UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)


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

For the quarterly period ended June 30, ~~2022~~2023


☐			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~~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.)

780 Johnson Ferry Road NE

Suite 500

Atlanta,

30342

(Address of Principal Executive Offices)

(ZIP Code)

(404) 949-0700

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 (§232.405 of this chapter) 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

☑

Non-accelerated Filer

Smaller Reporting Company

☑

Emerging Growth Company

If an emerging growth 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 July ~~27, 2022,~~21, 2023, the registrant had ~~19,022,324~~16,466,360 outstanding shares of common stock consisting of: ~~(i) 18,113,514~~16,154,319 shares of Class A common ~~stock; (ii) 908,810~~stock and 312,041 shares of Class B common ~~stock, and no warrants issued and outstanding.~~stock.

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Cumulus Media Inc.

INDEX


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022			3
Condensed Consolidated Statements of Operations For the Three and Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022			4
Condensed Consolidated Statements of Stockholders’ Equity For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022			5
Condensed Consolidated Statements of Cash Flows For the Six Months Ended June 30, ~~2022~~2023 and ~~June 30, 2021~~2022			6
Notes to Condensed Consolidated Financial Statements			7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			1618
Item 3. Quantitative and Qualitative Disclosures about Market Risk			27
Item 4. Controls and Procedures			2527
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			2527
Item 1A. Risk Factors			2628


Item 6. Exhibits			2729


Signatures			2830

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Cumulus Media Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


Dollars in thousands (except for share data)	Dollars in thousands (except for share data)	June 30, 2022		December 31, 2021		Dollars in thousands (except for share data)	June 30, 2023		December 31, 2022
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	108,694	$	177,028	Cash and cash equivalents	$	92,420	$	107,433

Accounts receivable, less allowance for doubtful accounts of $5,901 and $5,816 at June 30, 2022 and December 31, 2021, respectively		188,802		196,934
Accounts receivable, less allowance for doubtful accounts of $6,390 and $5,936 at June 30, 2023 and December 31, 2022, respectively						Accounts receivable, less allowance for doubtful accounts of $6,390 and $5,936 at June 30, 2023 and December 31, 2022, respectively	167,013		210,254
Trade receivable	Trade receivable	2,370		1,898		Trade receivable	2,659		2,044

Prepaid expenses and other current assets	Prepaid expenses and other current assets	36,334		30,656		Prepaid expenses and other current assets	24,904		25,540
Total current assets	Total current assets	336,200		406,516		Total current assets	286,996		345,271
Property and equipment, net	Property and equipment, net	185,935		191,520		Property and equipment, net	186,726		190,107
Operating lease right-of-use assets	Operating lease right-of-use assets	138,819		142,937		Operating lease right-of-use assets	122,922		135,236
Broadcast licenses	Broadcast licenses	823,137		823,905		Broadcast licenses	806,237		807,544
Other intangible assets, net	Other intangible assets, net	127,146		138,390		Other intangible assets, net	104,864		115,751
Deferred income tax assets	Deferred income tax assets	5,441		6,356		Deferred income tax assets	6,560		5,972
Other assets	Other assets	7,534		7,758		Other assets	9,232		9,150
Total assets	Total assets	$	1,624,212	$	1,717,382	Total assets	$	1,523,537	$	1,609,031
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	$	99,912	$	109,669	Accounts payable and accrued expenses	$	103,218	$	114,826
Current portion of operating lease liabilities	Current portion of operating lease liabilities	28,512		28,395		Current portion of operating lease liabilities	27,778		27,970
Trade payable	Trade payable	2,924		1,750		Trade payable	3,595		2,812

Total current liabilities	Total current liabilities	131,348		139,814		Total current liabilities	134,591		145,608

Term loan due 2026, net of debt issuance costs of $2,071 and $2,404 at June 30, 2022 and December 31, 2021, respectively		341,660		353,836
6.75% senior notes, net of debt issuance costs of $3,702 and $4,607 at June 30, 2022 and December 31, 2021, respectively		396,170		445,088
Term loan due 2026, net of debt issuance costs of $1,508 and $1,785 at June 30, 2023 and December 31, 2022, respectively						Term loan due 2026, net of debt issuance costs of $1,508 and $1,785 at June 30, 2023 and December 31, 2022, respectively	333,194		336,667
6.75% senior notes, net of debt issuance costs of $2,486 and $3,138 at June 30, 2023 and December 31, 2022, respectively						6.75% senior notes, net of debt issuance costs of $2,486 and $3,138 at June 30, 2023 and December 31, 2022, respectively	343,759		377,789
Operating lease liabilities	Operating lease liabilities	123,254		125,638		Operating lease liabilities	116,277		119,925
Financing liabilities, net	Financing liabilities, net	216,317		219,649		Financing liabilities, net	209,575		212,993
Other liabilities	Other liabilities	11,722		13,860		Other liabilities	6,214		6,991

Deferred income tax liabilities						Deferred income tax liabilities	653		653
Total liabilities	Total liabilities	1,220,471		1,297,885		Total liabilities	1,144,263		1,200,626
Commitments and contingencies (Note 9)		0		0
Commitments and contingencies (Note 10)						Commitments and contingencies (Note 10)
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Class A common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 20,224,460 and 18,789,029 shares issued; 18,113,514 and 18,558,719 shares outstanding at June 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 June 30, 2022 and December 31, 2021, respectively		—		—
Treasury stock, at cost, 2,110,946 and 230,310 shares at June 30, 2022 and December 31, 2021, respectively		(29,676)		(2,977)
Class A common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 21,373,055 and 20,852,749 shares issued; 16,154,319 and 17,925,010 shares outstanding at June 30, 2023 and December 31, 2022, respectively						Class A common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 21,373,055 and 20,852,749 shares issued; 16,154,319 and 17,925,010 shares outstanding at June 30, 2023 and December 31, 2022, respectively	—		—
Convertible Class B common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 312,041 shares issued and outstanding at June 30, 2023 and December 31, 2022						Convertible Class B common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 312,041 shares issued and outstanding at June 30, 2023 and December 31, 2022	—		—
Treasury stock, at cost, 5,218,736 and 2,927,739 shares at June 30, 2023 and December 31, 2022, respectively						Treasury stock, at cost, 5,218,736 and 2,927,739 shares at June 30, 2023 and December 31, 2022, respectively	(45,747)		(36,533)
Additional paid-in-capital	Additional paid-in-capital	345,427		342,233		Additional paid-in-capital	351,080		348,462
Retained earnings	Retained earnings	87,990		80,241		Retained earnings	73,941		96,476
Total stockholders’ equity	Total stockholders’ equity	403,741		419,497		Total stockholders’ equity	379,274		408,405
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	1,624,212	$	1,717,382	Total liabilities and stockholders’ equity	$	1,523,537	$	1,609,031

See accompanying notes to the unaudited condensed consolidated financial statements.

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Cumulus Media Inc.

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 June 30,				Six Months Ended June 30,				Dollars in thousands (except for share and per share data)	Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Net revenue	Net revenue	$	236,741	$	224,718	$	468,773	$	426,446	Net revenue	$	210,136	$	236,741	$	415,828	$	468,773
Operating expenses:	Operating expenses:									Operating expenses:
Content costs	Content costs	83,184		82,882		174,509		173,030		Content costs	73,533		83,184		162,199		174,509
Selling, general and administrative expenses	Selling, general and administrative expenses	96,835		93,063		192,127		183,161		Selling, general and administrative expenses	94,401		96,835		188,702		192,127
Depreciation and amortization	Depreciation and amortization	13,815		13,163		27,369		26,573		Depreciation and amortization	15,146		13,815		29,830		27,369
Local marketing agreement fees		13		193		18		689
Corporate expenses	Corporate expenses	15,819		22,971		33,983		39,409		Corporate expenses	24,107		15,832		38,122		34,001
Gain on sale or disposal of assets or stations	Gain on sale or disposal of assets or stations	(15)		(179)		(1,126)		(462)		Gain on sale or disposal of assets or stations	(272)		(15)		(7,281)		(1,126)

Total operating expenses	Total operating expenses	209,651		212,093		426,880		422,400		Total operating expenses	206,915		209,651		411,572		426,880
Operating income	Operating income	27,090		12,625		41,893		4,046		Operating income	3,221		27,090		4,256		41,893
Non-operating expense:	Non-operating expense:									Non-operating expense:
Interest expense	Interest expense	(16,116)		(18,091)		(31,981)		(35,640)		Interest expense	(17,940)		(16,116)		(35,606)		(31,981)

Interest income										Interest income	712		1		1,081		2
Gain on early extinguishment of debt	Gain on early extinguishment of debt	1,597		—		1,597		—		Gain on early extinguishment of debt	8,389		1,597		9,006		1,597
Other (expense) income, net		(30)		314		(53)		174
Other expense, net										Other expense, net	(268)		(31)		(286)		(55)
Total non-operating expense, net	Total non-operating expense, net	(14,549)		(17,777)		(30,437)		(35,466)		Total non-operating expense, net	(9,107)		(14,549)		(25,805)		(30,437)
Income (loss) before income taxes		12,541		(5,152)		11,456		(31,420)
Income tax (expense) benefit		(3,887)		(739)		(3,707)		3,611
Net income (loss)		$	8,654	$	(5,891)	$	7,749	$	(27,809)
Basic and diluted loss per common share (see Note 8, "Earnings (Loss) Per Share"):
Basic: Earnings (Loss) per share		$	0.43	$	(0.29)	$	0.38	$	(1.36)
Diluted: Earnings (Loss) per share		$	0.42	$	(0.29)	$	0.37	$	(1.36)
(Loss) income before income taxes										(Loss) income before income taxes	(5,886)		12,541		(21,549)		11,456
Income tax benefit (expense)										Income tax benefit (expense)	4,818		(3,887)		(986)		(3,707)
Net (loss) income										Net (loss) income	$	(1,068)	$	8,654	$	(22,535)	$	7,749
Basic and diluted (loss) earnings per common share (see Note 9, "(Loss) Earnings Per Share"):										Basic and diluted (loss) earnings per common share (see Note 9, "(Loss) Earnings Per Share"):
Basic: (Loss) Earnings per share										Basic: (Loss) Earnings per share	$	(0.06)	$	0.43	$	(1.25)	$	0.38
Diluted: (Loss) Earnings per share										Diluted: (Loss) Earnings per share	$	(0.06)	$	0.42	$	(1.25)	$	0.37

Weighted average basic common shares outstanding	Weighted average basic common shares outstanding	20,322,260		20,475,348		20,474,168		20,447,553		Weighted average basic common shares outstanding	17,842,745		20,322,260		18,063,232		20,474,168
Weighted average diluted common shares outstanding	Weighted average diluted common shares outstanding	20,568,512		20,475,348		20,782,674		20,447,553		Weighted average diluted common shares outstanding	17,842,745		20,568,512		18,063,232		20,782,674

See accompanying notes to the unaudited condensed consolidated financial statements.

