—						—				—
Issuance of common stock	Issuance of common stock	66,476	—		—	—			—	—		—						—				—		Issuance of common stock		40,173		—	—	—						—		—		—	—	—
Stock based compensation expense	Stock based compensation expense	—	—		—	—			—	—		985						—				985		Stock based compensation expense		—		—	—	—						—		—		1,358	—	1,358
Balance at June 30, 2020		17,743,414	$	—	2,574,600	$	—		174,222	$	(2,414)	$	335,409					$	79,015			$	412,010
Net loss		—	—			—			—	—		—						(15,803)				(15,803)
Balance at June 30, 2021														Balance at June 30, 2021		18,445,643				$	—				2,040,152		$	—				226,659	$	(2,937)	$	339,457	$	35,155	$	371,675
Net income														Net income		—				—							—					—	—		—		27,448		27,448

Conversion of Class B common stock	Conversion of Class B common stock	158,347	—		(158,347)	—			—	—		—						—				—		Conversion of Class B common stock		32,079		—	(32,079)	—						—		—		—	—	—

Issuance of common stock	Issuance of common stock	28,984	—		—	—			—	—		—						—				—		Issuance of common stock		17,100		—	—	—						—		—		—	—	—
Stock based compensation expense	Stock based compensation expense	—	—		—	—			—	—		861						—				861		Stock based compensation expense		—		—	—	—						—		—		1,372	—	1,372
Balance at September 30, 2020		17,930,745	$	—	2,416,253	$	—		174,222	$	(2,414)	$	336,270					$	63,212			$	397,068
Balance at September 30, 2021														Balance at September 30, 2021		18,494,822				$	—				2,008,073		$	—				226,659	$	(2,937)	$	340,829	$	62,603	$	400,495

See accompanying notes to the unaudited condensed consolidated financial statements.

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~~CUMULUS MEDIA INC.~~Cumulus Media Inc.

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~Condensed Consolidated Statements of Cash Flows

(Unaudited)


Dollars in thousands	Dollars in thousands	Nine Months Ended				Dollars in thousands	Nine Months Ended September 30,
		September 30, 2021		September 30, 2020			2022		2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net loss		$	(360)	$	(59,470)
Adjustments to reconcile net loss to net cash provided by operating activities:
Net income (loss)						Net income (loss)	$	16,289	$	(360)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:						Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	39,796		39,063		Depreciation and amortization	41,403		39,796

Amortization and write-off of debt issuance costs	Amortization and write-off of debt issuance costs	2,349		1,988		Amortization and write-off of debt issuance costs	1,956		2,349
Provision for doubtful accounts	Provision for doubtful accounts	67		4,902		Provision for doubtful accounts	2,640		67
(Gain) loss on sale or disposal of assets or stations		(20,659)		7,513
Gain on sale or disposal of assets or stations						Gain on sale or disposal of assets or stations	(1,085)		(20,659)
Gain on early extinguishment of debt						Gain on early extinguishment of debt	(1,876)		—

Impairment of intangible assets		—		4,509

Deferred income taxes	Deferred income taxes	(434)		(20,810)		Deferred income taxes	2,285		(434)
Stock-based compensation expense	Stock-based compensation expense	3,787		2,565		Stock-based compensation expense	4,712		3,787
Non-cash interest expense on financing liabilities	Non-cash interest expense on financing liabilities	3,032		610		Non-cash interest expense on financing liabilities	2,737		3,032
Non-cash imputed rental income	Non-cash imputed rental income	(3,345)		—		Non-cash imputed rental income	(3,456)		(3,345)

Changes in assets and liabilities (excluding acquisitions and dispositions):	Changes in assets and liabilities (excluding acquisitions and dispositions):					Changes in assets and liabilities (excluding acquisitions and dispositions):
Accounts receivable	Accounts receivable	701		74,430		Accounts receivable	(4,154)		701
Trade receivable	Trade receivable	(732)		(733)		Trade receivable	(518)		(732)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(8,034)		(4,239)		Prepaid expenses and other current assets	(7,028)		(8,034)
Operating leases, net	Operating leases, net	4,751		24,200		Operating leases, net	2,250		4,751

Other assets	Other assets	3,441		(212)		Other assets	(293)		3,441
Accounts payable and accrued expenses	Accounts payable and accrued expenses	8,348		(19,204)		Accounts payable and accrued expenses	(3,303)		8,348
Trade payable	Trade payable	346		(113)		Trade payable	1,412		346
Other liabilities	Other liabilities	165		6,238		Other liabilities	545		165
Net cash provided by operating activities	Net cash provided by operating activities	33,219		61,237		Net cash provided by operating activities	54,516		33,219
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Proceeds from sale of assets or stations	Proceeds from sale of assets or stations	33,497		78,333		Proceeds from sale of assets or stations	1,986		33,497
Asset acquisition	Asset acquisition	(7,000)		—		Asset acquisition	(131)		(7,000)
Proceeds from insurance reimbursement	Proceeds from insurance reimbursement	866		—		Proceeds from insurance reimbursement	1,908		866
Capital expenditures	Capital expenditures	(21,988)		(9,559)		Capital expenditures	(18,560)		(21,988)
Net cash provided by investing activities		5,375		68,774
Net cash (used in) provided by investing activities						Net cash (used in) provided by investing activities	(14,797)		5,375
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Repayment of borrowings under term loan	Repayment of borrowings under term loan	(113,171)		(52,964)		Repayment of borrowings under term loan	(12,509)		(113,171)
Repayments of borrowings under 6.75% senior notes	Repayments of borrowings under 6.75% senior notes	(3,141)		—		Repayments of borrowings under 6.75% senior notes	(50,692)		(3,141)
Repayments of borrowings under the 2020 revolving credit facility	Repayments of borrowings under the 2020 revolving credit facility	(60,000)		—		Repayments of borrowings under the 2020 revolving credit facility	—		(60,000)

Proceeds from PPP loans	Proceeds from PPP loans	20,000		—		Proceeds from PPP loans	—		20,000
Borrowings under the 2020 revolving credit facility		—		60,000
Financing costs		—		(493)
Treasury stock purchases						Treasury stock purchases	(28,922)		—
Payment of contingent consideration						Payment of contingent consideration	(1,000)		—

Shares returned in lieu of tax payments	Shares returned in lieu of tax payments	(523)		(1,243)		Shares returned in lieu of tax payments	(1,700)		(523)
Transaction costs for financing liability	Transaction costs for financing liability	(7)		(3,152)		Transaction costs for financing liability	—		(7)
Proceeds from financing liability	Proceeds from financing liability	2,635		205,442		Proceeds from financing liability	—		2,635
Repayments of financing liabilities	Repayments of financing liabilities	(3,030)		(631)		Repayments of financing liabilities	(3,586)		(3,030)
Repayments of finance lease obligations	Repayments of finance lease obligations	(201)		(255)		Repayments of finance lease obligations	(189)		(201)
Net cash (used in) provided by financing activities		(157,438)		206,704
(Decrease) increase in cash and cash equivalents		(118,844)		336,715
Net cash used in financing activities						Net cash used in financing activities	(98,598)		(157,438)
Decrease in cash and cash equivalents						Decrease in cash and cash equivalents	(58,879)		(118,844)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	271,761		17,007		Cash and cash equivalents at beginning of period	177,028		271,761
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	152,917	$	353,722	Cash and cash equivalents at end of period	$	118,149	$	152,917

See accompanying notes to the unaudited condensed consolidated financial statements.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

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

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

Nature of Business

~~CUMULUS MEDIA~~Cumulus Media (NASDAQ: CMLS) is an audio-first media company delivering premium content to over a quarter billion people every month — wherever and whenever they want it. ~~CUMULUS MEDIA~~Cumulus Media engages listeners with high-quality local programming through ~~412~~405 owned-and-operated radio stations across 86 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, CNN, the AP, the Academy of Country Music Awards, and many other world-class partners across ~~nearly 7,300~~more than 9,500 affiliated stations through Westwood One, the largest audio network in America; and inspires listeners through the ~~CUMULUS~~Cumulus Podcast Network, its rapidly growing network of original podcasts that are smart, entertaining and thought-provoking. ~~CUMULUS MEDIA~~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~~Cumulus Media is the only audio media company to provide marketers with local and national advertising performance guarantees. For more information visit www.cumulusmedia.com.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has ~~1 reportable segment and presents the comparative periods on a consolidated basis to reflect the 1~~one reportable segment. In the opinion of management, the Company's unaudited Condensed Consolidated Financial Statements include all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented herein. The accompanying condensed consolidated balance sheet as of December 31, ~~2020,~~2021, was derived from the Company’s audited financial statements as of December 31, ~~2020,~~2021, and our accompanying unaudited Condensed Consolidated Financial Statements as of September 30, ~~2021~~2022 and for the periods ended September 30, ~~2021~~2022 and ~~2020,~~2021, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. The financial condition and results for the interim periods are not necessarily indicative of those that may be expected for any future interim period or for the full year. The unaudited Condensed Consolidated Financial Statements herein should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including significant estimates related to bad debts, intangible assets, income taxes, stock-based compensation, contingencies, litigation, valuation assumptions for impairment analysis, certain expense accruals, leases and, if applicable, purchase price allocations. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. We assessed these aforementioned estimates and judgments utilizing information reasonably available to us and considering the unknown future impacts of the novel coronavirus disease ("COVID-19") pandemic. The business and economic uncertainty resulting from the COVID-19 pandemic has made such estimates and assumptions more difficult to calculate. While there was not a material impact to our key estimates as of and for the quarter ended September 30, ~~2021,~~2022, our estimates may change based on the magnitude and duration of COVID-19, as well as other factors. Actual amounts and results may differ materially from these estimates.

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Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and certain items that are excluded from net income (loss) and recorded as a separate component of stockholders' equity. During the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, the Company had no items of other comprehensive income (loss) and, therefore, comprehensive income (loss) does not differ from reported net income (loss).

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Assets Held for Sale

Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets. ~~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 Nashville, TN market ("Nashville Sale") to a third party. The transaction closed on August 2, 2021. The Company recorded a gain on the Nashville Sale of $20.8 million which is included in the (Gain) loss on sale or disposal of assets or stations financial statement line item of the Company's Consolidated Statements of Operations for three and nine month periods ended September 30, 2021. As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, assets held for sale were not material.

