8-K
CUMULUS MEDIA INC (CMLS)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 23, 2022
____________________________
CUMULUS MEDIA INC.
(Exact name of registrant as specified in its charter)
____________________________
| Delaware | 001-38108 | 82-5134717 | |||
|---|---|---|---|---|---|
| (State or other jurisdiction <br>of incorporation) | (Commission File Number) | (IRS employer <br>Identification No.) | |||
| 780 Johnson Ferry Road NE, Suite 500 | Atlanta | GA | 30342 | ||
| (Address of principal executive offices) | (Zip Code) | ||||
| Registrant’s telephone number, including area code | (404) | 949-0700 | |||
| n/a | |||||
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 | CMLS | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02 - Results of Operations and Financial Condition.
On February 23, 2022, Cumulus Media Inc. ("we" or the "Company") issued a press release announcing operating results for 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This information is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Item 7.01 Regulation FD Disclosure.
On February 23, 2022, the Company posted an investor presentation to the Investor Relations section of its website www.cumulusmedia.com. The Company may use the investor presentation, with possible modifications from time to time, in conversations with investors, analysts and others. A copy of the investor presentation is being furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
The information contained in this Item 7.01 of this current report on Form 8-K and in the accompanying Exhibit 99.2 incorporated by reference herein shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. This information, including the Exhibit 99.2 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933.
Item 9.01 - Financial Statements and Exhibits.
Exhibits.
| Number | Exhibit |
|---|---|
| 99.1 | Press release, dated February 23, 2022 |
| 99.2 | Investor Presentation |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
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 hereunto duly authorized.
| CUMULUS MEDIA INC. | |||
|---|---|---|---|
| By: | /s/ Francisco J. Lopez-Balboa | ||
| Name: Francisco J. Lopez-Balboa | |||
| Title: Executive Vice President, Chief Financial Officer | |||
| Date: | February 23, 2022 |
Document
Cumulus Media Reports Operating Results for 2021
Total Revenue of $916.5 Million, Up 12% Year-Over-Year
Digital Revenue of More Than $125 Million, Up 48% Year-Over-Year
Net Income of $17.3 Million vs. 2020 Net Loss of $59.7 Million
EBITDA of $134.9 Million, Up 66% Year-Over-Year
ATLANTA, GA — February 23, 2022: Cumulus Media Inc. (NASDAQ: CMLS) (the “Company,” "Cumulus Media," “we,” “us,” or “our”) today announced operating results for the three months and year ended December 31, 2021.
Mary G. Berner, President and Chief Executive Officer of Cumulus Media, said, "2021 was a year of tremendous progress and accomplishment for Cumulus. We not only achieved meaningful revenue growth in core radio, delivered substantial growth in digital, and greatly improved our operating leverage through material fixed cost reductions, but we also further and significantly de-levered our balance sheet, and executed many initiatives which bolstered our position as a true audio-first media company. As we carry this momentum into 2022, we continue to see significant upside with multiple pathways to enhance shareholder value.”
2021 Key Highlights:
•Made substantial progress on executing multi-dimensional, audio-first strategy (see latest investor presentation on our website)
◦Meaningfully increased distribution of broadcast content across multiple digital platforms, including podcast, audio streaming and video
◦Executed multiple sponsored content partnerships on major social platforms, including YouTube and Instagram, leveraging unique and exclusive assets
◦Entered into multi-year renewal with the NCAA, maintaining Westwood One’s position as the exclusive partner across broadcast radio, digital audio, distribution and licensing for March Madness and all NCAA Championships
◦Developed and brought to market several new multi-platform ad solutions for local and national clients, resulting in a 500%+ increase in multi-market package revenue
•Increased full year revenue by 12% year-over-year, or 15% on an ex-political basis
◦Sequentially improved revenue performance each quarter of 2021 vs. comparable quarters in 2019
◦Increased digital revenue by 48% year-over-year, to more than $125 million (now comprising 14% of total revenue)
•Increased full year net income to $17.3 million from a net loss of $59.7 million in 2020 and increased operating income to $69.1 million from an operating loss of $10.6 million
•Increased full year EBITDA by 66% year-over-year, or 127% on an ex-political basis
◦Increased EBITDA margins by nearly 500 basis points, despite typical off-cycle reduction of high-margin political revenue
◦Delivered net fixed cost reductions of more than $75 million vs. 2019 baseline
•Significantly strengthened balance sheet
◦Generated $68.5 million of cash from operations and $34 million of gross proceeds from Nashville land sale
◦Finished year with total cash balance of $177 million
◦Paid down $176.3 million of debt and received forgiveness of $20 million of PPP Loans, reducing net leverage (1) from 8.7x at 12/31/2020 to 4.7x at 12/31/2021
•Achieved third-party ESG scores among the highest in the peer group (see inaugural Corporate Sustainability Report on our website)
Operating Summary (dollars in thousands, except percentages and per share data):
For the three months ended December 31, 2021, the Company reported net revenue of $252.3 million, an increase of 2.6% from the three months ended December 31, 2020, net income of $17.6 million and Adjusted EBITDA of $43.2 million.