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Cumulus Media Inc.

Condensed Consolidated Statements of Stockholders' Equity

(Unaudited)


For the six months ended June 30, 2022 and 2021
For the six months ended June 30, 2023 and 2022															For the six months ended June 30, 2023 and 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
Balance at December 31, 2022															Balance at December 31, 2022		17,925,010				$	—				312,041		$	—						2,927,739	$	(36,533)	$	348,462	$	96,476		$	408,405
Net loss															Net loss		—				—					—		—							—	—		—		(21,467)			(21,467)
Shares returned in lieu of tax payments															Shares returned in lieu of tax payments		—				—					—		—							220,949	(1,421)		—		—			(1,421)

Issuance of common stock															Issuance of common stock		252,245				—					—		—							—	—		—		—			—
Stock based compensation expense															Stock based compensation expense		—				—					—		—							—	—		1,126		—			1,126
Treasury stock purchased under share repurchase program															Treasury stock purchased under share repurchase program		(323,285)				—					—		—							323,285	(1,511)		—		—			(1,511)
Balance at March 31, 2023															Balance at March 31, 2023		17,853,970				$	—				312,041		$	—						3,471,973	$	(39,465)	$	349,588	$	75,009		$	385,132
Net loss															Net loss		—				—					—		—							—	—		—		(1,068)			(1,068)
Shares returned in lieu of tax payments															Shares returned in lieu of tax payments		—				—					—		—							1,758	(5)		—		—			(5)

Issuance of common stock															Issuance of common stock		45,354				—					—		—							—	—		—		—			—
Stock based compensation expense															Stock based compensation expense		—				—					—		—							—	—		1,492		—			1,492
Treasury stock purchased under share repurchase program															Treasury stock purchased under share repurchase program		(1,745,005)				—					—		—							1,745,005	(6,277)		—		—			(6,277)
Balance at June 30, 2023															Balance at June 30, 2023		16,154,319				$	—				312,041		$	—						5,218,736	$	(45,747)	$	351,080	$	73,941		$	379,274

		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, 2021	Balance at December 31, 2021	18,558,719	$	—	1,964,764	$	—		230,310		$	(2,977)	$	342,233					$	80,241			$	419,497	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	—	—		—	—			—		—		—						(905)				(905)		Net loss		—		—		—	—							—		—			—		(905)		(905)
Shares returned in lieu of tax payments	Shares returned in lieu of tax payments	—	—		—	—			137,857		(1,476)		—						—				(1,476)		Shares returned in lieu of tax payments		—		—		—	—							137,857		(1,476)			—		—		(1,476)

Issuance of common stock	Issuance of common stock	168,083	—		—	—			—		—		—						—				—		Issuance of common stock		168,083		—		—	—							—		—			—		—		—
Stock based compensation expense	Stock based compensation expense	—	—		—	—			—		—		1,507						—				1,507		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	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		Net income		—		—		—	—							—		—			—		8,654		8,654
Shares returned in lieu of tax payments	Shares returned in lieu of tax payments	—	—		—	—			18,642		(223)		—						—				(223)		Shares returned in lieu of tax payments		—		—		—	—							18,642		(223)			—		—		(223)
Conversion of Class B common stock	Conversion of Class B common stock	1,055,954	—		(1,055,954)	—			—		—		—						—				—		Conversion of Class B common stock		1,055,954		—		(1,055,954)	—							—		—			—		—		—

Issuance of common stock	Issuance of common stock	54,895	—		—	—			—		—		—						—				—		Issuance of common stock		54,895		—		—	—							—		—			—		—		—
Stock based compensation expense	Stock based compensation expense		—		—	—			—		—		1,687						—				1,687		Stock based compensation expense		—		—		—	—							—		—			1,687		—		1,687
Treasury stock purchased under share repurchase program	Treasury stock purchased under share repurchase program	(1,724,137)	—		—	—			1,724,137		(25,000)		—						—				(25,000)		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	Balance at June 30, 2022		18,113,514		$	—	908,810	$	—						2,110,946		$	(29,676)		$	345,427	$	87,990	$	403,741

Balance at December 31, 2020		17,961,734	$	—	2,416,253	$	—		174,222		$	(2,414)	$	337,042					$	62,963			$	397,591
Net loss		—	—		—	—			—		—		—						(21,917)				(21,917)
Shares returned in lieu of tax payments		—	—		—	—			33,666		(315)		—						—				(315)
Conversion of Class B common stock		298,347	—		(298,347)	—			—		—		—						—				—

Issuance of common stock		67,635	—		—	—			—		—		—						—				—
Stock based compensation expense		—	—		—	—			—		—		1,057						—				1,057
Balance at March 31, 2021		18,327,716	$	—	2,117,906	$	—		207,888		$	(2,729)	$	338,099					$	41,046			$	376,416
Net loss		—	—		—	—			—		—		—						(5,891)				(5,891)
Shares returned in lieu of tax payments		—	—		—	—			18,771		(208)		—						—				(208)
Conversion of Class B common stock		77,754	—		(77,754)	—			—	—	—		—						—				—

Issuance of common stock		40,173	—		—	—			—		—		—						—				—
Stock based compensation expense		—	—		—	—			—		—		1,358						—				1,358
Balance at June 30, 2021		18,445,643	$	—	2,040,152	$	—		226,659		$	(2,937)	$	339,457					$	35,155			$	371,675

See accompanying notes to the unaudited condensed consolidated financial statements.

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Cumulus Media Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


Dollars in thousands	Dollars in thousands	Six Months Ended June 30,				Dollars in thousands	Six Months Ended June 30,
		2022		2021			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income (loss)		$	7,749	$	(27,809)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net (loss) income						Net (loss) income	$	(22,535)	$	7,749
Adjustments to reconcile net (loss) income to net cash provided by operating activities:						Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	27,369		26,573		Depreciation and amortization	29,830		27,369
Amortization and write-off of debt issuance costs	Amortization and write-off of debt issuance costs	1,488		1,889		Amortization and write-off of debt issuance costs	1,157		1,488
Provision for doubtful accounts	Provision for doubtful accounts	1,464		(1,296)		Provision for doubtful accounts	1,746		1,464
Gain on sale or disposal of assets or stations	Gain on sale or disposal of assets or stations	(1,126)		(462)		Gain on sale or disposal of assets or stations	(7,281)		(1,126)
Gain on early extinguishment of debt	Gain on early extinguishment of debt	(1,597)		—		Gain on early extinguishment of debt	(9,006)		(1,597)

Impairment of right-of-use assets						Impairment of right-of-use assets	9,050		—
Change in fair value of contingent consideration						Change in fair value of contingent consideration	(2,000)		—
Deferred income taxes	Deferred income taxes	915		(3,955)		Deferred income taxes	(588)		915
Stock-based compensation expense	Stock-based compensation expense	3,194		2,415		Stock-based compensation expense	2,618		3,194
Non-cash interest expense on financing liabilities	Non-cash interest expense on financing liabilities	1,752		2,008		Non-cash interest expense on financing liabilities	1,963		1,752
Non-cash imputed rental income	Non-cash imputed rental income	(2,304)		(2,222)		Non-cash imputed rental income	(2,373)		(2,304)

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	(3,687)		23,010		Accounts receivable	41,495		(3,687)
Trade receivable	Trade receivable	(472)		(614)		Trade receivable	(615)		(472)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(13,941)		(4,580)		Prepaid expenses and other current assets	1,917		(13,941)
Operating leases, net	Operating leases, net	1,851		2,463		Operating leases, net	(575)		1,851

Other assets	Other assets	(57)		3,646		Other assets	(720)		(57)
Accounts payable and accrued expenses	Accounts payable and accrued expenses	6,855		(977)		Accounts payable and accrued expenses	(10,601)		6,855
Trade payable	Trade payable	1,174		323		Trade payable	783		1,174
Other liabilities	Other liabilities	(103)		279		Other liabilities	923		(103)
Net cash provided by operating activities	Net cash provided by operating activities	30,524		20,691		Net cash provided by operating activities	35,188		30,524
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	1,941		91		Proceeds from sale of assets or stations	7,599		1,941
Asset acquisition	Asset acquisition	(120)		—		Asset acquisition	—		(120)
Proceeds from insurance reimbursement	Proceeds from insurance reimbursement	1,850		750		Proceeds from insurance reimbursement	—		1,850
Capital expenditures	Capital expenditures	(11,609)		(11,971)		Capital expenditures	(13,975)		(11,609)
Net cash used in investing activities	Net cash used in investing activities	(7,938)		(11,130)		Net cash used in investing activities	(6,376)		(7,938)
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	(12,509)		(113,171)		Repayment of borrowings under term loan	(3,564)		(12,509)
Repayments of borrowings under 6.75% senior notes	Repayments of borrowings under 6.75% senior notes	(48,226)		(3,141)		Repayments of borrowings under 6.75% senior notes	(25,861)		(48,226)
Repayments of borrowings under the 2020 revolving credit facility		—		(60,000)

Proceeds from PPP loans		—		20,000

Treasury stock purchases	Treasury stock purchases	(25,000)		—		Treasury stock purchases	(7,788)		(25,000)
Payment of contingent consideration	Payment of contingent consideration	(1,000)		—		Payment of contingent consideration	(2,000)		(1,000)

Shares returned in lieu of tax payments	Shares returned in lieu of tax payments	(1,699)		(523)		Shares returned in lieu of tax payments	(1,426)		(1,699)
Transaction costs for financing liability		—		(7)
Proceeds from financing liability		—		2,635