~~Asset Acquisition~~

On July 30, 2021, the Company purchased affiliate advertising relationships from a producer of radio station advertising for total consideration of $15.0 million. The consideration included a $7.0 million upfront cash payment and contingent consideration owed of up to $8.0 million to be paid over approximately three years. The Company recorded a liability for the contingent consideration on the acquisition date in accordance with Accounting Standards Codification Topic 450, ~~Contingencies, as payment was both probable and estimable.~~

~~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 entered into individual site leases for the continued use of substantially all of the assets that were included in the Tower Sale. As the terms of the 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 depreciated over their remaining useful lives. The proceeds received for the leased back assets have been recorded as a financing 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 nine months ended September 30, 2022 and 2021 ~~and 2020:~~(dollars in thousands):


		Nine Months Ended					Nine Months Ended September 30,
		September 30, 2021		September 30, 2020			2022		2021
Supplemental disclosures of cash flow information:	Supplemental disclosures of cash flow information:					Supplemental disclosures of cash flow information:
Interest paid	Interest paid	$	38,951	$	37,707	Interest paid	$	37,660	$	38,951
Income taxes paid (refunded)		5,348		(2,155)
Income taxes paid						Income taxes paid	7,536		5,348
Supplemental disclosures of non-cash flow information:	Supplemental disclosures of non-cash flow information:					Supplemental disclosures of non-cash flow information:
Trade revenue	Trade revenue	$	27,349	$	22,154	Trade revenue	$	35,362	$	27,349
Trade expense	Trade expense	26,819		20,941		Trade expense	34,898		26,819
Noncash principal change in financing liabilities	Noncash principal change in financing liabilities	(54)		620		Noncash principal change in financing liabilities	(428)		(54)

Recent Accounting Standards Updates

ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326) ("ASU 2016-13"). In June 2016, the FASB issued ASU 2016-13 which requires entities to estimate loss of financial assets measured at amortized cost, including trade receivables, debt securities and loans, using an expected credit loss model. The expected credit loss differs from the previous incurred losses model primarily in that the loss recognition threshold of "probable" has been eliminated and that expected loss should consider reasonable and supportable forecasts in addition to the previously considered past events and current

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conditions. Additionally, the guidance requires additional disclosures related to the further disaggregation of information related to the credit quality of financial assets by year of the asset's origination for as many as five years.

Entities must apply the standard provision as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard was effective for public business entities, excluding Smaller Reporting Companies ("SRC"), for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The standard is effective for SRCs for fiscal years beginning after December 15, 2022. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company ~~is currently evaluating~~does not expect the ~~impact~~adoption of ~~adopting~~ ASU 2016-13 to have a significant impact on ~~its unaudited~~the Company's Condensed Consolidated Financial Statements.

2. Revenues

Revenue Recognition

Revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

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

Three Months Ended September 30, 2021 Three Months Ended September 30, 2020
Advertising revenues $ 233,816 $ 192,823
Non-advertising revenues 3,900 3,562
Total revenue $ 237,716 $ 196,385


	Three Months Ended September 30,
	2022		2021
Broadcast radio revenue:
Spot	$	124,813	$	122,004
Network	52,261		63,873
Total broadcast radio revenue	177,074		185,877
Digital	34,910		33,337
Other	21,479		18,502
Net revenue	$	233,463	$	237,716

Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020
Advertising revenues $ 651,016 $ 560,236
Non-advertising revenues 13,147 10,085
Total revenue $ 664,163 $ 570,321


	Nine Months Ended September 30,
	2022		2021
Broadcast radio revenue:
Spot	$	355,735	$	335,787
Network	166,247		181,249
Total broadcast radio revenue	521,982		517,036
Digital	104,604		91,837
Other	75,650		55,290
Net revenue	$	702,236	$	664,163

~~Advertising Revenues~~Broadcast Radio Revenue

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

Digital Revenue

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

Other Revenue

Other revenue includes trade and barter transactions, remote and event revenues, and non-advertising revenue. 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 are refundable, are received in advance of performance.

~~Non-Advertising Revenues~~

Non-advertising revenue ~~does not constitute a material portion of the Company's revenue and primarily consists of~~represents fees received for licensing content, ~~and to a lesser degree,~~ imputed tower rental income, ~~and~~ satellite rental ~~income.~~income, revenues from our digital commerce platform, and proprietary software licensing.

Trade and Barter Transactions

The Company provides commercial advertising inventory in exchange for goods and services used principally for promotional, sales, programming and other business activities. Programming barter revenue is derived from an exchange of programming content, to be broadcast on the Company's airwaves, for commercial advertising inventory, usually in the form of commercial placements inside the show exchanged. Trade and barter value is based upon management's estimate of the fair value of the products, supplies and services received. Trade and barter revenue is recorded when commercial spots are aired, in the same pattern as the Company's normal cash spot revenue is recognized.

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Trade and barter expense is recorded when goods or services are consumed. For the three months ended September 30, ~~2021~~2022 and ~~2020,~~2021, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of ~~$8.6~~$11.2 million and ~~$7.2~~$8.6 million, respectively; and (2) trade and barter expenses of ~~$8.3~~$11.0 million and ~~$6.8~~$8.3 million, respectively. For the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of ~~$27.3~~$35.4 million and ~~$22.2~~$27.3 million, respectively; and (2) trade and barter expenses of ~~$26.8~~$34.9 million and ~~$20.9~~$26.8 million, respectively.

Capitalized Costs of Obtaining a Contract

The Company capitalizes certain incremental costs of obtaining contracts with customers which it expects to recover. For contracts with a customer life of one year or less, commissions are expensed as they are incurred. For new local direct contracts where the new and renewal commission rates are not commensurate, management capitalizes commissions and amortizes the capitalized commissions over the average customer life. These costs are recorded within selling, general and administrative expenses in our unaudited Condensed Consolidated Statements of Operations. As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company recorded an asset of approximately ~~$6.3~~$7.2 million and ~~$5.8~~$6.7 million, respectively, related to the unamortized portion of commission expense on new local direct revenue.

3. Intangible Assets

The gross carrying amount and accumulated amortization of the Company’s intangible assets as of September 30, ~~2021~~2022 and December 31, ~~2020~~2021 are as follows (dollars in thousands):

Indefinite-Lived Definite-Lived Total
Gross Carrying Amount
FCC licenses Trademarks Affiliate and producer relationships Broadcast advertising Tower income contracts Other
Balance as of December 31, 2020 $ 825,590 $ 19,760 $ 130,000 $ 32,000 $ 13,592 $ 11,060 $ 1,032,002
Assets held for sale (185) (2) — — (2) (1) (190)
Acquisition — — 15,000 — — — 15,000
Dispositions (1,471) (9) — — (10) (6) (1,496)
Balance as of September 30, 2021 $ 823,934 $ 19,749 $ 145,000 $ 32,000 $ 13,580 $ 11,053 $ 1,045,316
Accumulated Amortization
Balance as of December 31, 2020 $ — $ — $ (30,530) $ (16,533) $ (3,902) $ (11,060) $ (62,025)
Amortization Expense — — (9,364) (4,800) (1,128) — (15,292)
Assets held for sale — — — — — 1 1
Dispositions — — — — — 6 6
Balance as of September 30, 2021 $ — $ — $ (39,894) $ (21,333) $ (5,030) $ (11,053) $ (77,310)
Net Book Value as of September 30, 2021 $ 823,934 $ 19,749 $ 105,106 $ 10,667 $ 8,550 $ — $ 968,006


	Indefinite-Lived				Definite-Lived								Total
Gross Carrying Amount	FCC licenses		Trademarks		Affiliate and producer relationships		Broadcast advertising		Tower income contracts		Other
Balance as of December 31, 2021	$	823,905	$	19,749	$	145,000	$	32,000	$	13,580	$	11,053	$	1,045,287


Acquisition	—		131		—		—		—		—		131
Dispositions	(768)		—		—		—		—		—		(768)
Balance as of September 30, 2022	$	823,137	$	19,880	$	145,000	$	32,000	$	13,580	$	11,053	$	1,044,650

Accumulated Amortization
Balance as of December 31, 2021	$	—	$	—	$	(43,598)	$	(22,933)	$	(5,408)	$	(11,053)	$	(82,992)
Amortization Expense	—		—		(11,114)		(4,800)		(1,131)		—		(17,045)


Balance as of September 30, 2022	$	—	$	—	$	(54,712)	$	(27,733)	$	(6,539)	$	(11,053)	$	(100,037)
Net Book Value as of September 30, 2022	$	823,137	$	19,880	$	90,288	$	4,267	$	7,041	$	—	$	944,613

The Company performs impairment testing of its indefinite-lived intangible assets annually as of December 31 of each year and on an interim basis if management believes events or circumstances indicate that its indefinite-lived intangible assets may be impaired. The Company reviews the carrying amount of its definite-lived intangible assets, primarily broadcast advertising and affiliate relationships, for recoverability prior to its annual impairment test and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company considered the current and expected future economic and market conditions surrounding COVID-19, and other potential indicators of impairment, and determined a triggering event had not occurred which would necessitate any interim impairment tests during the three months ended September 30, ~~2021.~~2022. We will continue to monitor changes in economic and market conditions, including those related to COVID-19, and if any events or circumstances indicate a triggering event has occurred, we will perform an interim impairment test of our intangible assets at the appropriate time.

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4. Long-Term Debt

The Company’s long-term debt consisted of the following as of September 30, ~~2021~~2022 and December 31, ~~2020~~2021 (dollars in thousands):


		September 30, 2021		December 31, 2020			September 30, 2022		December 31, 2021
Term Loan due 2026	Term Loan due 2026	$	356,240	$	469,411	Term Loan due 2026	$	343,731	$	356,240
Less: current portion of Term Loan due 2026		—		(5,250)

6.75% Senior Notes	6.75% Senior Notes	449,695		452,836		6.75% Senior Notes	397,127		449,695
2020 Revolving Credit Facility		—		60,000
PPP Loans		20,000		—

Less: Total unamortized debt issuance costs	Less: Total unamortized debt issuance costs	(7,353)		(9,336)		Less: Total unamortized debt issuance costs	(5,418)		(7,011)
Long-term debt, net	Long-term debt, net	$	818,582	$	967,661	Long-term debt, net	$	735,440	$	798,924

Refinanced Credit Agreement (Term Loan due 2026)

On September 26, 2019, the Company entered into a new credit agreement by and among Cumulus Media New Holdings Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company ("Holdings"), Cumulus Media Intermediate, Inc. ("Intermediate"), a direct wholly-owned subsidiary of the Company, and certain other subsidiaries of the Company, Bank of America, N.A., as Administrative Agent, and the other banks and financial institutions party thereto as Lenders (the "Refinanced Credit Agreement"). Pursuant to the Refinanced Credit Agreement, the lenders party thereto provided Holdings and its subsidiaries that are party thereto as co-borrowers with a $525.0 million senior secured Term Loan (the "Term Loan due 2026"), which was used to refinance the remaining balance of the then outstanding term loan (the "Term Loan due 2022").

Amounts outstanding under the Refinanced Credit Agreement bear interest at a per annum rate equal to (i) the London Inter-bank Offered Rate ("LIBOR") plus an applicable margin of 3.75%, subject to a LIBOR floor of 1.00%, or (ii) the Alternative Base Rate (as defined below) plus an applicable margin of 2.75%, subject to an Alternative Base Rate floor of 2.00%. The Alternative Base Rate is defined, for any day, as the per annum rate equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1.0%, (ii) the rate identified by Bank of America, N.A. as its "Prime Rate" and (iii) one-month LIBOR plus 1.00%. As of September 30, ~~2021,~~2022, the Term Loan due 2026 bore interest at a rate of ~~4.75%~~6.87% per annum.

Amounts outstanding under the Term Loan due 2026 amortize in equal quarterly installments of 0.25% of the original principal amount of the Term Loan due 2026 with the balance payable on the maturity date. As a result of the mandatory prepayments discussed below, the Company is no longer required to make such quarterly installments. The maturity date of the Term Loan due 2026 is March 26, 2026.