For the year ended December 31, 2021, the Company reported net revenue of $916.5 million, an increase of 12.3% from the year ended December 31, 2020, net income of $17.3 million and Adjusted EBITDA of $134.9 million.
| As Reported | Three Months Ended December 31, 2021 | Three Months Ended December 31, 2020 | % Change | |||
|---|---|---|---|---|---|---|
| Net revenue | $ | 252,304 | $ | 245,897 | 2.6 | % |
| Net income | $ | 17,639 | $ | (249) | N/A | |
| Adjusted EBITDA (1) | $ | 43,241 | $ | 39,576 | 9.3 | % |
| Basic income (loss) per share | $ | 0.86 | $ | (0.01) | N/A | |
| Diluted income (loss) per share | $ | 0.84 | $ | (0.01) | N/A | |
| As Reported | Year Ended December 31, 2021 | Year Ended December 31, 2020 | % Change | |||
| --- | --- | --- | --- | --- | --- | --- |
| Net revenue | $ | 916,467 | $ | 816,218 | 12.3 | % |
| Net income | $ | 17,278 | $ | (59,719) | N/A | |
| Adjusted EBITDA (1) | $ | 134,857 | $ | 81,257 | 66.0 | % |
| Basic income (loss) per share | $ | 0.84 | $ | (2.94) | N/A | |
| Diluted income (loss) per share | $ | 0.83 | $ | (2.94) | N/A |
(1)Net leverage and Adjusted EBITDA are not financial measures calculated or presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). For additional information, see “Non-GAAP Financial Measures.”
Revenue Detail Summary (dollars in thousands):
| As Reported | Three Months Ended December 31, 2021 | Three Months Ended December 31, 2020 | % Change | |||
|---|---|---|---|---|---|---|
| Broadcast radio revenue: | ||||||
| Spot | $ | 121,820 | $ | 128,111 | (4.9) | % |
| Network | 71,318 | 72,603 | (1.8) | % | ||
| Total broadcast radio revenue | 193,138 | 200,714 | (3.8) | % | ||
| Digital | 35,036 | 23,791 | 47.3 | % | ||
| Other | 24,130 | 21,392 | 12.8 | % | ||
| Net revenue | $ | 252,304 | $ | 245,897 | 2.6 | % |
| As Reported | Year Ended December 31, 2021 | Year Ended December 31, 2020 | % Change | |||
| --- | --- | --- | --- | --- | --- | --- |
| Broadcast radio revenue: | ||||||
| Spot | $ | 457,607 | $ | 431,225 | 6.1 | % |
| Network | 252,567 | 232,820 | 8.5 | % | ||
| Total broadcast radio revenue | 710,174 | 664,045 | 6.9 | % | ||
| Digital | 126,874 | 85,963 | 47.6 | % | ||
| Other | 79,419 | 66,210 | 20.0 | % | ||
| Net revenue | $ | 916,467 | $ | 816,218 | 12.3 | % |
Balance Sheet Summary (dollars in thousands):
| December 31, 2021 | December 31, 2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Cash and cash equivalents | $ | 177,028 | $ | 271,761 | ||||||
| Term loan due 2026 (2) | $ | 356,240 | $ | 469,411 | ||||||
| 6.75% Senior notes (2) | $ | 449,695 | $ | 452,836 | ||||||
| 2020 Revolving credit facility | $ | — | $ | 60,000 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | ||||
| --- | --- | --- | --- | --- | ||||||
| Capital expenditures | $ | 29,091 | $ | 14,868 | ||||||
| Three Months Ended December 31, 2021 | Three Months Ended December 31, 2020 | |||||||||
| --- | --- | --- | --- | --- | ||||||
| Capital expenditures | $ | 7,103 | $ | 5,309 |
(2)Excludes unamortized debt issuance costs.
Earnings Conference Call Details
The Company will host a conference call today at 4:30 PM ET to discuss its fourth quarter and full year 2021 operating results. NetRoadshow (NRS) is the service provider for this call. They will require email address verification (one-time only) and will provide registration confirmation. To participate in the conference call, please register in advance using the link on the Company's investor relations website at www.cumulusmedia.com/investors. Upon completing registration, a calendar invitation will follow with call access details, including a unique PIN, and replay details.
To join by phone with operator-assisted dial-in, domestic callers should dial 833-470-1428 and international callers should dial 404-975-4839. If prompted, the participant access code is 133565. Please call five to ten minutes in advance to ensure that you are connected prior to the call.