Repayments of financing liabilities	Repayments of financing liabilities	(2,358)		(1,994)		Repayments of financing liabilities	(2,798)		(2,358)
Repayments of finance lease obligations	Repayments of finance lease obligations	(128)		(143)		Repayments of finance lease obligations	(388)		(128)
Net cash used in financing activities	Net cash used in financing activities	(90,920)		(156,344)		Net cash used in financing activities	(43,825)		(90,920)
Decrease in cash and cash equivalents	Decrease in cash and cash equivalents	(68,334)		(146,783)		Decrease in cash and cash equivalents	(15,013)		(68,334)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	177,028		271,761		Cash and cash equivalents at beginning of period	107,433		177,028
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	108,694	$	124,978	Cash and cash equivalents at end of period	$	92,420	$	108,694

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," "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 (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 engages listeners with high-quality local programming through ~~405~~404 owned-and-operated radio stations across 8685 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 more than ~~9,500~~9,400 affiliated stations through Westwood One, the largest audio network in America; and inspires listeners through the Cumulus Podcast Network, its rapidly growing network of original podcasts that are smart, entertaining and thought-provoking. Cumulus Media provides advertisers with personal connections, local impact and national reach through broadcast and on-demand digital, mobile, social, and voice-activated platforms, as well as integrated digital marketing services, powerful influencers, full-service audio solutions, industry-leading research and insights, and live event experiences. Cumulus Media is the 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, ~~2021,~~2022, was derived from the Company’s audited financial statements as of December 31, ~~2021,~~2022, and our accompanying unaudited Condensed Consolidated Financial Statements as of June 30, ~~2022~~2023 and for the periods ended June 30, ~~2022~~2023 and ~~2021,~~2022, 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 108 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, ~~2021.~~2022.

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~~circumstances, and which form the basis for making judgments ~~utilizing information reasonably available to us~~about the carrying values of assets and ~~considering the unknown future impacts of the novel coronavirus disease ("COVID-19") pandemic. The business and economic uncertainty resulting~~liabilities that are not readily apparent 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 June 30, 2022, our estimates may change based on the magnitude and duration of COVID-19, as well as other ~~factors.~~sources. Actual amounts and results may differ materially from these estimates.

Comprehensive (Loss) Income ~~(Loss)~~

Comprehensive ~~income (loss)~~loss includes net (loss) income ~~(loss)~~ and certain items that are excluded from net (loss) income ~~(loss)~~ and recorded as a separate component of stockholders' equity. During the six months ended June 30, 2023 and 2022, the Company had no items of other comprehensive (loss) income and, ~~2021, the~~therefore, comprehensive (loss) income does not differ from reported net (loss) income.

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~~Company had no items of other comprehensive income (loss) and, therefore, comprehensive income (loss) does not differ from reported net income (loss).~~

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. In June 2023, the Company entered into an agreement to sell WDRQ-FM in Detroit, Michigan, for $10.0 million. The closing of the transaction remains subject to customary closing conditions, including regulatory approval. As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, assets held for sale were not material.

Leases

The Company has entered into various lease agreements both as the lessor and lessee. We determine if an arrangement is or contains a lease at contract inception and determine its classification as an operating or finance lease at lease commencement. Leases have been classified as either operating or finance leases in accordance with ASU 2016-02, Leases (Topic 842) and its related amendments (collectively, known as "ASC 842") and primarily consist of leases for land, tower space, office space, certain office equipment and vehicles. A right-of-use asset and lease liability have been recorded on the balance sheet for all leases except those with an original lease term of twelve months or less. The Company also has sublease arrangements that provide a nominal amount of income. During the second quarter of 2023, the Company recorded a $9.1 million impairment charge related to a certain lease which is expected to be sublet at an amount less than the current contractual agreement. This charge is included within Corporate expenses on the Company's Condensed Consolidated Statements of Operations.

Supplemental Cash Flow Information

The following summarizes supplemental cash flow information to be read in conjunction with the unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 ~~and 2021:~~(dollars in thousands):


		Six Months Ended June 30,					Six Months Ended June 30,
		2022		2021			2023		2022
Supplemental disclosures of cash flow information:	Supplemental disclosures of cash flow information:					Supplemental disclosures of cash flow information:
Interest paid	Interest paid	$	29,050	$	31,876	Interest paid	$	30,906	$	29,050
Income taxes paid	Income taxes paid	5,270		5,480		Income taxes paid	572		5,270
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	$	24,202	$	18,777	Trade revenue	$	28,527	$	24,202
Trade expense	Trade expense	23,872		18,479		Trade expense	27,988		23,872
Noncash principal change in financing liabilities	Noncash principal change in financing liabilities	(342)		(22)		Noncash principal change in financing liabilities	(247)		(342)

~~Recent~~Recently Adopted Accounting ~~Standards Updates~~Pronouncements

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 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~~The adoption ~~is permitted for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact~~ of ~~adopting~~ ASU 2016-13 on ~~its unaudited~~January 1, 2023, did not have a significant impact on the Company's Condensed Consolidated Financial Statements.

2. Acquisitions and Dispositions

WFAS Sale

On February 6, 2023, the Company completed the sale of WFAS-FM, in Bronxville, NY (the "WFAS Sale") for $7.3 million in cash. The Company recorded a gain on the WFAS Sale of $7.1 million which is included in the Gain on sale or disposal of assets or stations financial statement line item of the Company's Condensed Consolidated Statements of Operations for the six months ended June 30, 2023.

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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. To date, the Company has paid $6.0 million of contingent consideration. The level 3 fair value of the remaining contingent consideration was reassessed as of June 30, 2023. As payment was no longer deemed probable, the Company reduced the remaining contingent consideration by $2.0 million, which was included in the Content costs financial statement line item of the Company's Condensed Consolidated Statements of Operations.

3. 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 June 30,
	2023		2022
Broadcast radio revenue:
Spot	$	107,065	$	127,009
Network	39,698		48,713
Total broadcast radio revenue	146,763		175,722
Digital	37,538		37,801
Other	25,835		23,218
Net revenue	$	210,136	$	236,741

Three Months Ended June 30,
2022 2021
Broadcast radio revenue:
Spot $ 127,009 $ 120,886
Network 48,713 55,346
Total broadcast radio revenue 175,722 176,232
Digital 37,801 31,422
Other 23,218 17,064
Net revenue $ 236,741 $ 224,718


		Six Months Ended June 30,					Six Months Ended June 30,
		2022		2021			2023		2022
Broadcast radio revenue:	Broadcast radio revenue:					Broadcast radio revenue:
Spot	Spot	$	230,922	$	213,783	Spot	$	204,778	$	230,922
Network	Network	113,986		117,375		Network	89,995		113,986
Total broadcast radio revenue	Total broadcast radio revenue	344,908		331,158		Total broadcast radio revenue	294,773		344,908
Digital	Digital	69,694		58,501		Digital	69,627		69,694
Other	Other	54,171		36,787		Other	51,428		54,171
Net revenue	Net revenue	$	468,773	$	426,446	Net revenue	$	415,828	$	468,773

Broadcast Radio Revenue

Most of our revenue is generated through 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, or embedded in, podcasts through our network of owned and distributed podcasts. In addition, we sell an array of local digital marketing services such as, email marketing, geo-targeted display and video solutions, website and microsite building and hosting, social media management, reputation management, listing management, and search engine marketing and optimization within our Cumulus C-Suite digital marketing solutions portfolio to existing and new advertisers.

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Other Revenue

Other revenue includes trade and barter transactions, remote and event revenues, and non-advertising revenue. Non-advertising revenue represents fees received for licensing content, imputed tower rental income, satellite rental 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 June 30, ~~2022~~2023 and ~~2021,~~2022, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of ~~$12.3~~$14.5 million and ~~$8.5~~$12.3 million, respectively; and (2) trade and barter expenses of ~~$12.7~~$14.3 million and ~~$8.9~~$12.7 million, respectively. For the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of ~~$24.2~~$28.5 million and ~~$18.8~~$24.2 million, respectively; and (2) trade and barter expenses of ~~$23.9~~$28.0 million and ~~$18.5~~$23.9 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 June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company recorded an asset of approximately ~~$7.2~~$6.5 million and ~~$6.7~~$7.2 million, respectively, related to the unamortized portion of commission expense on new local direct revenue.

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4. Intangible Assets

The gross carrying amount and accumulated amortization of the Company’s intangible assets as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 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, 2021 $ 823,905 $ 19,749 $ 145,000 $ 32,000 $ 13,580 $ 11,053 $ 1,045,287
Acquisition — 120 — — — — 120
Dispositions (768) — — — — — (768)
Balance as of June 30, 2022 $ 823,137 $ 19,869 $ 145,000 $ 32,000 $ 13,580 $ 11,053 $ 1,044,639
Accumulated Amortization
Balance as of December 31, 2021 $ — $ — $ (43,598) $ (22,933) $ (5,408) $ (11,053) $ (82,992)
Amortization Expense — — (7,410) (3,200) (754) — (11,364)
Balance as of June 30, 2022 $ — $ — $ (51,008) $ (26,133) $ (6,162) $ (11,053) $ (94,356)
Net Book Value as of June 30, 2022 $ 823,137 $ 19,869 $ 93,992 $ 5,867 $ 7,418 $ — $ 950,283


	Indefinite-Lived				Definite-Lived						Total
Gross Carrying Amount	FCC licenses		Trademarks		Affiliate and producer relationships		Broadcast advertising		Tower income contracts
Balance as of December 31, 2022	$	807,544	$	19,852	$	145,000	$	32,000	$	13,548		$	1,017,944

Assets held for sale	(1,307)		(41)		—		—		(41)			(1,389)


Other (a)	—		—		—		(32,000)		—			(32,000)
Balance as of June 30, 2023	$	806,237	$	19,811	$	145,000	$	—	$	13,507		$	984,555

Accumulated Amortization
Balance as of December 31, 2022	$	—	$	—	$	(58,417)	$	(29,333)	$	(6,899)		$	(94,649)
Amortization Expense	—		—		(7,409)		(2,667)		(752)			(10,828)
Assets held for sale	—		—		—		—		23			23

Other (a)	—		—		—		32,000		—			32,000
Balance as of June 30, 2023	$	—	$	—	$	(65,826)	$	—	$	(7,628)		$	(73,454)
Net Book Value as of June 30, 2023	$	806,237	$	19,811	$	79,174	$	—	$	5,879		$	911,101

(a) Removed gross carrying amount and accumulated amortization of fully amortized intangible assets as of June 30, 2023.