Debt discounts and issuance costs of $5.1 million were capitalized and amortized over the term of the Term Loan due 2026. ~~On August 7, 2020, the Company entered into an agreement with Vertical Bridge REIT, LLC, for the sale~~As a result of ~~substantially all~~certain of the Company's ~~broadcast communications tower sites~~sales and ~~certain other related assets (the "Tower Sale"). On September 30, 2020, pursuant to~~dispositions and Excess Cash Flow (as defined in the Term Loan due ~~2026,~~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~~certain amounts ofoutstanding under the ~~net proceeds from~~facility. The Company made prepayments to 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~~of approximately $49.0 million, ~~of the prepayment related to the Land Sale~~$112.0 million and ~~approximately $23~~$12.5 million, ~~of the prepayment related to the Tower Sale. Additionally, as a result of the expiration of the~~in September 2020, 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.~~and March 2022, respectively. In ~~conjunction~~connection with the prepayments, the Company wrote-off approximately $0.4 million, $0.9 million and $0.1 million of debt issuance costs, ~~related to the Term Loan due 2026.~~respectively.

As of September 30, ~~2021,~~2022, we were in compliance with all required covenants under the Refinanced Credit Agreement.

2020 Revolving Credit Agreement

On March 6, 2020, Holdings and certain of the Company’s other subsidiaries, as borrowers (the ~~“Borrowers”~~"Borrowers"), and Intermediate ~~Holdings~~ entered into a $100.0 million revolving credit facility (the ~~“2020~~"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. On June 3, 2022, Holdings, the Borrowers and Intermediate entered into a fifth amendment (the "Amendment") to the 2020 Revolving Credit Agreement. The Amendment, among other things, (i) extended the maturity date of all borrowings under the 2020 Revolving Credit Facility ~~refinances and replaces~~to June 3, 2027, provided, that if any of the Company’s ~~2018 Revolving Credit Agreement entered into pursuant~~indebtedness with an aggregate principal amount in excess of $35.0 million is outstanding on the date that is 90 days prior to ~~that certain Credit Agreement dated as~~the stated maturity of ~~August 17, 2018, by and among Holdings,~~such indebtedness (each such date, a "Springing Maturity Date"), then the ~~Borrowers, Intermediate Holdings and certain lenders and Deutsche Bank AG New York Branch, as a lender and Administrative Agent.~~

~~The~~maturity date of all borrowings under the 2020 Revolving Credit Facility ~~has a maturity date~~will instead be such Springing Maturity Date, and (ii) modified certain terms of ~~March 6, 2025.~~ the 2020 Revolving Credit Facility to replace the relevant benchmark

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provisions from the London Interbank Offered Rate to the Secured Overnight Financing Rate ("SOFR"). Except as modified by the Amendment, the existing terms of the 2020 Revolving Credit Agreement remained in effect.

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

Borrowings under the 2020 Revolving Credit Facility bear interest, at the option of Holdings, based on ~~LIBOR~~SOFR plus (i) 0.10% and (ii) a percentage spread of 1.00% or the Alternative Base Rate. The Alternative Base Rate is defined, for any day, as the per annum rate equal to the rate identified as the ~~“Prime Rate”~~"Prime Rate" by Fifth Third Bank. In addition, the unused portion of the 2020 Revolving Credit Facility will be subject to a commitment fee of 0.25%. ~~The 2020 Revolving Credit Facility contains customary LIBOR successor provisions.~~

The issuance of the 2020 Revolving Credit Agreement ~~was~~and the Amendment were evaluated in accordance with ASC 470-50-40 - Debt-Modifications and Extinguishments-Derecognition, to determine whether the ~~refinance transaction~~transactions should be accounted for as a debt modification or ~~extinguishment~~extinguishment. At issuance of the ~~2018~~2020 Revolving Credit ~~Agreement. The~~Agreement, the Company expensed approximately $0.6 million of unamortized debt issuance costs related to the exiting lender ~~from the Revolving Credit Agreement.~~in 2020. Costs incurred with third parties for issuance of the 2020 Revolving Credit Agreement totaled approximately $0.4 million and were capitalized and ~~will be~~ amortized over the original term of the 2020 Revolving Credit Agreement. Costs incurred for the Amendment were not material. The total remaining unamortized debt issuance costs will be amortized over the new term.

On May 17, 2021, the Company completed a $60.0 million repayment of the 2020 Revolving Credit Facility. As of September 30, ~~2021, $4.3~~2022, $4.7 million was outstanding under the 2020 Revolving Credit Facility, representing letters of credit. As of September 30, ~~2021,~~2022, the Company was in compliance with all required covenants under the 2020 Revolving Credit Agreement.

6.75% Senior Notes

On June 26, 2019, Holdings (the "Issuer"), and certain of the Company's other subsidiaries, entered into an indenture, dated as of June 26, 2019 (the "Indenture") with U.S. Bank National Association, as trustee, governing the terms of the Issuer's $500,000,000 aggregate principal amount of 6.75% Senior Secured First-Lien Notes due 2026 (the "6.75% Senior Notes"). The 6.75% Senior Notes were issued on June 26, 2019. The net proceeds from the issuance of the 6.75% Senior Notes were applied to partially repay existing indebtedness under the Term Loan due 2022. In conjunction with the issuance of the 6.75% Senior Notes, debt issuance costs of $7.3 million were capitalized and are being amortized over the term of the 6.75% Senior Notes.

~~On November 3, 2020,~~As a result of certain of the Company's sales and dispositions, the Company ~~completed a tender~~was required by the provisions of the indenture governing the 6.75% Senior Notes to offer ~~(the "November 2020 Tender Offer") pursuant~~ to ~~which it~~prepay certain amounts outstanding under the 6.75% Senior Notes. In connection with such offers, the Company accepted and cancelled $47.2 million in aggregate principal amount of the 6.75% Notes ~~as a result of the Tower Sale. As a result of the~~in November 2020, ~~Tender Offer, the Company~~and 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 the Indenture,~~transaction, and the Company made a tender offer (the "May 2021 Tender Offer") with respect to the prorated portion of the remaining net proceeds from the Tower Sale which it determined would not be reinvested by the end of the reinvestment period ofaccepted and cancelled approximately ~~$26~~$3.0 million ~~of the 6.75% Notes. On June 23, 2021, the May 2021 Tender Offer expired and approximately $3 million~~in aggregate principal amount of the 6.75% Notes ~~was validly tendered and accepted for cancellation.~~in May 2021.

During the three months ended September 30, 2022, the Company repurchased approximately $2.8 million principal amount of the 6.75% Senior Notes. The repurchase resulted in a gain on extinguishment of debt of approximately $0.3 million. The 6.75% Senior Notes were repurchased with cash on hand. The Company ~~directed~~wrote-off debt issuance costs as a result of the ~~untendered~~repurchases, which were not material.

During the nine months ended September 30, 2022, the Company repurchased $52.6 million principal amount of the 6.75% Senior Notes. The repurchase resulted in a gain on extinguishment of debt of approximately ~~$23 million towards an additional prepayment~~$1.9 million. The 6.75% Senior Notes were repurchased with cash on hand. As a result of the ~~Term Loan due 2026.~~repurchases, the Company wrote-off approximately $0.5 million of debt issuance costs.

As of September 30, ~~2021,~~2022, the Issuer was in compliance with all required covenants under the 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 Paycheck Protection Program for public broadcasting entities meeting specified requirements. In light of the uncertainties that the COVID-19 pandemic continued to present to the Company, the media industry, and the economy, in general, certain subsidiaries of the Company received unsecured loans in an aggregate principal amount of $20.0 million during the first half of 2021 under the Paycheck Protection Program (or "PPP") evidenced by promissory notes with Fifth Third Bank. Those loans (the "PPP Loans"), which provided additional liquidity for the Company’s subsidiaries, have various maturity dates through April 1, 2026 and 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

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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 loans based on meeting certain criteria including the use of proceeds from PPP Loans being limited to qualifying expenses. In October 2021, the Company received confirmation from Fifth Third Bank that the Small Business Administration approved the Company’s PPP Loan forgiveness applications for certain of its subsidiaries for $20.0 million and all of the related interest.

Other than as outlined above, we do not currently expect the COVID-19 Relief Measures to have a material impact on our financial results or on our liquidity. We will continue to monitor and assess the impact the COVID-19 Relief Measures may have on our business and financial results.

5. Fair Value Measurements

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


		September 30, 2021		December 31, 2020			September 30, 2022		December 31, 2021
Term Loan due 2026:	Term Loan due 2026:					Term Loan due 2026:
Gross value	Gross value	$	356,240	$	469,411	Gross value	$	343,731	$	356,240
Fair value - Level 2	Fair value - Level 2	355,884		460,023		Fair value - Level 2	324,826		355,795
6.75% Senior Notes:	6.75% Senior Notes:					6.75% Senior Notes:
Gross value	Gross value	$	449,695	$	452,836	Gross value	$	397,127	$	449,695
Fair value - Level 2	Fair value - Level 2	465,434		464,157		Fair value - Level 2	334,579		466,559

As of September 30, ~~2021,~~2022, the Company used trading prices from a third party of ~~99.9%~~94.50% and ~~103.5%~~84.25% to calculate the fair value of the Term Loan due 2026 and the 6.75% Senior Notes, respectively.

As of December 31, ~~2020,~~2021, the Company used trading prices from a third party of ~~98.0%~~99.88% and ~~102.5%~~103.75% to calculate the fair value of the Term Loan 2026 and the 6.75% Senior Notes, respectively.

The fair value of the Company's 2020 Revolving Credit Facility as of December 31, 2020 approximates its carrying amount as a result of the market interest rates of this item and is classified as Level 3 within the fair value hierarchy. The fair value of the Company's PPP loans as of September 30, 2021 approximates the carrying amount as a result of the market interest rates of this item and is classified as Level 3 within the fair value hierarchy.

6. Income Taxes

For the three months ended September 30, 2022, the Company recorded income tax expense of $4.6 million on pre-tax book income of $13.2 million, resulting in an effective tax rate of approximately 35.1%. For the three months ended September 30, 2021, the Company recorded an income tax expense of $3.7 million on pre-tax book income of $31.1 million, resulting in an effective tax rate of approximately 11.8%.

For the ~~three~~nine months ended September 30, ~~2020,~~2022, the Company recorded an income tax ~~benefit~~expense of ~~$5.1~~$8.3 million on pre-tax book ~~loss~~income of ~~$20.9~~$24.6 million, resulting in an effective tax rate of approximately ~~24.3%~~33.8%.

For the nine months ended September 30, 2021, the Company recorded an income tax expense of $0.1 million on pre-tax book loss of $0.3 million, resulting in an effective tax rate of approximately (18.9)%. ~~For~~

The differences between the effective tax rates and the federal statutory rate of 21.0% for the three and nine ~~months~~month periods ended September 30, ~~2020,~~2022, primarily relate to state and local income taxes and the ~~Company recorded an income tax benefit~~effect of ~~$18.6 million on pre-tax book loss of $78.1 million, resulting in an effective tax rate of approximately 23.8%.~~certain statutory non- deductible expenses.

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

The differences between the effective tax rates and the federal statutory rate of 21.0% for the three and nine month periods ended September 30, 2020 primarily relate to state and local income taxes and the effect of certain statutory non-deductible expenses.