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~~Events and ~~expected future economic and market conditions surrounding COVID-19, and other potential indicators of impairment, and determined a triggering event had~~circumstances did not ~~occurred which would~~ necessitate any interim impairment tests during the ~~three~~six months ended June 30, ~~2022.~~2023. 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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4.5. Long-Term Debt

The Company’s long-term debt consisted of the following as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 (dollars in thousands):


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Term Loan due 2026	Term Loan due 2026	$	343,731	$	356,240	Term Loan due 2026	$	334,702	$	338,452

6.75% Senior Notes	6.75% Senior Notes	399,872		449,695		6.75% Senior Notes	346,245		380,927

Less: Total unamortized debt issuance costs	Less: Total unamortized debt issuance costs	(5,773)		(7,011)		Less: Total unamortized debt issuance costs	(3,994)		(4,923)
Long-term debt, net	Long-term debt, net	$	737,830	$	798,924	Long-term debt, net	$	676,953	$	714,456

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"). On June 9, 2023, Holdings Cumulus Media Intermediate, Inc. ("Intermediate"), a direct wholly-owned subsidiary of the Company, and certain of the Company's other subsidiaries (collectively, with Holdings and Intermediate, the ("Credit Parties") entered into a second amendment ("Amendment No. 2") to the Refinanced Credit Agreement. Amendment No. 2, among other things, modifies certain terms of the Term Loan due 2026 to replace the relevant benchmark provisions from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR"). Except as modified by Amendment No. 2, the existing terms of the Refinanced Credit Agreement remained in effect.

~~Amounts~~Prior to the execution of Amendment No. 2, amounts outstanding under the Refinanced Credit Agreement ~~bear~~bore 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%. Subsequent to the execution of Amendment No. 2, amounts outstanding under the Refinanced Credit Agreement bore interest at a per annum rate equal to (i) SOFR plus a SOFR Adjustment, subject to a SOFR floor of 1.00%, and an applicable margin of 3.75%, or (ii) the Alternative Base Rate as defined above. As of June 30, ~~2022,~~2023, the Term Loan due 2026 bore interest at a rate of ~~4.75%~~9.23% 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~~During the six months ended June 30, 2023, the Company repaid $3.8 million ~~were capitalized and amortized over the term~~principal amount of the Term Loan due 2026. AsThe repayment resulted in a gain on extinguishment of debt of $0.2 million. The Term Loan due 2026 was repaid with cash on hand. The Company wrote-off debt issuance costs as a result of ~~certain of~~ the ~~Company's sales and dispositions and~~repayment which were not material.

In March 2022, the Company was required by the Excess Cash Flow (as defined in the Term Loan due 2026), to make a prepayment of $12.5 million. In connection with the prepayment, the Company ~~was required by the provisions~~wrote-off $0.1 million of debt issuance costs.

As of June 30, 2023, $333.2 million remained outstanding under the Term Loan due 2026, to prepay certain amounts outstanding under the facility. The Company made prepayments to the Term Loan due 2026 of approximately $49.0 million, $112.0 million and $12.5 million, in September 2020, May 2021 and March 2022, respectively. In connection with the prepayments, the Company wrote-off approximately $0.4 million, $0.9 million and $0.1 millionnet of debt issuance costs ~~respectively.~~

As of ~~June 30, 2022,~~$1.5 million, and we were in compliance with all required covenants under the Refinanced Credit Agreement.

2020 Revolving Credit Agreement

On March 6, 2020, Holdings and certain of the Company’s other subsidiaries, as borrowers (the "Borrowers"), and Intermediate Holdings entered into a $100.0 million revolving credit facility (the "2020 Revolving Credit Facility") pursuant to a Credit Agreement (the "2020 Revolving Credit Agreement"), dated as of March 6, 2020, with Fifth Third Bank, as a lender and Administrative Agent and certain other lenders from time to time party thereto. On June 3, 2022, Holdings, the Borrowers and Intermediate Holdings 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 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~~

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"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) modified certain terms of the 2020 Revolving Credit Facility to replace the relevant benchmark provisions from ~~the London Interbank Offered Rate~~LIBOR to ~~the Secured Overnight Financing Rate ("SOFR").~~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.

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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 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" 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 issuance of the 2020 Revolving Credit Agreement and the Amendment were evaluated in accordance with ASC 470-50-40 -~~ ~~Debt-Modifications and Extinguishments~~-~~Derecognition~~, to determine whether the transactions should be accounted for as a debt modification or extinguishment. At issuance of the 2020 Revolving Credit Agreement, the Company expensed approximately $0.6 million of unamortized debt issuance costs related to the exiting lender in 2020. Costs incurred with third parties for issuance of the 2020 Revolving Credit Agreement totaled approximately $0.4 million and were capitalized and 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 June 30, ~~2022, $4.7~~2023, $4.5 million was outstanding under the 2020 Revolving Credit Facility, representing letters of credit. As of June 30, ~~2022,~~2023, 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.

~~As a result of certain of~~During the ~~Company's sales and dispositions,~~six months ended June 30, 2023, the Company was required by the provisions of the indenture governing the 6.75% Senior Notes to offer to 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 in November 2020, and wrote-off approximately $0.6 million of debt issuance costs related to the 6.75% Notes accepted and canceled in the transaction, and the Company accepted and cancelled approximately $3.0 million in aggregate principal amount of the 6.75% Notes in May 2021.

~~During the second quarter of 2022, the Company repurchased $49.8~~repaid $34.7 million principal amount of the 6.75% Senior Notes. ~~The repurchase~~These repayments resulted in a gain on extinguishment of debt of approximately ~~$1.6~~$8.8 million. The 6.75% Senior Notes were ~~repurchased~~repaid with cash on hand. AsThe Company wrote-off $0.3 million of debt issuance costs as a result of the ~~repurchases, the Company wrote-off approximately $0.5 million of debt issuance costs.~~repayments.

As of June 30, ~~2022,~~2023, $343.8 million remained outstanding under the 6.75% Senior Notes, net of debt issuance costs of $2.5 million, and the Issuer was in compliance with all required covenants under the Indenture.

5.6. 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):


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Term Loan due 2026:	Term Loan due 2026:					Term Loan due 2026:
Gross value	Gross value	$	343,731	$	356,240	Gross value	$	334,702	$	338,452
Fair value - Level 2	Fair value - Level 2	324,826		355,795		Fair value - Level 2	246,006		314,760
6.75% Senior Notes:	6.75% Senior Notes:					6.75% Senior Notes:
Gross value	Gross value	$	399,872	$	449,695	Gross value	$	346,245	$	380,927
Fair value - Level 2	Fair value - Level 2	360,884		466,559		Fair value - Level 2	241,506		321,833

As of June 30, ~~2022,~~2023, the Company used trading prices from a third party of ~~94.50%~~73.50% and ~~90.25%~~69.75% to calculate the fair value of the Term Loan due 2026 and the 6.75% Senior Notes, respectively.

As of December 31, ~~2021,~~2022, the Company used trading prices from a third party of ~~99.88%~~93.00% and ~~103.75%~~84.50% to calculate the fair value of the Term Loan 2026 and the 6.75% Senior Notes, respectively.

The Company invests in governmental money market funds that have a maturity of three months or less at the date of purchase which are classified as cash equivalents. Due to the short maturity, the Company believes the carrying amount of the

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6.cash equivalents approximates fair value. The following table details the fair value measurements of the Company's investments as of June 30, 2023 and December 31, 2022 (dollars in thousands):


	Level 1				Level 2				Level 3
	June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022
Cash equivalents	$	47,825	$	—	$	—	$	—	$	—	$	—

7. Income Taxes

For the three months ended June 30, 2023, the Company recorded an income tax benefit of $4.8 million on pre-tax book loss of $5.9 million, resulting in an effective tax rate of approximately 81.8%. For the three months ended June 30, 2022, the Company recorded an income tax expense of $3.9 million on pre-tax book income of $12.5 million, resulting in an effective tax rate of approximately 31.0%.

For the ~~three~~six months ended June 30, ~~2021,~~2023, the Company recorded an income tax expense of ~~$0.7~~$1.0 million on pre-tax book loss of ~~$5.2~~$21.5 million, resulting in an effective tax rate of approximately ~~(14.3)~~(4.6)%.

For the six months ended June 30, 2022, the Company recorded an income tax expense of $3.7 million on pre-tax book income of $11.5 million, resulting in an effective tax rate of approximately 32.4%. ~~For the six months ended June 30, 2021, the Company recorded an income tax benefit of $3.6 million on pre-tax book loss of $31.4 million, resulting in an effective tax rate of approximately 11.5%.~~

The ~~differences~~difference between the effective tax ~~rates~~rate and the federal statutory rate of 21.0% for the three and six month periods ended June 30, 2023, primarily relates to the valuation allowance recognized during the year and discussed further below, changes to our projected full year effective tax rate, 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 and six month periods ended June 30, 2022, primarily relate to state and local income taxes and the effect of certain statutory non-deductible expenses.

The differences between the effective tax rates and the federal statutory rate of 21.0% for the three and six month periods ended June 30, 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~~ 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 June 30, ~~2022,~~2023, the Company ~~has not~~ recorded a valuation allowance ~~since the Company continues to believe, on the basis of its evaluation, that~~against its deferred tax assets ~~meet~~associated with disallowed interest expense carryforwards generated during the ~~more likely than~~year since the full benefit of these assets may not ~~recognition standard for recovery.~~be realized. The Company will continue to monitor the valuation of deferred tax assets and tax liabilities, 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.

7.8. Stockholders' Equity

Common Stock

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

As of June 30, ~~2022,~~2023, the Company had ~~21,133,270~~21,685,096 aggregate issued shares of common stock, and ~~19,022,324~~16,466,360 outstanding shares consisting of: (i) ~~20,224,460~~21,373,055 issued shares and ~~18,113,514~~16,154,319 outstanding shares designated as Class A common stock; and (ii) ~~908,810~~312,041 issued and outstanding shares designated as Class B common stock.

Share Repurchase Program

On May 3,4, 2022, the Company announced that 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.

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Under the share repurchase authorization, on May 12, 2023, the Company commenced a modified Dutch tender offer to purchase up to $10.0 million of shares of its Class A common stock at a price not greater than $3.25 and not less than $2.85 per share of Class A common stock, to the tendering shareholder in cash, less any applicable withholding taxes and without interest (the "2023 Offer"). The 2023 Offer expired on June 9, 2023. Through the 2023 Offer, the Company accepted for payment a total of 1,745,005 shares of the Company's Class A Common stock at a purchase price of $3.25 per share, for an aggregate cost of approximately $5.7 million, excluding fees and expenses.

During the six months ended June 30, 2023, the Company repurchased 323,285 shares of its outstanding Class A common stock in the open market at an average purchase price of $4.65 per share for an aggregate cost of approximately $1.5 million, excluding fees and expenses.

The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. Excise tax is owed on the fair market value of stock repurchases reduced by the fair market value of stock issued and a $1,000,000 de minimis exception. Excise tax owed on shares repurchased during the six months ended June 30, 2023, was not material.

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"~~"2022 Offer"). The 2022 Offer expired on June 3, 2022. Through the 2022 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.

Shares repurchased ~~under the Offer are~~were accounted for as treasury stock and the total cost of shares repurchased iswas recorded as a reduction of stockholder's equity in the unaudited condensed consolidated balance sheet. Subsequent to the ~~Offer and as of June 30, 2022, $25.0~~open market purchases, $11.0 million of the Company's outstanding Class A common stock remained available for repurchase under the share repurchase ~~program.~~program as of June 30, 2023.

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

The Company calculates basic (loss) earnings ~~(loss)~~ per share by dividing net ~~loss~~(loss) income by the weighted average number of common shares outstanding, including warrants. The Company calculates diluted (loss) earnings ~~(loss)~~ per share by dividing net (loss) 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 the six months ended June 30, 2023, given the net loss attributable to the Company common stockholders, potential common shares that would have caused dilution, such as employee stock options, restricted shares and other stock awards, were excluded from the diluted share count because their effect would have been anti-dilutive. For the three and six months ended June 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 and six months ended June 30, 2021, due to the net loss attributable to the Company common stockholders, potential common shares that would have caused dilution, such as employee stock options, restricted shares and other stock awards, were excluded from the diluted share count because their effect would have been anti-dilutive.

The Company applies the two-class method to calculate (loss) 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 tables present the basic and diluted (loss) earnings ~~(loss)~~ per share, and the reconciliation of basic to diluted weighted average common shares (in thousands):


		Three Months Ended June 30,					Three Months Ended June 30,
		2022		2021			2023		2022
Basic Earnings (Loss) Per Share
Basic (Loss) Earnings Per Share						Basic (Loss) Earnings Per Share
Numerator:	Numerator:					Numerator:
Undistributed net income (loss) from operations		$	8,654	$	(5,891)
Undistributed net (loss) income from operations						Undistributed net (loss) income from operations	$	(1,068)	$	8,654

Basic net income (loss) attributable to common shares		$	8,654	$	(5,891)
Basic net (loss) income attributable to common shares						Basic net (loss) income attributable to common shares	$	(1,068)	$	8,654
Denominator:	Denominator:					Denominator:
Basic weighted average shares outstanding	Basic weighted average shares outstanding	20,322		20,475		Basic weighted average shares outstanding	17,843		20,322
Basic undistributed net income (loss) per share attributable to common shares		$	0.43	$	(0.29)
Basic undistributed net (loss) income per share attributable to common shares						Basic undistributed net (loss) income per share attributable to common shares	$	(0.06)	$	0.43

Diluted Earnings (Loss) Per Share
Diluted (Loss) Earnings Per Share						Diluted (Loss) Earnings Per Share
Numerator:	Numerator:					Numerator:
Undistributed net income (loss) from operations		$	8,654	$	(5,891)
Undistributed net (loss) income from operations						Undistributed net (loss) income from operations	$	(1,068)	$	8,654

Diluted net income (loss) attributable to common shares		$	8,654	$	(5,891)
Diluted net (loss) income attributable to common shares						Diluted net (loss) income attributable to common shares	$	(1,068)	$	8,654
Denominator:	Denominator:					Denominator:
Basic weighted average shares outstanding	Basic weighted average shares outstanding	20,322		20,475		Basic weighted average shares outstanding	17,843		20,322

Effect of dilutive options and restricted share units	Effect of dilutive options and restricted share units	247		—		Effect of dilutive options and restricted share units	—		247
Diluted weighted average shares outstanding	Diluted weighted average shares outstanding	20,569		20,475		Diluted weighted average shares outstanding	17,843		20,569
Diluted undistributed net income (loss) per share attributable to common shares		$	0.42	$	(0.29)
Diluted undistributed net (loss) income per share attributable to common shares						Diluted undistributed net (loss) income per share attributable to common shares	$	(0.06)	$	0.42


	Six Months Ended June 30,
	2023		2022
Basic (Loss) Earnings Per Share
Numerator:
Undistributed net (loss) income from operations	$	(22,535)	$	7,749



Basic net (loss) income attributable to common shares	$	(22,535)	$	7,749
Denominator:
Basic weighted average shares outstanding	18,063		20,474
Basic undistributed net (loss) income per share attributable to common shares	$	(1.25)	$	0.38

Diluted (Loss) Earnings Per Share
Numerator:
Undistributed net (loss) income from operations	$	(22,535)	$	7,749



Diluted net (loss) income attributable to common shares	$	(22,535)	$	7,749
Denominator:
Basic weighted average shares outstanding	18,063		20,474

Effect of dilutive options and restricted share units	—		309
Diluted weighted average shares outstanding	18,063		20,783
Diluted undistributed net (loss) income per share attributable to common shares	$	(1.25)	$	0.37

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Six Months Ended June 30,
2022 2021
Basic Earnings (Loss) Per Share
     Numerator:
           Undistributed net earnings (loss) from operations $ 7,749 $ (27,809)
           Basic net earnings (loss) attributable to common shares $ 7,749 $ (27,809)
     Denominator:
           Basic weighted average shares outstanding 20,474 20,448
           Basic undistributed net earnings (loss) per share attributable to common shares $ 0.38 $ (1.36)
Diluted Earnings (Loss) Per Share
     Numerator:
           Undistributed net earnings (loss) from operations $ 7,749 $ (27,809)
           Diluted net earnings (loss) attributable to common shares $ 7,749 $ (27,809)
     Denominator:
           Basic weighted average shares outstanding 20,474 20,448
           Effect of dilutive options and restricted share units 309 —
           Diluted weighted average shares outstanding 20,783 20,448
           Diluted undistributed net earnings (loss) per share attributable to common shares $ 0.37 $ (1.36)

9.10. Commitments and Contingencies

Future Commitments

During the first quarter of 2023, the Company finalized certain vendor contracts that were being negotiated at December 31, 2022. As of June 30, 2023, the Company's future minimum payments under non-cancelable contracts in excess of one year consist of the following (dollars in thousands):


	Non-Cancelable Contracts
2023	$	64,882
2024	120,704
2025	101,627
2026	43,418
2027	10,500
Thereafter	—
Total	$	341,131

As of June 30, 2023, the Company believes that it will meet all such minimum obligations.

Legal Proceedings

We have been, and expect in the future to be, a party to various legal proceedings, arbitrations, 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,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

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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

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Pandora’s conduct, and the Ninth Circuit affirmed the denial (No. 20-56134). ~~The~~Following the Ninth ~~Circuit, however, directed the district court~~Circuit’s direction to consider expedited motion practice on the legal validity of Flo & Eddie’s claims given the Ninth Circuit’s decision in the Sirius XM Radio ~~case.~~case, the district court set a schedule for Pandora to file a motion for summary judgment, which was subsequently filed and remains pending. The Company is not a party to that case and 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 (the "District Court") 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 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.~~judgment (the "Class Period"). On May 28, 2020, the Company filed a motion to dismiss the complaint. On December 17, 2020, the District 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 District Court entered an order granting the Company’s motion and dismissing all remaining claims. On November 12, 2021, 1one of the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Eleventh Circuit. ~~The Company intends~~ While the appeal was pending, the parties agreed to ~~vigorously defend itself in~~a settlement, that if granted final approval, will resolve all of 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~~on a class-wide basis for the entire Class Period, and will provide the Company a general release. On February 16, 2023, the District Court granted preliminary approval to ~~reasonably estimate what effect~~ the ~~ultimate outcome might~~settlement. On July 10, 2023, the Court held a fairness hearing and on July 11, 2023, the Court issued an order granting final approval to the settlement. Once applicable appeal deadlines have ~~if any, on~~expired and the Court’s order approving the settlement becomes final, the Company will make a settlement payment for which the Company expects to be indemnified by one of its ~~financial position, results of operations or cash flows.~~insurance carriers.

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, ~~2021~~2022 ("~~2021~~2022 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 ~~2021~~2022 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.~~SEC. 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.~~factors. For more information, see "Cautionary Statement Regarding Forward-Looking Statements" in our ~~2021~~2022 Form 10-K.

~~Recent Events and Company Outlook~~

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, 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. Our business could also continue to be impacted by the disruption from COVID-19 and resulting adverse changes in advertising customers and 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 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:~~(loss) income: 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.