The Company recognizes the benefits of deferred tax assets only as its assessment indicates that it is more likely than not that the deferred tax assets will be recognized in accordance with ASC Topic 740, Income Taxes ("ASC 740"). The Company reviews the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to utilize existing deferred tax assets. As of September 30, ~~2021,~~2022, the Company has not recorded a valuation allowance since the Company continues to believe, on the basis of its evaluation, that its deferred tax assets meet the more

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likely than not recognition standard for recovery. The Company will continue to monitor the valuation of deferred tax assets, which requires judgment in assessing the likely future tax consequences of events that are recognized in the Company's financial statements or tax returns as well as judgment in projecting future profitability.

7. Stockholders' Equity

Common Stock

Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized to issue an aggregate of 300,000,000 shares of stock divided into three classes consisting of: (i) 100,000,000 shares of new Class A common stock; (ii) 100,000,000 shares of new Class B common stock; and (iii) 100,000,000 shares of preferred stock.

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As of September 30, ~~2021,~~2022, the Company had ~~20,729,554~~21,149,245 aggregate issued shares of common stock, and ~~20,502,895~~18,623,085 outstanding shares consisting of: (i) ~~18,721,481~~20,240,435 issued shares and ~~18,494,822~~17,714,275 outstanding shares designated as Class A common stock; and (ii) ~~2,008,073~~908,810 issued and outstanding shares designated as Class B common stock.

~~Shareholder Rights Plan~~Share Repurchase Program

On May ~~20, 2020, our~~3, 2022, the Board ~~adopted~~of Directors authorized a ~~rights plan and declared a dividend~~share repurchase program for up to $50.0 million of ~~(a) 1~~outstanding Class A ~~right (a "Class~~common stock. The share repurchase authorization expires November 3, 2023. Purchases made pursuant to the program may be made from time to time, at the Company’s discretion, in the open market, through privately negotiated transactions or through other manners as permitted by federal securities laws including, but not limited to, 10b5-1 trading plans, accelerated stock repurchase programs and tender offers. The specific timing, manner, price and amount of any repurchases will be determined by the Company and may be subject to economic and market conditions, stock price, applicable legal requirements and other factors.

Under the share repurchase authorization, on May 6, 2022, the Company commenced a modified Dutch tender offer to purchase up to $25.0 million of shares of its Class A ~~Right")~~common stock at a price not greater than $16.50 and not less than $14.50 per share of Class A common stock, to the tendering shareholder in ~~respect~~cash, less any applicable withholding taxes and without interest (the "Offer"). The Offer expired on June 3, 2022. Through the Offer, the Company accepted for payment a total of ~~each share~~1,724,137 shares of the Company's Class A Common stock at a purchase price of $14.50 per share, for an aggregate cost of approximately $25.0 million, excluding fees and expenses. Additionally, the Company commenced open market purchases beginning in the third quarter of 2022. The Company repurchased 415,063 shares of our outstanding Class A common stock ~~par value $0.0000001~~in the open market at an average purchase price of $9.43 per share ~~(the "Class A Common Shares"), (b) 1 Class B right (a "Class B Right")~~for an aggregate cost of approximately $3.9 million, excluding fees and expenses.

Shares repurchased were accounted for as treasury stock and the total cost of shares repurchased was recorded as a reduction of stockholder's equity in ~~respect of each share~~the unaudited condensed consolidated balance sheet. Subsequent to the open market purchases, $21.1 million of the Company's outstanding Class BA common stock ~~par value $0.0000001 per~~remained available for repurchase under the 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~~repurchase program as 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 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 AprilSeptember 30, ~~2021.~~2022.

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

The Company calculates basic ~~income~~earnings (loss) per share by dividing net ~~income~~earnings (loss) by the weighted average number of common shares outstanding, ~~excluding unvested restricted shares.~~including warrants. The Company calculates diluted ~~income~~earnings (loss) per share by dividing net ~~income~~earnings (loss) by the weighted average number of common shares outstanding plus the dilutive effect of all outstanding share-based awards, including stock options and restricted stock awards. Warrants generally are included in basic and diluted shares outstanding because there is little or no consideration paid upon exercise of the Warrants.

For the three and nine months ended September 30, 2022, potential common shares related to the Company's stock options were excluded from the diluted share count as the exercise price of the options was greater than the average market price of the common shares and, as such, their effect would have been anti-dilutive.

For the three months ended September 30 2021, potential common shares related to the Company's stock options were excluded from the diluted share count as the exercise price of the options was greater than the average market price of the common shares and, as such, their effect would have been anti-dilutive.

For the nine months ended September 30 2021, due to the net loss attributable to the ~~Company's~~Company common stockholders, potential common shares that would ~~cause~~have caused dilution, such as employee stock options, restricted shares and other stock awards, ~~have been~~were excluded from the diluted share count because their effect would have been anti-dilutive.

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

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

Three Months Ended September 30, 2021 Three Months Ended September 30, 2020
Basic Income (Loss) Per Share
     Numerator:
           Undistributed net income (loss) from operations $ 27,448 $ (15,803)
           Basic net income (loss) attributable to common shares $ 27,448 $ (15,803)
     Denominator:
           Basic weighted average shares outstanding 20,508 20,340
           Basic undistributed net income (loss) per share attributable to common shares $ 1.34 $ (0.78)
Diluted Income (Loss) Per Share
     Numerator:
           Undistributed net income (loss) from operations $ 27,448 $ (15,803)
           Diluted net income (loss) attributable to common shares $ 27,448 $ (15,803)
     Denominator:
           Basic weighted average shares outstanding 20,508 20,340
           Effect of dilutive options and restricted share units 209 —
           Diluted weighted average shares outstanding 20,717 20,340
           Diluted undistributed net income (loss) per share attributable to common shares $ 1.32 $ (0.78)

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	Three Months Ended September 30,
	2022		2021
Basic Earnings Per Share
Numerator:
Undistributed net income from operations	$	8,540	$	27,448



Basic net income attributable to common shares	$	8,540	$	27,448
Denominator:
Basic weighted average shares outstanding	18,881		20,508
Basic undistributed net income per share attributable to common shares	$	0.45	$	1.34

Diluted Earnings Per Share
Numerator:
Undistributed net income from operations	$	8,540	$	27,448



Diluted net income attributable to common shares	$	8,540	$	27,448
Denominator:
Basic weighted average shares outstanding	18,881		20,508

Effect of dilutive options and restricted share units	22		209
Diluted weighted average shares outstanding	18,903		20,717
Diluted undistributed net income per share attributable to common shares	$	0.45	$	1.32

Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020
Basic Loss Per Share
     Numerator:
           Undistributed net loss from operations $ (360) $ (59,470)
           Basic net loss attributable to common shares $ (360) $ (59,470)
     Denominator:
           Basic weighted average shares outstanding 20,468 20,299
           Basic undistributed net loss per share attributable to common shares $ (0.02) $ (2.93)
Diluted Loss Per Share
     Numerator:
           Undistributed net loss from operations $ (360) $ (59,470)
           Diluted net loss attributable to common shares $ (360) $ (59,470)
     Denominator:
           Basic weighted average shares outstanding 20,468 20,299
           Diluted weighted average shares outstanding 20,468 20,299
           Diluted undistributed net loss per share attributable to common shares $ (0.02) $ (2.93)

~~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

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~~programming ratings information. The remaining aggregate obligation under the agreements with Nielsen is approximately $58.8 million as of September 30, 2021~~


	Nine Months Ended September 30,
	2022		2021
Basic Earnings (Loss) Per Share
Numerator:
Undistributed net earnings (loss) from operations	$	16,289	$	(360)



Basic net earnings (loss) attributable to common shares	$	16,289	$	(360)
Denominator:
Basic weighted average shares outstanding	19,937		20,468
Basic undistributed net earnings (loss) per share attributable to common shares	$	0.82	$	(0.02)

Diluted Earnings (Loss) Per Share
Numerator:
Undistributed net earnings (loss) from operations	$	16,289	$	(360)



Diluted net earnings (loss) attributable to common shares	$	16,289	$	(360)
Denominator:
Basic weighted average shares outstanding	19,937		20,468

Effect of dilutive options and restricted share units	296		—
Diluted weighted average shares outstanding	20,233		20,468
Diluted undistributed net earnings (loss) per share attributable to common shares	$	0.81	$	(0.02)

9. Commitments and ~~is expected to be paid in accordance with the agreements through December 2022.~~

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 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. As of September 30, 2021, the Company believes that it will meet all such material minimum obligations.Contingencies

Legal Proceedings

We have been, and expect in the future to be, a party to various legal proceedings, investigations or claims. In accordance with applicable accounting guidance, we record accruals for certain of our outstanding legal proceedings when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. We evaluate, at least on a quarterly basis, developments in our legal proceedings or other claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. When a loss contingency is not both probable and reasonably estimable, we do not record a loss accrual.

If the loss (or an additional loss in excess of any prior accrual) is reasonably possible and material, we disclose an estimate of the possible loss or range of loss, if such estimate can be made. The assessment of whether a loss is probable or reasonably possible and whether the loss or a range of loss is estimable, involves a series of judgments about future events, which are often complex. Even if a loss is reasonably possible, we may not be able to estimate a range of possible loss, particularly where (i) the damages sought are substantial or indeterminate, (ii) the proceedings are in the early stages, (iii) the matters involve novel or unsettled legal theories or a large number of parties, or (iv) various factors outside of our control could lead to vastly different outcomes. In such cases, there is considerable uncertainty regarding the ultimate resolution of such matters, including the amount of any possible loss.

In August 2015, the Company was named as a defendant in 2two separate putative class action lawsuits relating to its use and public performance of certain sound recordings fixed prior to February 15, 1972 (the "Pre-1972 Recordings"). The first suit, ABS Entertainment, Inc., et. al. v, Cumulus Media Inc., was filed in the U.S. District Court for the Central District of California and alleged, among other things, copyright infringement under California state law, common law conversion, misappropriation and unfair business practices. On December 11, 2015, this suit was dismissed without prejudice. The second suit, ABS Entertainment, Inc., v. Cumulus Media Inc., was filed in the U.S. District Court for the Southern District of New York and claimed, among other things, common law copyright infringement and unfair competition. The New York lawsuit was stayed pending an appeal before the Second Circuit involving unrelated third parties over whether the owner of a Pre-1972 Recording holds an exclusive right to publicly perform that recording under New York common law. On December 20, 2016, the New York Court of Appeals held that New York common law does not recognize a right of public performance for owners of pre-1972 Recordings. As a result of that case (to which Cumulus Media Inc. was not a party) the New York case against Cumulus Media Inc., was voluntarily dismissed by the plaintiffs on April 3, 2017. On October 11, 2018, President Trump signed the Orrin G. Hatch-Bob Goodlatte Music Modernization Act (the "Music Modernization Act") into law, which, among other things, provides new federal rights going forward for owners of pre-1972 Recordings. The question of whether public performance rights existed for Pre-1972 recordings under state law prior to the enactment of the new Music Modernization Act

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was, until recently, still being litigated by other parties in California. On August 23, 2021, the Ninth Circuit held in the matter of Flo & Eddie, Inc. v. Sirius XM Radio Inc., Case No. 17-55844, that no such public performance right exists under California law. But those plaintiffs continue to litigate a separate case, Flo & Eddie, Inc. v. Pandora Media, LLC, which is pending in the Central District of California (2:14-cv-07648-PSG-GJS). Pandora attempted to dismiss the lawsuit under California’s anti-SLAPP statute, claiming that its broadcast of Pre-1972 recordings constituted speech on an issue of public interest and that Flo & Eddie’s claims have no merit. The district court denied the motion on the ground that the anti-SLAPP statute did not cover Pandora’s conduct, and the Ninth Circuit affirmed the denial (No. 20-56134). Following the Ninth Circuit’s direction to consider expedited motion practice on the validity of Flo & Eddie’s claims given the Ninth Circuit’s decision in the Sirius XM Radio case, the district court set a schedule for Pandora to file a motion for summary judgement, which is not likely to be decided until Q1 2023 at the earliest. The Company is not a party to that case and ~~because of the possibility of further appeal to the US Supreme Court,~~ is not yet able to determine what effect that proceeding will have, if any, on its financial position, results of operations or cash flows.

On February 24, 2020, 2two 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 1one 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

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24, 2021, the Company filed a motion seeking dismissal of all remaining claims. On October 15, 2021, the Court entered an order granting the Company’s motion and dismissing all remaining claims. ~~Plaintiffs have certain~~On November 12, 2021, one of the plaintiffs filed a notice of appeal ~~rights under federal law with respect~~ to the ~~October 15, 2021 order.~~U.S. Court of Appeals for the Eleventh Circuit. The Company intends to vigorously defend itself in ~~any such~~the appeal. The October 15, 2021 order and/or the pending appeal may not foreclose other parties from asserting similar claims against the Company. The Company is currently unable to reasonably estimate what effect the ultimate outcome might have, if any, on its financial position, results of operations or cash flows.

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.

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

Overview

The following discussion of our financial condition and results of operations should be read in conjunction with the other information contained in this Form 10-Q, including our unaudited Condensed Consolidated Financial Statements and notes thereto included elsewhere in this Form 10-Q, as well as our audited Consolidated Financial Statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 ("~~2020~~2021 Form 10-K"), filed with the Securities and Exchange Commission ("SEC"). This discussion, as well as various other sections of this Form 10-Q, contain and refer to statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such statements are any statements other than those of historical fact and relate to our intent, belief or current expectations primarily with respect to our future operating, financial and strategic performance. Any such forward-looking statements are not guarantees of future performance and may involve risks and uncertainties. These risks and uncertainties include, but are not limited to, those described in Part I, "Item 1A. Risk Factors," and elsewhere in our ~~2020~~2021 Form 10-K and elsewhere in this report, and those described from time to time in other reports filed with the SEC from time to time. Actual results may differ from those contained in or implied by the forward-looking statements as a result of various factors, including the evolving and uncertain nature of the COVID-19 pandemic and its impact on the Company, the media industry, and the economy in general. For more information, see "Cautionary Statement Regarding Forward-Looking Statements" in our ~~2020~~2021 Form 10-K.

Recent Events and Company Outlook

On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. In March of 2020, the impact of COVID-19 and related actions to attempt to control its spread began to impact our consolidated operating results. Beginning in the second half of March 2020, revenue trends began to weaken when compared to 2019 and continued through the first quarter of 2021. Net revenue for third quarter 2021 exceeded the comparable period in 2020. However, overall results for the third quarter of 2021 remain lower than pre-COVID-19 results. While we currently expect fourth 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.

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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 2020, which had an adverse impact on our financial and operating results. While these events have mostly returned, ~~in 2021,~~ our financial and operating results may continue to be impacted as a result of the COVID-19 pandemic and the impact of governmental regulations and other restrictions that have been or may be imposed in response to the on-going pandemic.

~~In the second half of 2021, a majority of our employees have returned~~ Our business could also continue to ~~our stations or offices. For all employees returning to work, we have instituted COVID-19 protocols including mandating that all employees~~ be vaccinated against COVID-19 subject to legally-mandated exceptions, increased the level of cleaning and sanitizing in the offices and radio stations and undertaken other actions to make these offices and stations safer for our employees. W~~e are generally following the requirements and protocols published~~impacted by the ~~U.S. Centers for Disease Control~~disruption from COVID-19 and ~~state~~resulting adverse changes in advertising customers and local governments and will continue to monitor the latest public health and government guidance related to COVID-19. As of the date of this filing, we do not believe these safety protocols have materially adversely impacted our internal controls, financial reporting systems or our operations, however, there can be no assurance as to what impact such protocols may have in the future.

As a response to the ongoing COVID-19 pandemic, we implemented plans to manage our costs. We have taken actions to significantly reduce our permanent fixed costs as compared to the 2019 baseline and have also 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 deemed necessary.

consumer behavior. In light of the evolving health, social, economic and business environment, governmental regulations or mandates, and business disruptions that could occur in response to the COVID-19

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

Non-GAAP Financial Measure

From time to time, we utilize certain financial measures that are not prepared or calculated in accordance with GAAP to assess our financial performance and profitability. Consolidated adjusted earnings before interest, taxes, depreciation, and amortization ("Adjusted EBITDA") is the financial metric by which management and the chief operating decision maker allocate resources of the Company and analyze the performance of the Company as a whole. Management also uses this measure to determine the contribution of our core operations to the funding of our corporate resources utilized to manage our operations and our non-operating expenses including debt service and acquisitions. In addition, consolidated Adjusted EBITDA is a key metric for purposes of calculating and determining our compliance with certain covenants contained in our Refinanced Credit Agreement.

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

Management believes that Adjusted EBITDA, although not a measure that is calculated in accordance with GAAP, is commonly employed by the investment community as a measure for determining the market value of a media company and comparing the operational and financial performance among media companies. Management has also observed that Adjusted EBITDA is routinely utilized to evaluate and negotiate the potential purchase price for media companies. Given the relevance to our overall value, management believes that investors consider the metric to be extremely useful.

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

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Consolidated Results of Operations

Analysis of Consolidated Results of Operations

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

Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 2021 vs 2020 Change
$ %
STATEMENT OF OPERATIONS DATA:
Net revenue $ 237,716 $ 196,385 $ 41,331 21.0 %
Content costs 87,279 82,014 5,265 6.4 %
Selling, general and administrative expenses 93,213 86,323 6,890 8.0 %
Depreciation and amortization 13,223 13,151 72 0.5 %
Local marketing agreement fees 373 984 (611) (62.1) %
Corporate expenses 16,017 16,926 (909) (5.4) %
(Gain) loss on sale or disposal of assets or stations (20,197) 1,930 (22,127) N/A
Operating income (loss) 47,808 (4,943) 52,751 N/A
Interest expense (16,187) (15,930) (257) 1.6 %
Other expense, net (505) (12) (493) N/A
Income (loss) before income taxes 31,116 (20,885) 52,001 N/A
Income tax (expense) benefit (3,668) 5,082 (8,750) N/A
Net income (loss) $ 27,448 $ (15,803) $ 43,251 N/A
KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA $ 45,828 $ 20,331 $ 25,497 125.4 %


											Three Months Ended September 30,
		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020		2021 vs 2020 Change					2022		2021		2022 vs 2021 Change
						$		%							$		%
STATEMENT OF OPERATIONS DATA:	STATEMENT OF OPERATIONS DATA:									STATEMENT OF OPERATIONS DATA:
Net revenue	Net revenue	$	664,163	$	570,321	$	93,842	16.5	%	Net revenue	$	233,463	$	237,716	$	(4,253)	(1.8)	%
Content costs	Content costs	260,309		236,304		24,005		10.2	%	Content costs	83,284		87,279		(3,995)		(4.6)	%
Selling, general and administrative expenses	Selling, general and administrative expenses	276,375		269,856		6,519		2.4	%	Selling, general and administrative expenses	93,200		93,213		(13)		—	%
Depreciation and amortization	Depreciation and amortization	39,796		39,063		733		1.9	%	Depreciation and amortization	14,034		13,223		811		6.1	%
Local marketing agreement fees	Local marketing agreement fees	1,062		3,037		(1,975)		(65.0)	%	Local marketing agreement fees	13		373		(360)		(96.5)	%
Corporate expenses	Corporate expenses	55,426		39,065		16,361		41.9	%	Corporate expenses	14,468		16,017		(1,549)		(9.7)	%
(Gain) loss on sale or disposal of assets or stations		(20,659)		7,513		(28,172)		N/A
Loss (gain) on sale or disposal of assets or stations										Loss (gain) on sale or disposal of assets or stations	41		(20,197)		20,238		N/A

Impairment of intangible assets		—		4,509		(4,509)		N/A
Operating income (loss)		51,854		(29,026)		80,880		N/A

Operating income										Operating income	28,423		47,808		(19,385)		(40.5)	%
Interest expense	Interest expense	(51,827)		(48,977)		(2,850)		5.8	%	Interest expense	(15,507)		(16,187)		680		(4.2)	%

Gain on early extinguishment of debt										Gain on early extinguishment of debt	279		—		279		N/A
Other expense, net	Other expense, net	(330)		(70)		(260)		N/A		Other expense, net	(31)		(505)		474		(93.9)	%
Loss before income taxes		(303)		(78,073)		77,770		99.6	%
Income tax (expense) benefit		(57)		18,603		(18,660)		(100.3)	%
Income before income taxes										Income before income taxes	13,164		31,116		(17,952)		(57.7)	%
Income tax expense										Income tax expense	(4,624)		(3,668)		(956)		26.1	%

Net loss		$	(360)	$	(59,470)	$	59,110	99.4	%
Net income										Net income	$	8,540	$	27,448	$	(18,908)	(68.9)	%
KEY NON-GAAP FINANCIAL METRIC:	KEY NON-GAAP FINANCIAL METRIC:									KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA	Adjusted EBITDA	$	91,617	$	41,681	$	49,936	119.8	%	Adjusted EBITDA	$	46,567	$	45,828	$	739	1.6	%

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	Nine Months Ended September 30,
	2022		2021		2022 vs 2021 Change
					$		%
STATEMENT OF OPERATIONS DATA:
Net revenue	$	702,236	$	664,163	$	38,073	5.7	%
Content costs	257,793		260,309		(2,516)		(1.0)	%
Selling, general and administrative expenses	285,327		276,375		8,952		3.2	%
Depreciation and amortization	41,403		39,796		1,607		4.0	%
Local marketing agreement fees	31		1,062		(1,031)		(97.1)	%
Corporate expenses	48,451		55,426		(6,975)		(12.6)	%
Gain on sale or disposal of assets or stations	(1,085)		(20,659)		19,574		(94.7)	%


Operating income	70,316		51,854		18,462		35.6	%
Interest expense	(47,488)		(51,827)		4,339		(8.4)	%

Gain on early extinguishment of debt	1,876		—		1,876		N/A
Other expense, net	(84)		(330)		246		(74.5)	%
Income (loss) before income taxes	24,620		(303)		24,923		N/A
Income tax expense	(8,331)		(57)		(8,274)		N/A


Net income (loss)	$	16,289	$	(360)	$	16,649	N/A
KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA	$	123,265	$	91,617	$	31,648	34.5	%

Three Months Ended September 30, ~~2021~~2022 compared to the Three Months Ended September 30, ~~2020~~2021

Net Revenue

Net revenue for the three months ended September 30, ~~2021,~~2022, compared to net revenue for the three months ended September 30, ~~2020, increased as national and local broadcast~~2021, decreased $4.3 million, or 1.8%. Network advertising revenue ~~strengthened~~decreased $11.6 million resulting primarily from current macroeconomic conditions. This decrease was offset by a $3.0 million increase in other revenue from higher trade and barter revenues which continued to rebound from COVID-19 economic recovery. ~~Digital~~In addition, spot broadcast advertising ~~revenue~~ increased ~~driven by growth in streaming and podcasting. Additionally, remote/event and trade revenue grew primarily~~$2.8 million as a result of ~~the return of events in 2021 that were canceled or postponed in 2020 because of COVID-19. These increases were slightly offset by lower~~higher political revenue ~~from~~driven by election cycle ~~seasonality.~~seasonality and digital revenue increased $1.5 million from expansion of streaming activity and growth of digital marketing services.