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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,~~(loss) income, operating (loss) 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 June 30,
2022 2021 2022 vs 2021 Change
$ %
STATEMENT OF OPERATIONS DATA:
Net revenue $ 236,741 $ 224,718 $ 12,023 5.4 %
Content costs 83,184 82,882 302 0.4 %
Selling, general and administrative expenses 96,835 93,063 3,772 4.1 %
Depreciation and amortization 13,815 13,163 652 5.0 %
Local marketing agreement fees 13 193 (180) (93.3) %
Corporate expenses 15,819 22,971 (7,152) (31.1) %
Gain on sale or disposal of assets or stations (15) (179) 164 (91.6) %
Operating income 27,090 12,625 14,465 114.6 %
Interest expense (16,116) (18,091) 1,975 (10.9) %
Gain on early extinguishment of debt 1,597 — 1,597 N/A
Other (expense) income, net (30) 314 (344) N/A
Income (loss) before income taxes 12,541 (5,152) 17,693 N/A
Income tax expense (3,887) (739) (3,148) 426.0 %
Net income (loss) $ 8,654 $ (5,891) $ 14,545 N/A
KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA $ 45,485 $ 36,857 $ 8,628 23.4 %


	Three Months Ended June 30,
	2023		2022		2023 vs 2022 Change
					$		%
STATEMENT OF OPERATIONS DATA:
Net revenue	$	210,136	$	236,741	$	(26,605)	(11.2)	%
Content costs	73,533		83,184		(9,651)		(11.6)	%
Selling, general and administrative expenses	94,401		96,835		(2,434)		(2.5)	%
Depreciation and amortization	15,146		13,815		1,331		9.6	%
Corporate expenses	24,107		15,832		8,275		52.3	%
Gain on sale or disposal of assets or stations	(272)		(15)		(257)		1,713.3	%


Operating income	3,221		27,090		(23,869)		(88.1)	%
Interest expense	(17,940)		(16,116)		(1,824)		11.3	%
Interest income	712		1		711		71,100.0	%
Gain on early extinguishment of debt	8,389		1,597		6,792		425.3	%
Other expense, net	(268)		(31)		(237)		764.5	%
(Loss) income before income taxes	(5,886)		12,541		(18,427)		N/A
Income tax benefit (expense)	4,818		(3,887)		8,705		N/A


Net (loss) income	$	(1,068)	$	8,654	$	(9,722)	N/A
KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA	$	30,676	$	45,485	$	(14,809)	(32.6)	%

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Six Months Ended June 30,
2022 2021 2022 vs 2021 Change
$ %
STATEMENT OF OPERATIONS DATA:
Net revenue $ 468,773 $ 426,446 $ 42,327 9.9 %
Content costs 174,509 173,030 1,479 0.9 %
Selling, general and administrative expenses 192,127 183,161 8,966 4.9 %
Depreciation and amortization 27,369 26,573 796 3.0 %
Local marketing agreement fees 18 689 (671) (97.4) %
Corporate expenses 33,983 39,409 (5,426) (13.8) %
Gain on sale or disposal of assets or stations (1,126) (462) (664) 143.7 %
Operating income 41,893 4,046 37,847 935.4 %
Interest expense (31,981) (35,640) 3,659 (10.3) %
Gain on early extinguishment of debt 1,597 — 1,597 N/A
Other expense, net (53) 174 (227) N/A
Income (loss) before income taxes 11,456 (31,420) 42,876 N/A
Income tax (expense) benefit (3,707) 3,611 (7,318) N/A
Net income (loss) $ 7,749 $ (27,809) $ 35,558 N/A
KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA $ 76,698 $ 45,789 $ 30,909 67.5 %


	Six Months Ended June 30,
	2023		2022		2023 vs 2022 Change
					$		%
STATEMENT OF OPERATIONS DATA:
Net revenue	$	415,828	$	468,773	$	(52,945)	(11.3)	%
Content costs	162,199		174,509		(12,310)		(7.1)	%
Selling, general and administrative expenses	188,702		192,127		(3,425)		(1.8)	%
Depreciation and amortization	29,830		27,369		2,461		9.0	%
Corporate expenses	38,122		34,001		4,121		12.1	%
Gain on sale or disposal of assets or stations	(7,281)		(1,126)		(6,155)		546.6	%


Operating income	4,256		41,893		(37,637)		(89.8)	%
Interest expense	(35,606)		(31,981)		(3,625)		11.3	%
Interest income	1,081		2		1,079		53,950.0	%
Gain on early extinguishment of debt	9,006		1,597		7,409		463.9	%
Other expense, net	(286)		(55)		(231)		420.0	%
(Loss) income before income taxes	(21,549)		11,456		(33,005)		N/A
Income tax expense	(986)		(3,707)		2,721		(73.4)	%


Net (loss) income	$	(22,535)	$	7,749	$	(30,284)	N/A
KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA	$	41,005	$	76,698	$	(35,693)	(46.5)	%

Three Months Ended June 30, ~~2022~~2023 compared to the Three Months Ended June 30, ~~2021~~2022

Net Revenue

Net revenue for the three months ended June 30, ~~2022,~~2023, compared to net revenue for the three months ended June 30, ~~2021, increased $12.0~~2022, decreased $26.6 million, or 5%11.2%. ~~Net revenue increased $6.4 million from higher digital advertising revenue~~The decrease is primarily driven by ~~increased podcasting~~reductions in spot and ~~digital marketing services. Spot broadcast revenue grew $6.1~~network revenues of $19.9 million ~~primarily from local advertising which was strengthened~~and $9.0 million, respectively, as a result of current macroeconomic conditions. These decreases were slightly offset by ~~COVID-19 economic recovery and higher political revenue driven by election cycle seasonality. Other revenue increased $6.1~~a $2.6 million ~~from higher trade and~~increase in barter, event and ~~remote~~trade revenues ~~which continued to rebound~~resulting from ~~COVID-19 economic recovery. These increases were partially offset by $6.6 million~~a higher volume of ~~lower network advertising revenue resulting primarily from current macroeconomic conditions.~~activity in 2023.

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 June 30, ~~2022,~~2023, compared to content costs for the three months ended June 30, ~~2021, remained generally consistent period over period.~~2022, decreased $9.7 million, or 11.6%, primarily as a result of lower syndicated programming costs attributed to reduced network revenue and a $2.0 million reduction in third party station inventory costs from the fair value reassessment of contingent consideration.

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 June 30, ~~2022,~~2023, compared to selling, general and administrative expenses for the three months ended June 30, 2021, increased primarily from higher trade, remote, event, and talent expenses related to the continued return of sporting and other events, and higher bad debt expense. These increases were partially offset by a reduction of selling,2022, decreased $2.4 million or 2.5%. Selling, general and administrative expenses ~~resulting~~decreased as a result of reduced research expense from ~~an operational realignment of certain support functions to corporate~~a contract renewal and lower incentive ~~costs~~compensation attributed to a decline in ~~network~~ broadcast revenue. These decreases were partially offset by higher barter, event and trade expenses which grew in line with the related revenue.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended June 30, ~~2022~~2023 as compared to depreciation and amortization expense for the three months ended June 30, ~~2021~~2022 increased $1.3 million, or 9.6%, primarily as a result of additional ~~amortization from an asset acquisition in~~fixed assets placed into service which were partially offset by certain definite-lived intangibles that were fully amortized during the ~~third~~second quarter of ~~2021.~~2023.

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~~Local Marketing Agreement Fees~~

Local marketing agreements ("LMA") are those agreements under which one party programs a radio station on behalf of another party. LMA fees for the three months ended June 30, 2022 compared to LMA fees for the three months ended June 30, 2021 decreased as the Company ended the LMA for KQOB-FM on December 31, 2021.

Corporate Expenses

Corporate expenses consist primarily of compensation and related costs for our executive, accounting, finance, human

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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 June 30, ~~2022~~2023 compared to corporate expenses for the three months ended June 30, ~~2021 decreased~~2022 increased $8.3 million, or 52.3%. Corporate expenses increased primarily as a result of higher restructuring charges driven by a ~~legal settlement in 2021, lower incentive compensation, and lower employee benefit costs. These decreases were partially offset by higher salary costs resulting from~~$9.1 million impairment for a certain lease which is expected to be sublet at an ~~operational realignment of certain support functions to corporate.~~amount less than the current contractual agreement.

Gain on Sale or Disposal of Assets or Stations

The gain on sale or disposal of assets or stations for the three months ended June 30, 2023 was primarily related to contingent consideration received from a previously sold asset.

The gain on sale or disposal of assets or stations for the three months ended June 30, 2022 was primarily driven by insurance proceeds received from hurricane damage and the sale of certain assets offset by fixed asset disposals and the surrender of a broadcast license.

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

Interest Expense

Total interest expense for the three months ended June 30, ~~2022, decreased~~2023, increased $1.8 million, or 11.3%, when compared to the total interest expense for the three months ended June 30, ~~2021.~~2022. The below table details the components of our interest expense by debt instrument (dollars in thousands):


		Three Months Ended June 30,							Three Months Ended June 30,
		2022		2021		$ Change			2023		2022		$ Change
Term Loan due 2026	Term Loan due 2026	$	4,126	$	5,193	$	(1,067)	Term Loan due 2026	$	7,503	$	4,126	$	3,377
6.75% Senior Notes	6.75% Senior Notes	7,370		7,637		(267)		6.75% Senior Notes	6,117		7,370		(1,253)
2020 Revolving Credit Facility		—		86		(86)

Financing liabilities	Financing liabilities	3,892		3,516		376		Financing liabilities	3,593		3,892		(299)
Other, including debt issuance cost amortization and write-off	Other, including debt issuance cost amortization and write-off	728		1,659		(931)		Other, including debt issuance cost amortization and write-off	727		728		(1)
Interest expense	Interest expense	$	16,116	$	18,091	$	(1,975)	Interest expense	$	17,940	$	16,116	$	1,824

Gain on Early Extinguishment of Debt

The gain on early extinguishment of debt for the three months ended June 30, 2023 of $8.4 million was driven by the Company's repurchases of $32.2 million principal amount of the 6.75% Senior Secured First-Lien Notes due 2026 (the "6.75% Senior Notes").

The gain on early extinguishment of debt for the three months ended June 30, 2022 of $1.6 million was driven by the Company's repurchases of $49.8 million principal amount of the 6.75% Senior Notes.