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 30, ~~2021,~~2022, compared to content costs for the three months ended September 30, ~~2020, increased~~2021, decreased $4.0 million, or 4.6%, primarily as a result of ~~higher~~lower broadcast rights ~~fees associated with the return of sporting events~~from renewed contracts and a reduction in ~~2021. Digital costs grew in line with digital advertising revenue. In addition, the Company had higher music licensing fees and revenue share~~syndicated programming costs attributed to ~~increased~~lower revenue.

Selling, General & Administrative Expenses

Selling, general and administrative expenses consist of expenses related to our sales efforts and distribution of our content across our platform and overhead in our markets. Selling, general and administrative expenses for the three months ended September 30, ~~2021,~~2022, compared to selling, general and administrative expenses for the three months ended September 30, ~~2020, increased primarily as result of higher personnel costs, both internally~~2021, remained generally consistent. Selling, general and externally, as the Company implemented temporary cost-saving actions during 2020, which did not recur in 2021. In addition, trade, remote/event, and talent expense grew primarily related to the return of sporting and other events in 2021 that were canceled or postponed in 2020 because of COVID-19. Finally, overall commissions increasedadministrative expenses decreased as a result of an operational realignment of certain support functions to corporate and lower incentive costs attributed to a decline in network broadcast revenue. These decreases were offset by higher ~~broadcast~~trade and barter expenses which grew in line with the related revenue.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended September 30, 2022 as compared to depreciation and amortization expense for the three months ended September 30, 2021 increased $0.8 million, or 6.1%, as ~~compared to depreciation expense for~~a result of additional fixed assets placed into service and additional amortization from an asset acquisition in the ~~three months ended September 30, 2020 remained generally consistent period over period.~~third quarter of 2021.

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Local Marketing Agreement Fees

Local marketing agreements ("LMA") are those agreements under which one party programs a radio station on behalf of another party. LMA fees for the three months ended September 30, ~~2021~~2022 compared to LMA fees for the three months ended September 30, ~~2020~~2021 decreased $0.4 million, or 96.5%, as the Company ~~ceased programming~~ended the LMA for ~~KESN-FM in October 2020.~~KQOB-FM on December 31, 2021.

Corporate Expenses

Corporate expenses consist primarily of compensation and related costs for our executive, accounting, finance, human resources, information technology and legal personnel, and fees for professional services. Professional services are principally comprised of audit, consulting and outside legal services. Corporate expenses also include restructuring costs and stock-based compensation expense. Corporate expenses for the three months ended September 30, ~~2021~~2022 compared to corporate expenses for the three months ended September 30, ~~2020~~2021 decreased $1.5 million, or 9.7%. Corporate expenses decreased primarily as a result of lower ~~restructuring~~incentive compensation, professional fees, and ~~consulting expenses.~~employee benefit costs. These decreases were ~~mostly~~partially offset by higher ~~personnel~~salary costs including incentive and stock-based compensation expense which were driven by Company performance and temporary cost-saving actions implemented during 2020 that did not recur in 2021, and increased legal fees.resulting from an operational realignment of certain support functions to corporate.

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

The ~~gain~~loss on sale or disposal of assets or stations for the three months ended September 30, ~~2021 of $20.2 million~~2022 was primarily ~~driven by~~related to fixed asset disposals.

For the three months ended September 30, 2021, the Company recognized a $20.8 million gain on the sale of certain land, a single-story building and certain related equipment in the Company's Nashville, TN market ("Nashville Sale") to a third party.

The loss on sale or disposal of assets or stations for the three months ended September 30, 2020 of $1.9 million was primarily driven by fixed asset dispositions related to the exit of certain facilities.

Interest Expense

Total interest expense for the three months ended September 30, ~~2021, increased~~2022, decreased $0.7 million, or 4.2%, when compared to the total interest expense for the three months ended September 30, ~~2020.~~2021. The below table details the components of our interest expense by debt instrument (dollars in thousands):

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									Three Months Ended September 30,
		Three Months Ended September 30, 2021		Three Months Ended September 30, 2020		$ Change			2022		2021		$ Change
Term Loan due 2026	Term Loan due 2026	$	4,324	$	6,413	$	(2,089)	Term Loan due 2026	$	4,629	$	4,324	$	305
6.75% Senior Notes	6.75% Senior Notes	7,589		8,438		(849)		6.75% Senior Notes	6,741		7,589		(848)
2020 Revolving Credit Facility		—		279		(279)

Financing liabilities	Financing liabilities	3,489		116		3,373		Financing liabilities	3,668		3,489		179
Other, including debt issuance cost amortization and write-off	Other, including debt issuance cost amortization and write-off	785		684		101		Other, including debt issuance cost amortization and write-off	469		785		(316)
Interest expense	Interest expense	$	16,187	$	15,930	$	257	Interest expense	$	15,507	$	16,187	$	(680)

Income Tax Expense

For the three months ended September 30, 2022, the Company recorded an income tax expense of $4.6 million on pre-tax book income of $13.2 million, resulting in an effective tax rate of approximately 35.1%. For the three months ended September 30, 2021, the Company recorded an income tax expense of $3.7 million on pre-tax book income of $31.1 million, resulting in an effective tax rate of approximately 11.8%. For the three months ended September 30, 2020, the Company recorded an income tax benefit of $5.1 million on pre-tax book loss of $20.9 million, resulting in an effective tax rate of approximately 24.3%.

The difference between the effective tax rate and the federal statutory rate of 21.0% for the three ~~months~~month period ended September 30, 2022, primarily relates to state and local income taxes and the effect of certain statutory non-deductible expenses.

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

Adjusted EBITDA

As a result of the factors described above, Adjusted EBITDA of $46.6 million for the three months ended September 30, 2022, compared to the Adjusted EBITDA of $45.8 million for the three months ended September 30, 2021, ~~compared to the Adjusted EBITDA for the three months ended September 30, 2020, increased.~~increased approximately $0.7 million.

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Nine Months Ended September 30, ~~2021~~2022 compared to the Nine Months Ended September 30, ~~2020~~2021

Net Revenue

Net revenue for the nine months ended September 30, ~~2021,~~2022, compared to net revenue for the nine months ended September 30, ~~2020,~~2021, increased ~~as national~~$38.1 million, or 5.7%. Other revenue increased $20.4 million, of which $12.1 million was from higher barter, event and ~~local broadcast advertising revenue strengthened~~remote revenues which continued to rebound from COVID-19 economic ~~recovery. In addition, digital~~recovery and $8.3 million was the result of a fee received from the early termination of a revenue agreement. Spot broadcast revenue grew $19.9 million from local and national advertising which were strengthened by COVID-19 economic recovery and higher political revenue driven by election cycle seasonality. Digital advertising revenue increased ~~which was driven by growth in~~$12.8 million from increased podcasting, higher digital marketing services and expansion of streaming ~~and podcasting. Higher trade and remote/event revenue resulted from the return of sporting and other events in 2021 that were canceled or postponed in 2020 because of COVID-19.~~activity. These increases were ~~slightly~~partially offset by $15.0 million of lower ~~political~~network advertising revenue resulting primarily from ~~election cycle seasonality.~~current macroeconomic conditions.

Content Costs

Content costs consist of all costs related to the licensing, acquisition and development of our programming. Content costs for the nine months ended September 30, ~~2021,~~2022, compared to content costs for the nine months ended September 30, ~~2020, increased~~2021, decreased $2.5 million, or 1.0%. Content costs decreased primarily ~~as a result of higher~~from lower broadcast rights ~~fees associated with the return of sporting events in 2021, higher revenue share costs driven by increased revenue~~resulting from renewed contracts and ~~an increase in digital advertising costs attributed to digital growth.~~lower personnel costs. These ~~increases~~decreases were partially offset by ~~lower spend on third-party station inventory, lower personnel~~higher digital 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.which grew in line with digital advertising revenue.

Selling, General & Administrative Expenses

Selling, general and administrative expenses consist of expenses related to our sales efforts and distribution of our content across our platform and overhead in our markets. Selling, general and administrative expenses for the nine months ended September 30, ~~2021,~~2022, compared to selling, general and administrative expenses for the nine months ended September 30, ~~2020,~~2021, increased $9.0 million, or 3.2%. Selling, general and administrative expenses increased primarily from ~~higher incentive accruals, based on revenue growth~~trade, remote, event, and ~~improved Company performance, and higher trade~~talent expenses ~~primarily~~ related to the continued return of sporting and other events, ~~in 2021 that were canceled or postponed in 2020 because of COVID-19.~~higher bad debt expense and higher local and digital commission expenses driven by local and digital advertising revenue growth. These increases were partially offset by a reduction of selling, general and administrative expenses resulting from an operational realignment of certain support functions to corporate and lower ~~bad debt expense and a decrease in bank fees.~~

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incentive compensation.

Depreciation and Amortization

Depreciation and amortization expense for the nine months ended September 30, 2022 as compared to depreciation and amortization expense for the nine months ended September 30, 2021 increased $1.6 million, or 4.0%, as ~~compared to depreciation expense for~~a result of additional amortization from an asset acquisition in the ~~nine months ended September 30, 2020, remained generally consistent period over period.~~third quarter of 2021.

Local Marketing Agreement Fees

Local marketing agreements ("LMA") are those agreements under which one party programs a radio station on behalf of another party. LMA fees for the nine months ended September 30, ~~2021,~~2022 compared to LMA fees for the nine months ended September 30, ~~2020,~~2021 decreased $1.0 million or 97.1% as the Company ~~ceased programming~~ended the LMA for ~~KESN-FM in October 2020.~~KQOB-FM on December 31, 2021.

Corporate Expenses

Corporate expenses consist primarily of compensation and related costs for our executive, accounting, finance, human resources, information technology and legal personnel, and fees for professional services. Professional services are principally comprised of audit, consulting and outside legal services. Corporate expenses also include restructuring costs and stock-based compensation expense. Corporate expenses for the nine months ended September 30, ~~2021,~~2022 compared to corporate expenses for the nine months ended September 30, ~~2020, increased~~2021 decreased $7.0 million or 12.6%. The decrease was primarily ~~as a~~the result of ~~higher personnel costs, including incentive and stock-based compensation expense, driven by Company performance and temporary cost-saving actions implemented during 2020 that did not recur~~a legal settlement with the NCAA in 2021, lower incentive compensation, and ~~a legal settlement. These increases~~lower employee benefit costs, which were partially offset by ~~lower restructuring expense.~~higher salary costs resulting from an operational realignment of certain support functions to corporate.

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

The gain on sale or disposal of assets or stations for the nine months ended September 30, ~~2021 of $20.7 million~~2022 was primarily driven by insurance proceeds received from hurricane damage and the sale of certain assets and stations which were partially offset by fixed asset dispositions and the surrender of a broadcast license.

For the nine months ended September 30, 2021, the Company recognized a $20.8 million gain on the Nashville Sale and insurance proceeds received for 2020 hurricane damage which were slightly offset by fixed asset dispositions.

~~The loss on sale or disposal~~

Table of assets or stations for the nine months ended of September 30, 2020 of $7.5 million was primarily a result of the sale of the DC Land, fixed asset dispositions related to the exit of certain facilities and the WABC sale.Contents

~~Impairment of Intangible Assets~~

~~Impairment of intangible assets for the nine months ended September 30, 2020 of approximately $4.5 million resulted from the interim impairment test of our FCC licenses in the second quarter of 2020.~~

Interest Expense

Total interest expense for the nine months ended September 30, ~~2021, increased~~2022, decreased $4.3 million, or 8.4%, when compared to the total interest expense for the nine months ended September 30, ~~2020.~~2021. The below table details the components of our interest expense by debt instrument (dollars in thousands):


									Nine Months Ended September 30,
		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020		$ Change			2022		2021		$ Change
Term Loan due 2026	Term Loan due 2026	$	15,029	$	19,961	$	(4,932)	Term Loan due 2026	$	12,996	$	15,029	$	(2,033)
6.75% Senior Notes	6.75% Senior Notes	22,868		25,312		(2,444)		6.75% Senior Notes	21,699		22,868		(1,169)
2020 Revolving Credit Facility	2020 Revolving Credit Facility	274		611		(337)		2020 Revolving Credit Facility	—		274		(274)

Financing liabilities	Financing liabilities	10,583		363		10,220		Financing liabilities	11,066		10,583		483
Other, including debt issuance cost amortization and write-off	Other, including debt issuance cost amortization and write-off	3,073		2,730		343		Other, including debt issuance cost amortization and write-off	1,727		3,073		(1,346)
Interest expense	Interest expense	$	51,827	$	48,977	$	2,850	Interest expense	$	47,488	$	51,827	$	(4,339)

Income Tax Expense

For the nine months ended September 30, 2022, the Company recorded an income tax expense of $8.3 million on pre-tax book income of $24.6 million, resulting in an effective tax rate of approximately 33.8%. For the nine months ended September 30, 2021, the Company recorded an income tax expense of $0.1 million on pre-tax book loss of $0.3 million, resulting in an effective tax rate of approximately (18.9)%. For the nine months ended September 30, 2020, the Company recorded an income tax benefit of $18.6 million on pre-tax book loss of $78.1 million, resulting in an effective tax rate of approximately 23.8%.

The difference between the effective tax rate and the federal statutory rate of 21.0% for the nine ~~months~~month period ended September 30, 2022 primarily relates to state and local income taxes and the effect of certain statutory non-deductible expenses.

The difference between the effective tax rate and the federal statutory rate of 21.0% for the nine month period ended September 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.

~~Table of Contents~~

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

Adjusted EBITDA

As a result of the factors described above, Adjusted EBITDA of $123.3 million for the nine months ended September 30, 2022, compared to the Adjusted EBITDA of $91.6 million for the nine months ended September 30, 2021, ~~compared to the Adjusted EBITDA for the nine months ended September 30, 2020, increased.~~increased $31.6 million.

Reconciliation of Non-GAAP Financial Measure

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

Three Months Ended September 30, 2021 Three Months Ended September 30, 2020
GAAP net income (loss) $ 27,448 $ (15,803)
Income tax expense (benefit) 3,668 (5,082)
Non-operating expenses, including net interest expense 16,692 15,942
Local marketing agreement fees 373 984
Depreciation and amortization 13,223 13,151
Stock-based compensation expense 1,372 861
(Gain) loss on sale or disposal of assets or stations (20,197) 1,930
Restructuring costs 2,474 8,168
Non-routine legal expenses 589 —
Franchise taxes 186 180
Adjusted EBITDA $ 45,828 $ 20,331


		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020			Three Months Ended September 30,
GAAP net loss		$	(360)	$	(59,470)
Income tax expense (benefit)		57		(18,603)
							2022		2021
GAAP net income						GAAP net income	$	8,540	$	27,448
Income tax expense						Income tax expense	4,624		3,668
Non-operating expenses, including net interest expense	Non-operating expenses, including net interest expense	52,157		49,047		Non-operating expenses, including net interest expense	15,538		16,692
Local marketing agreement fees	Local marketing agreement fees	1,062		3,037		Local marketing agreement fees	13		373
Depreciation and amortization	Depreciation and amortization	39,796		39,063		Depreciation and amortization	14,034		13,223
Stock-based compensation expense	Stock-based compensation expense	3,787		2,565		Stock-based compensation expense	1,518		1,372
(Gain) loss on sale or disposal of assets or stations		(20,659)		7,513
Loss (gain) on sale or disposal of assets or stations						Loss (gain) on sale or disposal of assets or stations	41		(20,197)

Impairment of intangible assets		—		4,509

Gain on early extinguishment of debt						Gain on early extinguishment of debt	(279)		—
Restructuring costs	Restructuring costs	6,948		13,431		Restructuring costs	2,297		2,474
Non-routine legal expenses	Non-routine legal expenses	8,216		—		Non-routine legal expenses	59		589
Franchise taxes	Franchise taxes	613		589		Franchise taxes	182		186
Adjusted EBITDA	Adjusted EBITDA	$	91,617	$	41,681	Adjusted EBITDA	$	46,567	$	45,828

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	Nine Months Ended September 30,
	2022		2021
GAAP net income (loss)	$	16,289	$	(360)
Income tax expense	8,331		57
Non-operating expenses, including net interest expense	47,572		52,157
Local marketing agreement fees	31		1,062
Depreciation and amortization	41,403		39,796
Stock-based compensation expense	4,712		3,787
Gain on sale or disposal of assets or stations	(1,085)		(20,659)


Gain on early extinguishment of debt	(1,876)		—
Restructuring costs	6,819		6,948
Non-routine legal expenses	523		8,216
Franchise taxes	546		613
Adjusted EBITDA	$	123,265	$	91,617

Liquidity and Capital Resources

As of September 30, ~~2021,~~2022, we had ~~$152.9~~$118.1 million of cash and cash equivalents. The Company generated cash from operating activities of ~~$33.2~~$54.5 million and ~~$61.2~~$33.2 million for the nine months ended September 30, ~~2021,~~2022, and September 30, ~~2020,~~2021, respectively.

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

Although ~~there is uncertainty related~~our cash flows from operations are subject to a number of risks and uncertainties, we anticipate that our cash on hand, future cash expected to be generated from operations, borrowings from time to time under the ~~anticipated impact of~~Refinanced Credit Agreement (or any such other credit facility as may be in place at the ~~COVID-19 pandemic on the Company's future results, we believe~~appropriate time) and, potentially, external equity or debt financing, will be sufficient to fund our ~~business model, our current cash reserves~~operations, any debt service obligations, estimated capital expenditures, and the recent steps we have taken to strengthen our balance 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, Nashville Sale, and the PPP Loans, will help us manage our business and anticipated liquidity needs. share or debt repurchases.

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

Refinanced Credit Agreement

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

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2020 Revolving Credit Agreement

On March 6, 2020, we entered into a $100.0 million Revolving Credit Facility pursuant to the 2020 Revolving Credit Agreement and replaced our 2018 Revolving Credit Agreement. On June 3, 2022, we entered into an amendment (the "Amendment") to our 2020 Revolving Credit Agreement to, among other things, (i) extended the maturity date of all borrowings under the 2020 Revolving Credit Facility to June 3, 2027, provided, that if any of the Company’s indebtedness with an aggregate principal amount in excess of $35.0 million is outstanding on the date that is 90 days prior to the stated maturity of such indebtedness (each such date, a "Springing Maturity Date"), then the maturity date of all borrowings under the 2020 Revolving Credit Facility will instead be such Springing Maturity Date, and (ii) modify certain terms of the 2020 Revolving Credit Facility to replace the relevant benchmark provisions from the London Interbank Offered Rate to the Secured Overnight Financing Rate. Except as modified by the Amendment, the existing terms of the 2020 Revolving Credit Agreement remained in effect. See Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 4 — Long-Term Debt," for further discussion of our 2020 Revolving Credit Agreement.

6.75% Senior Notes

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

Share Repurchase Program

~~Table~~On May 3, 2022, the Board of ~~Contents~~

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

~~PPP Loans~~

~~Certain subsidiaries~~Under the share repurchase authorization, on May 6, 2022, the Company commenced a modified Dutch tender offer to purchase up to $25.0 million of shares of its Class A common stock at a price not greater than $16.50 and not less than $14.50 per share of Class A common stock, to the tendering shareholder in cash, less any applicable withholding taxes and without interest (the "Offer"). The Offer expired on June 3, 2022. Through the Offer, the Company accepted for payment a total of 1,724,137 shares of the Company's Class A Common stock at a purchase price of $14.50 per share, for an aggregate cost of approximately $25.0 million, excluding fees and expenses. Additionally, the Company ~~have received unsecured loans~~commenced open market purchases beginning in the third quarter of 2022. The Company repurchased 415,063 shares of our outstanding Class A common stock in the open market at an average purchase price of $9.43 per share for an aggregate cost of approximately $3.9 million, excluding fees and expenses.

Shares repurchased were accounted for as treasury stock and the total cost of shares repurchased was recorded as a reduction of stockholder's equity in the unaudited condensed consolidated balance sheet. Subsequent to the open market purchases, $21.1 million of the Company's outstanding Class A common stock remained available for repurchase under the ~~PPP in an aggregate principal amount~~share repurchase program as 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.September 30, 2022.

Cash Flows Provided by Operating Activities


							Nine Months Ended September 30,
		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020			2022		2021
(Dollars in thousands)	(Dollars in thousands)					(Dollars in thousands)
Net cash provided by operating activities	Net cash provided by operating activities	$	33,219	$	61,237	Net cash provided by operating activities	$	54,516	$	33,219

Net cash provided by operating activities for the nine months ended September 30, ~~2021~~2022 compared to the nine months ended September 30, ~~2020 decreased~~2021 increased primarily as a result of ~~the impact~~improved operating results.

Table of ~~COVID-19 on sales, which was partially offset by increased net income.~~Contents

Cash Flows (Used in) Provided by Investing Activities


							Nine Months Ended September 30,
		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020			2022		2021
(Dollars in thousands)	(Dollars in thousands)					(Dollars in thousands)
Net cash provided by investing activities		$	5,375	$	68,774
Net cash used in investing activities						Net cash used in investing activities	$	(14,797)	$	5,375

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

For the nine months ended September 30, 2021, net cash provided by investing activities consists primarily of proceeds from the Nashville Sale which were mostly offset by capital expenditures and the purchase of affiliate advertising relationships.

Cash Flows Used in Financing Activities


	Nine Months Ended September 30,
	2022		2021
(Dollars in thousands)
Net cash used in financing activities	$	(98,598)	$	(157,438)

For the nine months ended September 30, ~~2020,~~2022, net cash ~~provided by investing~~used in financing activities ~~includes~~primarily relates to the ~~proceeds received from~~repurchase of $52.6 million principal amount of 6.75% Senior Notes for $50.7 million, the ~~DC Land~~purchase of $28.9 million of treasury stock and ~~WABC sales partially offset by capital expenditures.~~

a $12.5 million required Excess Cash ~~Flows (Used in) Provided by Financing Activities~~

Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020
(Dollars in thousands)
Net cash (used in) provided by financing activities $ (157,438) $ 206,704
Flow payment (as defined in the Term Loan due 2026).