Income Tax ~~Expense~~Benefit (Expense)

The difference between the effective tax rate and the federal statutory rate of 21.0% for the three ~~months~~month period ended June 30, ~~2021,~~2023, primarily relates to the ~~Company recorded an income tax expense of $0.7 million on pre-tax book loss of $5.2 million, resulting in an~~valuation allowance recognized, changes to our projected full year effective tax rate, state and local income taxes, and the effect of ~~approximately (14.3)%.~~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 June 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 June 30, 2021, is primarily driven by improved annual forecasted results, the effects of certain statutory non-deductible expenses including disallowed executive compensation and parking, and state and local income taxes.

Adjusted EBITDA

As a result of the factors described above, Adjusted EBITDA of $30.7 million for the three months ended June 30, 2023, compared to the Adjusted EBITDA of $45.5 million for the three months ended June 30, 2022, ~~compared to the Adjusted EBITDA of $36.9 million for the three months ended June 30, 2021, increased $8.6~~decreased approximately $14.8 million.

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Six Months Ended June 30, ~~2022~~2023 compared to the Six Months Ended June 30, ~~2021~~2022

Net Revenue

Net revenue for the six months ended June 30, ~~2022,~~2023, compared to net revenue for the six months ended June 30, ~~2021, increased $42.3~~2022, decreased $52.9 million, or ~~10%~~11.3%. The decrease is primarily driven by reductions in spot and network revenues of $26.1 million and $24.0 million, respectively, as a result of current macroeconomic conditions. Other ~~revenue increased $17.4~~revenues also decreased $2.7 million of which ~~$9.1 million was from higher trade and barter, event and remote revenues which continued to rebound from COVID-19 economic recovery and~~ $8.3 million was the result of a fee received in 2022 from the early termination of a revenue ~~agreement. Spot broadcast revenue grew $17.1 million from local and national advertising which were strengthened by COVID-19 economic recovery and higher political revenue which~~agreement that was ~~driven by election cycle seasonality. Digital advertising revenue increased $11.2 million from increased podcasting and digital marketing services. These increases were~~ partially offset by ~~$3.4~~a $5.6 million increase in barter, event and trade revenues resulting from a higher volume of ~~lower network advertising revenue resulting primarily from current macroeconomic conditions.~~activity in 2023.

Content Costs

Content costs consist of all costs related to the licensing, acquisition and development of our programming. Content costs for the six months ended June 30, ~~2022,~~2023, compared to content costs for the six months ended June 30, ~~2021, increased~~2022, decreased $12.3 million, or 7.1%, primarily as a result of ~~digital~~lower syndicated programming costs ~~which grew~~attributed to reduced network revenue and the $2.0 million reduction in ~~line with digital advertising revenue.~~third party station inventory costs from the fair value reassessment of contingent consideration.

Selling, General & Administrative Expenses

Selling, general and administrative expenses consist of expenses related to our sales efforts and distribution of our content across our platform and overhead in our markets. Selling, general and administrative expenses for the six months ended June 30, ~~2022,~~2023, compared to selling, general and administrative expenses for the six months ended June 30, ~~2021, increased primarily~~2022, decreased $3.4 million or 1.8%. Selling, general and administrative expenses decreased from ~~trade, remote, event,~~lower incentive compensation attributed to a decline in broadcast revenue and ~~talent expenses related to the continued return of sporting and other events, higher bad debt~~reduced research expense ~~and higher local and digital commission expenses driven by local and digital advertising revenue growth.~~resulting from a contract renewal. These ~~increases~~decreases were partially offset by ~~a reduction of selling, general~~higher barter and ~~administrative~~trade expenses ~~resulting from an operational realignment of certain support functions to corporate.~~which grew in line with the related revenue.

Depreciation and Amortization

Depreciation and amortization expense for the six months ended June 30, ~~2022~~2023 as compared to depreciation and amortization expense for the six months ended June 30, ~~2021~~2022 increased $2.5 million, or 9.0%, primarily as a result of additional ~~amortization from an asset acquisition in~~fixed assets placed into service which were partially offset by certain definite-lived intangibles that were fully amortized during the ~~third~~second quarter of ~~2021.~~2023.

~~Local Marketing Agreement Fees~~

Local marketing agreements ("LMA") are those agreements under which one party programs a radio station on behalf of another party. LMA fees for the six months ended June 30, 2022 compared to LMA fees for the six months ended June 30, 2021 decreased as the Company ended the LMA for 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 six months ended June 30, ~~2022~~2023 compared to corporate expenses for the six months ended June 30, ~~2021 decreased~~2022 increased $4.1 million, or 12.1%. Corporate expenses increased primarily as a result of higher restructuring charges driven by a ~~legal settlement in 2021, lower incentive compensation,~~$9.1 million impairment for a certain lease which is expected to be sublet at an amount less than the current contractual agreement and ~~lower~~higher employee benefit ~~costs.~~costs mostly driven by increased health insurance claims. These ~~decreases~~increases were partially offset by ~~higher salary costs resulting from an operational realignment of certain support functions to corporate.~~lower incentive compensation driven by Company performance.

Gain on Sale or Disposal of Assets or Stations

The gain on sale or disposal of assets or stations for the six months ended June 30, 2023 was primarily related to the sale of WFAS-FM.

The gain on sale or disposal of assets or stations for the six months ended June 30, 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.

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

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Interest Expense

Total interest expense for the six months ended June 30, ~~2022, decreased~~2023, increased $3.6 million, or 11.3%, when compared to the total interest expense for the six months ended June 30, ~~2021.~~2022. The below table details the components of our interest expense by debt instrument (dollars in thousands):


		Six Months Ended June 30,							Six Months Ended June 30,
		2022		2021		$ Change			2023		2022		$ Change
Term Loan due 2026	Term Loan due 2026	$	8,367	$	10,705	$	(2,338)	Term Loan due 2026	$	14,612	$	8,367	$	6,245
6.75% Senior Notes	6.75% Senior Notes	14,958		15,279		(321)		6.75% Senior Notes	12,542		14,958		(2,416)
2020 Revolving Credit Facility		—		274		(274)

Financing liabilities	Financing liabilities	7,398		7,094		304		Financing liabilities	7,213		7,398		(185)
Other, including debt issuance cost amortization and write-off	Other, including debt issuance cost amortization and write-off	1,258		2,288		(1,030)		Other, including debt issuance cost amortization and write-off	1,239		1,258		(19)
Interest expense	Interest expense	$	31,981	$	35,640	$	(3,659)	Interest expense	$	35,606	$	31,981	$	3,625

Gain on Early Extinguishment of Debt

The gain on early extinguishment of debt for the six months ended June 30, 2023 of $9.0 million was primarily driven by the Company's repurchases of $34.7 million principal amount of the 6.75% Senior Notes.

The gain on early extinguishment of debt for the six months ended June 30, 2022 of $1.6 million was driven by the Company's repurchases of $49.8 million principal amount of the 6.75% Senior Notes.

Income Tax Expense

For the six months ended June 30, 2023, the Company recorded an income tax expense of $1.0 million on pre-tax book loss of $21.5 million, resulting in an effective tax rate of approximately (4.6)%. For the six months ended June 30, 2022, the Company recorded an income tax expense of $3.7 million on pre-tax book income of $11.5 million, resulting in an effective tax rate of approximately 32.4%. ~~For~~

The difference between the effective tax rate and the federal statutory rate of 21.0% for the six ~~months~~month period ended June 30, ~~2021,~~2023, primarily relates to the ~~Company recorded an income tax benefit of $3.6 million on pre-tax book loss of $31.4 million, resulting in an~~valuation allowance recognized during the year, changes to our projected full year effective tax rate, state and local income taxes, and the effect of ~~approximately 11.5%.~~certain statutory non-deductible expenses.

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

Adjusted EBITDA

As a result of the factors described above, Adjusted EBITDA of $41.0 million for the six months ended June 30, 2023, compared to the Adjusted EBITDA of $76.7 million for the six months ended June 30, 2022, ~~compared to the Adjusted EBITDA~~decreased approximately $35.7 million.

Table of ~~$45.8 million for the six months ended June 30, 2021, increased $30.9 million.~~Contents

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 June 30,					Three Months Ended June 30,
		2022		2021			2023		2022
GAAP net income (loss)		$	8,654	$	(5,891)
Income tax expense		3,887		739
GAAP net (loss) income						GAAP net (loss) income	$	(1,068)	$	8,654
Income tax (benefit) expense						Income tax (benefit) expense	(4,818)		3,887
Non-operating expenses, including net interest expense	Non-operating expenses, including net interest expense	16,146		17,777		Non-operating expenses, including net interest expense	17,496		16,146
Local marketing agreement fees		13		193
Depreciation and amortization	Depreciation and amortization	13,815		13,163		Depreciation and amortization	15,146		13,815
Stock-based compensation expense	Stock-based compensation expense	1,687		1,358		Stock-based compensation expense	1,492		1,687
Gain on sale or disposal of assets or stations	Gain on sale or disposal of assets or stations	(15)		(179)		Gain on sale or disposal of assets or stations	(272)		(15)

Gain on early extinguishment of debt	Gain on early extinguishment of debt	(1,597)		—		Gain on early extinguishment of debt	(8,389)		(1,597)
Restructuring costs	Restructuring costs	2,245		2,895		Restructuring costs	10,716		2,245
Non-routine legal expenses	Non-routine legal expenses	394		6,599		Non-routine legal expenses	173		394
Franchise taxes	Franchise taxes	256		203		Franchise taxes	200		269
Adjusted EBITDA	Adjusted EBITDA	$	45,485	$	36,857	Adjusted EBITDA	$	30,676	$	45,485

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		Six Months Ended June 30,					Six Months Ended June 30,
		2022		2021			2023		2022
GAAP net income (loss)		$	7,749	$	(27,809)
Income tax expense (benefit)		3,707		(3,611)
GAAP net (loss) income						GAAP net (loss) income	$	(22,535)	$	7,749
Income tax expense						Income tax expense	986		3,707
Non-operating expenses, including net interest expense	Non-operating expenses, including net interest expense	32,034		35,466		Non-operating expenses, including net interest expense	34,811		32,034
Local marketing agreement fees		18		689
Depreciation and amortization	Depreciation and amortization	27,369		26,573		Depreciation and amortization	29,830		27,369
Stock-based compensation expense	Stock-based compensation expense	3,194		2,415		Stock-based compensation expense	2,618		3,194
Gain on sale or disposal of assets or stations	Gain on sale or disposal of assets or stations	(1,126)		(462)		Gain on sale or disposal of assets or stations	(7,281)		(1,126)