For the nine months ended September 30, 2021, net cash used in financing activities is primarily ~~comprised of~~relates to the total $115.0 million mandatory prepayments required by the terms of the Company's debt agreements from the proceeds of the sale of land in Bethesda, MD, and sale of substantially all of the Company's broadcast communications tower sites and certain other related assets after giving effect to a right of reinvestment and a $60.0 million voluntary pay down of the total amount previously outstanding under the 2020 Revolving Credit Agreement. These payments 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 nine months ended September 30, 2020, net cash provided by financing activities primarily reflects $202.3 million of cash received from the Tower Sale, after transaction costs and closing adjustments, and $60.0 million of proceeds received from borrowings under the 2020 Revolving Credit Agreement partially offset by the $49.0 million pay down required at closing of the Tower Sale and principal payments on the Term Loan due 2026.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, ~~2021.~~2022.

Critical Accounting Policies and Estimates

For a description of our critical accounting policies and estimates, see our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021. Our critical accounting policies and estimates have not changed materially during the nine months ended September 30, ~~2021.~~

2022.

~~Table of Contents~~

Item 4. Controls and Procedures

We maintain a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, the "Exchange Act") designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such disclosure controls and procedures are designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including, our President and Chief Executive Officer ("CEO") and Executive Vice President and Chief Financial Officer ("CFO") the principal executive and principal financial officers, respectively, as appropriate, to allow timely decisions regarding required disclosure. At the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the CEO and CFO have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, ~~2021.~~2022.

There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)) during the three months ended September 30, ~~2021~~2022 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

In August 2015, the Company was named as a defendant in ~~two~~2 separate putative class action lawsuits relating to its use and public performance of certain sound recordings fixed prior to February 15, 1972 (the "Pre-1972 Recordings"). The first suit, ABS Entertainment, Inc., et. al. v, Cumulus Media Inc., was filed in the U.S. District Court for the Central District of California and alleged, among other things, copyright infringement under California state law, common law conversion, misappropriation and unfair business practices. On December 11, 2015, this suit was dismissed without prejudice. The second suit, ABS Entertainment, Inc., v. Cumulus Media Inc., was filed in the U.S. District Court for the Southern District of New York and claimed, among other things, common law copyright infringement and unfair competition. The New York lawsuit was stayed pending an appeal before the Second Circuit involving unrelated third parties over whether the owner of a Pre-1972 Recording holds an exclusive right to publicly perform that recording under New York common law. On December 20, 2016, the New York Court of Appeals held that New York common law does not recognize a right of public performance for owners of pre-1972 Recordings. As a result of that case (to which Cumulus Media Inc. was not a party) the New York case against Cumulus Media Inc., was voluntarily dismissed by the plaintiffs on April 3, 2017. On October 11, 2018, President Trump signed the Orrin G. Hatch-Bob Goodlatte Music Modernization Act (the "Music Modernization Act") into law, which, among other things, provides new federal rights going forward for owners of pre-1972 Recordings. The question of whether public performance rights existed for Pre-1972 recordings under state law prior to the enactment of the new Music Modernization Act was, until recently, still being litigated by other parties in California. On August 23, 2021, the Ninth Circuit held in the matter of Flo & Eddie, Inc. v. Sirius XM Radio Inc., Case No. 17-55844, that no such public performance right exists under California law. But those plaintiffs continue to litigate a separate case, Flo & Eddie, Inc. v. Pandora Media, LLC, which is pending in the Central District of California (2:14-cv-07648-PSG-GJS). Pandora attempted to dismiss the lawsuit under California’s anti-SLAPP statute, claiming that its broadcast of Pre-1972 recordings constituted speech on an issue of public interest and that Flo & Eddie’s claims have no merit. The district court denied the motion on the ground that the anti-SLAPP statute did not cover Pandora’s conduct, and the Ninth Circuit affirmed the denial (No. 20-56134). Following the Ninth Circuit’s direction to consider expedited motion practice on the validity of Flo & Eddie’s claims given the Ninth Circuit’s decision in the Sirius XM Radio case, the district court set a schedule for Pandora to file a motion for summary judgement, which is not likely to be decided until Q1 2023 at the earliest. The Company is not a party to that case and ~~because of the possibility of further appeal to the US Supreme Court,~~ is not yet able to determine what effect that proceeding will have, if any, on its financial position, results of operations or cash flows.

On February 24, 2020, ~~two~~2 individual plaintiffs filed a putative class action lawsuit against the Company in the U.S. District Court for the Northern District of Georgia alleging claims regarding the Cumulus Media Inc. 401(k) Plan (the "Plan"). The case alleges that the Company breached its fiduciary duties under the Employee Retirement Income Security Act of 1974 ~~(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. On October 15, 2021, the Court entered an order granting the Company’s motion and dismissing all remaining claims. ~~Plaintiffs have certain~~On November 12, 2021, one of the plaintiffs filed a notice of appeal ~~rights under federal law with respect~~ to the ~~October 15, 2021 order.~~U.S. Court of Appeals for the Eleventh Circuit. The Company intends to vigorously defend itself in ~~any such~~the appeal. The October 15, 2021 order and/or the pending appeal may not foreclose other parties from asserting similar claims against the Company. The Company is currently unable to reasonably estimate what effect the ultimate outcome might have, if any, on its financial position, results of operations or cash flows.

~~Table of Contents~~

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.

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

Item 1A. Risk Factors

Please refer to Part I, Item 1A, "Risk Factors," in our ~~2020~~2021 Form 10-K for information regarding known material risks that could materially affect our business, financial condition or future results. Additional factors not presently known to the Company, or that the Company does not currently believe to be material, may also cause actual results to differ materially from expectations.

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Item 5.2. ~~Other Information~~Unregistered Sales of Equity Securities and Use of Proceeds

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


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) (2)
July 1 - 31, 2022	—	$	—	—	$	25,000
August 1 - 31, 2022	187,342	9.33		187,342	23,252
September 1 - 30, 2022	227,721	9.51		227,721	21,086
Total (3)	415,063	$	9.43	415,063	$	21,086

(1) On ~~August~~May 3, ~~2021,~~2022, the Board of Directors authorized a share repurchase program for up to $50.0 million of outstanding Class A common stock. The share repurchase authorization expires November 3, 2023. Purchases made pursuant to the program may be made from time to time, at the Company’s discretion, in the open market, through privately negotiated transactions or through other manners as permitted by federal securities laws including, but not limited to, 10b5-1 trading plans, accelerated stock repurchase programs and tender offers. The specific timing, manner, price and amount of any repurchases will be determined by the Company and may be subject to economic and market conditions, stock price, applicable legal requirements and other factors.

(2) The Company's remaining outstanding Class A common stock available for repurchase under the share repurchase authorization excludes fees and expenses.

(3) Under the share repurchase authorization, during the three months ended September 30, 2022, the Company repurchased 415,063 shares of our outstanding Class A common stock in the open market at an average purchase price of $9.43 per share for an aggregate cost of approximately $3.9 million, excluding fees and expenses. Subsequent to the open market purchases, $21.1 million of the ~~Company approved an amendment and restatement of~~Company's outstanding Class A common stock remained available for repurchase under the ~~bylaws of the Company (the "Amended Bylaws"), effective~~share repurchase program as of ~~such date.~~September 30, 2022.

The Amended Bylaws, among other matters, (1) revise procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at meetings of stockholders, (2) provide that the chair of a stockholder meeting may adjourn any such meeting whether or not there is a quorum present, (3) establish that special meetings of the Board of Directors may be called by the Chair of the Board of Directors or by a majority of the 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 be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 6. Exhibits



~~3.1~~10.1						~~Second Amended~~Fifth Amendment to the ABL Credit Agreement, dated as of June 3, 2022, entered into by and ~~Restated Bylaws of~~among Cumulus Media Intermediate Inc., Cumulus Media New Holdings Inc. ("Holdings"), each of the restricted subsidiaries of Holdings signatory thereto, Fifth Third Bank, National Association, as the administrative agent for the lenders and collateral agent for the secured parties, and the other lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on June 8, 2022)

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

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

32.1						Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

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

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

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

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

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase ~~Document.~~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.~~Cumulus Media Inc.

~~November 3, 2021~~October 28, 2022	By:	/s/ Francisco J. Lopez-Balboa
		Francisco J. Lopez-Balboa
		Executive Vice President, Chief Financial Officer


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of September 30, ~~2021~~2022 and December 31, ~~2020~~2021			3
Condensed Consolidated Statements of Operations For the Three and Nine Months Ended September 30, ~~2021~~2022 and ~~2020~~2021			4
Condensed Consolidated Statements of Stockholders’ Equity For the Nine Months Ended September 30, ~~2021~~2022 and ~~2020~~2021			5
Condensed Consolidated Statements of Cash Flows For the Nine Months Ended September 30, ~~2021~~2022 and ~~2020~~September 30, 2021			7
Notes to Condensed Consolidated Financial Statements			8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			18
Item 4. Controls and Procedures			27
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			28
Item 1A. Risk Factors			2928


Item 6. Exhibits			29


Signatures			30


	Three Months Ended September 30, 2021		Three Months Ended September 30, 2020
Advertising revenues	$	233,816	$	192,823
Non-advertising revenues	3,900		3,562
Total revenue	$	237,716	$	196,385


	Three Months Ended September 30, 2021		Three Months Ended September 30, 2020
Basic Income (Loss) Per Share
Numerator:
Undistributed net income (loss) from operations	$	27,448	$	(15,803)



Basic net income (loss) attributable to common shares	$	27,448	$	(15,803)
Denominator:
Basic weighted average shares outstanding	20,508		20,340
Basic undistributed net income (loss) per share attributable to common shares	$	1.34	$	(0.78)

Diluted Income (Loss) Per Share
Numerator:
Undistributed net income (loss) from operations	$	27,448	$	(15,803)



Diluted net income (loss) attributable to common shares	$	27,448	$	(15,803)
Denominator:
Basic weighted average shares outstanding	20,508		20,340

Effect of dilutive options and restricted share units	209		—
Diluted weighted average shares outstanding	20,717		20,340
Diluted undistributed net income (loss) per share attributable to common shares	$	1.32	$	(0.78)


	Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020
Basic Loss Per Share
Numerator:
Undistributed net loss from operations	$	(360)	$	(59,470)



Basic net loss attributable to common shares	$	(360)	$	(59,470)
Denominator:
Basic weighted average shares outstanding	20,468		20,299
Basic undistributed net loss per share attributable to common shares	$	(0.02)	$	(2.93)

Diluted Loss Per Share
Numerator:
Undistributed net loss from operations	$	(360)	$	(59,470)



Diluted net loss attributable to common shares	$	(360)	$	(59,470)
Denominator:
Basic weighted average shares outstanding	20,468		20,299


Diluted weighted average shares outstanding	20,468		20,299
Diluted undistributed net loss per share attributable to common shares	$	(0.02)	$	(2.93)