Gain on early extinguishment of debt	Gain on early extinguishment of debt	(1,597)		—		Gain on early extinguishment of debt	(9,006)		(1,597)
Restructuring costs	Restructuring costs	4,522		4,473		Restructuring costs	11,007		4,522
Non-routine legal expenses	Non-routine legal expenses	464		7,627		Non-routine legal expenses	176		464
Franchise taxes	Franchise taxes	364		428		Franchise taxes	399		382
Adjusted EBITDA	Adjusted EBITDA	$	76,698	$	45,789	Adjusted EBITDA	$	41,005	$	76,698

Liquidity and Capital Resources

As of June 30, ~~2022,~~2023, we had ~~$108.7~~$92.4 million of cash and cash equivalents. The Company generated cash from operating activities of ~~$30.5~~$35.2 million and ~~$20.7~~$30.5 million for the six months ended June 30, ~~2022,~~2023, and June 30, ~~2021,~~2022, 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.~~tastes. In addition, our cash flows may be affected if customers are not able to pay, or delay payment of, accounts receivable that are owed to us, which risks may 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,

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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~~We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our ~~cash flows from operations~~short-term and long-term liquidity and capital resource needs. Certain contractual obligations are ~~subject~~reflected on the Consolidated Balance Sheet as of June 30, 2023, while others are considered future commitments. Our contractual obligations primarily consist of long-term debt and related interest payments, commitments under non-cancelable operating lease agreements, and employment and talent contracts. In addition to ~~a number of risks and uncertainties,~~our contractual obligations, we ~~anticipate~~expect that our primary anticipated uses of liquidity in 2023 will be to fund our working capital, make interest and tax payments, fund capital expenditures, execute our strategic plan and maintain operations.

Although there remains uncertainty related to the current macroeconomic conditions on the Company's future results, we believe our business model, our current cash ~~on hand, future cash expected to be generated from operations,~~reserves and borrowings from time to time under the ~~Refinanced~~Revolving Credit Agreement (or any such other credit facility as may be in place at the appropriate time) will help us manage our business and ~~potentially, external equity or debt financing, will be sufficient to fund our operations, any debt service obligations, estimated capital expenditures,~~anticipated liquidity needs for at least the next twelve months and ~~share or debt repurchases.~~the foreseeable future thereafter.

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~~the current macroeconomic conditions 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 (Term Loan due 2026)

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 45 — 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~~which was amended 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.2022. See Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 45 — 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 45 — Long-Term Debt," for further discussion of the Indenture and the 6.75% Senior Notes.

Share Repurchase Program

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Cash Flows Provided by Operating Activities


		Six Months Ended June 30,					Six Months Ended June 30,
		2022		2021			2023		2022
(Dollars in thousands)	(Dollars in thousands)					(Dollars in thousands)
Net cash provided by operating activities	Net cash provided by operating activities	$	30,524	$	20,691	Net cash provided by operating activities	$	35,188	$	30,524

Net cash provided by operating activities for the six months ended June 30, ~~2022~~2023 compared to the six months ended June 30, ~~2021~~2022 increased as ~~a result of improved operating results which was partially~~improvements in working capital were mostly offset by ~~changes in working capital.~~reduced operating income.

Cash Flows Used in Investing Activities


		Six Months Ended June 30,					Six Months Ended June 30,
		2022		2021			2023		2022
(Dollars in thousands)	(Dollars in thousands)					(Dollars in thousands)
Net cash used in investing activities	Net cash used in investing activities	$	(7,938)	$	(11,130)	Net cash used in investing activities	$	(6,376)	$	(7,938)

Net cash used in investing activities for the six months ended June 30, 2023 consists primarily of capital expenditures which were partially offset by proceeds from the sale of WFAS-FM.

For the six months ended June 30, 2022, net cash used in investing activities consists primarily of capital expenditures partially offset by proceeds from the sale of certain assets and stations and insurance proceeds received from hurricane damage.

Cash Flows Used in Financing Activities


	Six Months Ended June 30,
	2023		2022
(Dollars in thousands)
Net cash used in financing activities	$	(43,825)	$	(90,920)

For the six months ended June 30, ~~2021,~~2023, net cash used in ~~investing~~financing activities primarily relates to ~~capital expenditures.~~

~~Table~~the repurchase of ~~Contents~~

~~Cash Flows Used in Financing Activities~~

Six Months Ended June 30,
2022 2021
(Dollars in thousands)
Net cash used in financing activities $ (90,920) $ (156,344)
$34.7 million principal amount of the 6.75% Senior Notes for $25.9 million, the purchase of $7.8 million of treasury stock, and the repurchase of $3.8 million principal amount of Term Loan due 2026 for $3.6 million.

For the six months ended June 30, 2022, net cash used in financing activities primarily relates to the repurchase of $49.8 million principal amount of 6.75% Senior Notes for $48.2 million, the purchase of $25.0 million of treasury stock and a $12.5 million required Excess Cash Flow payment (as defined in the Term Loan due 2026).

~~For the six months ended June 30, 2021, net cash used in financing activities primarily relates to the total $115.0 million mandatory prepayments required by the terms~~

Table of the Company's debt agreements from the proceeds of the sale of land in Bethesda, MD, and sale of substantially all of the Company's broadcast communications tower sites and certain other related assets after giving effect to a right of reinvestment and a $60.0 million voluntary pay down of the total amount previously outstanding under the 2020 Revolving Credit Agreement which were partially offset by the proceeds received from the PPP loans.Contents

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of June 30, ~~2022.~~2023.

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, ~~2021.~~2022. Our critical accounting policies and estimates have not changed materially during the six months ended June 30, ~~2022.~~2023.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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~~as amended (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 June 30, ~~2022.~~2023.

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 June 30, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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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). ~~The~~Following the Ninth ~~Circuit, however, directed the district court~~Circuit’s direction to

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consider expedited motion practice on the legal validity of Flo & Eddie’s claims given the Ninth Circuit’s decision in the Sirius XM Radio ~~case.~~case, the district court set a schedule for Pandora to file a motion for summary judgment, which was subsequently filed and remains pending. The Company is not a party to that case and 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 (the "District Court") 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 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.~~judgment (the "Class Period"). On May 28, 2020, the Company filed a motion to dismiss the complaint. On December 17, 2020, the District 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 District Court entered an order granting the Company’s motion and dismissing all remaining claims. On November 12, 2021, one of the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Eleventh Circuit. ~~The Company intends~~While the appeal was pending, the parties agreed to ~~vigorously defend itself in~~a settlement, that if granted final approval, will resolve all of 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~~on a class-wide basis for the entire Class Period, and will provide the Company a general release. On February 16, 2023, the District Court granted preliminary approval to ~~reasonably estimate what effect~~ the ~~ultimate outcome might~~settlement. On July 10, 2023, the Court held a fairness hearing and on July 11, 2023, the Court issued an order granting final approval to the settlement. Once the applicable appeal deadlines have ~~if any, on~~expired and the Court’s order approving the settlement becomes final, the Company will make a settlement payment for which the Company expects to be indemnified by one of its ~~financial position, results of operations or cash flows.~~insurance carriers.

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 ~~2021~~2022 Form 10-K for information regarding known material risks that could materially affect our business, financial condition or future results. During the six months ended June 30, 2023, there were no material changes to our previously disclosed risk factors. 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 2. 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~~quarter ended June 30, ~~2022:~~2023:

Period Total Number of Shares Purchased 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)
April 1 - 30, 2022 — $ — — $ —
May 1 - 31, 2022 (1)
— — — 50,000
June 1 - 30, 2022 (2)
1,724,137 14.50 1,724,137 25,000
Total 1,724,137 $ 14.50 1,724,137 $ 25,000


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)
April 1- 30, 2023	—	$	—	—	$	16,656
May 1 - 31, 2023	—	—		—	16,656
June 1 - 30, 2023	1,745,005	3.25		1,745,005	10,985
Total (3)	1,745,005	$	3.25	1,745,005	$	10,985

(1) On May 3,4, 2022, the Company announced that 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, on May ~~6, 2022,~~12, 2023, the Company commenced a modified Dutch tender offer to purchase up to ~~$25.0~~$10.0 million of shares of its Class A common stock at a price not greater than ~~$16.50~~$3.25 and not less than ~~$14.50~~$2.85 per share of Class A common stock, to the tendering shareholder in cash, less any applicable withholding taxes and without interest (the ~~"Offer"~~"2023 Offer"). The 2023 Offer expired on June ~~3, 2022.~~9, 2023. Through the 2023 Offer, the Company accepted for payment a total of ~~1,724,137~~1,745,005 shares of the Company's Class A Common stock at a purchase price of ~~$14.50~~$3.25 per share, for an aggregate cost of approximately ~~$25.0~~$5.7 million, excluding fees and expenses. Subsequent to the 2023 Offer, ~~and as of June 30, 2022, approximately $25.0~~$11.0 million of the Company's outstanding Class A common stock remained available for repurchase under the share repurchase ~~program.~~ program as of June 30, 2023.

Item 6. Exhibits


Exhibit Number						Description

10.1						~~Fifth~~ Second Amendment to the ~~ABL~~ Credit Agreement, dated as of June ~~3, 2022,~~9, 2023, entered into by and among Cumulus Media Intermediate Inc., Cumulus Media New Holdings Inc. ~~("Holdings"~~(“Holdings”), each of the restricted subsidiaries of Holdings signatory thereto, ~~Fifth Third~~and Bank ~~National Association,~~of America, N.A., 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)~~13, 2023)

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

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

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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.

~~August 3, 2022~~July 28, 2023	By:	/s/ Francisco J. Lopez-Balboa
		Francisco J. Lopez-Balboa
		Executive Vice President, Chief Financial Officer

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Period	Total Number of Shares Purchased	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)
April 1 - 30, 2022	—	$	—	—	$	—
May 1 - 31, 2022 (1)	—	—		—	50,000
June 1 - 30, 2022 (2)	1,724,137	14.50		1,724,137	25,000
Total	1,724,137	$	14.50	1,724,137	$	25,000