The conference call will also be broadcast live in listen-only mode through a link on the Company’s investor relations website at www.cumulusmedia.com/investors. This link can also be used to access a recording of the call, which will be available shortly following its completion.
Forward-Looking Statements
Certain statements in this release may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such statements are statements other than 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 involve risks and uncertainties. Actual results may differ from those contained in or implied by the forward-looking statements as a result of various factors including, but not limited to, risks and uncertainties related to the implementation of our strategic operating plans, the evolving and uncertain nature of the COVID-19 pandemic and its impact on the Company, the media industry, and the economy in general and other risk factors described from time to time in our filings with the Securities and Exchange Commission. Many of these risks and uncertainties are beyond our control, and the unexpected occurrence or failure to occur of any such events or matters could significantly alter our actual results of operations or financial condition. Cumulus Media assumes no responsibility to update any forward-looking statements, which are based upon expectations as of the date hereof, as a result of new information, future events or otherwise.
About CUMULUS MEDIA
Cumulus Media (NASDAQ: CMLS) is an audio-first media company delivering premium content to over a quarter billion people every month — wherever and whenever they want it. Cumulus Media engages listeners with high-quality local programming through 406 owned-and-operated radio stations across 86 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, CNN, the AP, the Academy of Country Music Awards, and many other world-class partners across more than 9,500 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.
Non-GAAP Financial Measures
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 the funding of 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 income (loss): interest, taxes, depreciation, amortization, stock-based compensation expense, gain or loss on the exchange, sale, or disposal of any assets or stations or early extinguishment of debt, local marketing agreement fees, restructuring costs, expenses relating to acquisitions and divestitures, non-routine legal expenses incurred in connection with certain litigation matters, and non-cash impairments of assets, if any.
Management believes that Adjusted EBITDA, with and excluding impact of political advertising, 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, with and excluding impact of political advertising, 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.
The Company presents revenue, excluding impact of political revenue. As a result of the cyclical nature of the electoral system and the seasonality of the related political revenue, management believes presenting net revenue, excluding impact of political revenue, provides useful information to investors about the Company’s revenue growth comparable from period to period.
The Company presents the non-GAAP financial measure net leverage, which is total debt principal, gross, less cash and cash equivalents, divided by Adjusted EBITDA. Management believes that net leverage is an important measure to monitor leverage and evaluate the balance sheet and is required for complying with certain covenants under the Company's credit agreements.
We refer to Adjusted EBITDA, with and excluding the impact of political advertising, net revenue, excluding impact of political revenue, and net leverage as the "Non-GAAP Financial Measures." Non-GAAP Financial Measures should not be considered in isolation or as a substitute for net income, net revenue, operating income, cash flows from operating activities or any other measure for determining the Company’s operating performance or liquidity that is calculated in accordance with GAAP. In addition, Non-GAAP Financial Measures may be defined or calculated differently by other companies and, therefore, comparability may be limited.
For further information, please contact:
Cumulus Media Inc.
Investor Relations Department
IR@cumulus.com
404-260-6600
Supplemental Financial Data and Reconciliations
Cumulus Media Inc.
Unaudited Condensed Consolidated Statements of Operations
(Dollars in thousands)
| Three Months Ended | Year Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | December 31, 2020 | December 31, 2021 | December 31, 2020 | |||||
| Net revenue | $ | 252,304 | $ | 245,897 | $ | 916,467 | $ | 816,218 |
| Operating expenses: | ||||||||
| Content costs | 98,382 | 100,774 | 358,691 | 337,078 | ||||
| Selling, general & administrative expenses | 100,457 | 97,839 | 376,832 | 367,695 | ||||
| Depreciation and amortization | 13,749 | 13,227 | 53,545 | 52,290 | ||||
| Local marketing agreement fees | 13 | 112 | 1,075 | 3,149 | ||||
| Corporate expenses | 10,337 | 7,934 | 55,029 | 31,003 | ||||
| Stock-based compensation expense | 1,404 | 772 | 5,191 | 3,337 | ||||
| Restructuring costs | 7,657 | 1,428 | 14,604 | 14,859 | ||||
| Loss (gain) on sale of assets or stations | 3,044 | 1,248 | (17,616) | 8,761 | ||||
| Impairment of capitalized software development costs | — | 4,139 | — | 4,139 | ||||
| Impairment of intangible assets | — | — | — | 4,509 | ||||
| Total operating expenses | 235,043 | 227,473 | 847,351 | 826,820 | ||||
| Operating income (loss) | 17,261 | 18,424 | 69,116 | (10,602) | ||||
| Non-operating income (expense): | ||||||||
| Interest expense | (16,020) | (19,122) | (67,847) | (68,099) | ||||
| Gain on early extinguishment of debt | 20,000 | — | 20,000 | — | ||||
| Other expense, net | (677) | (197) | (1,009) | (267) | ||||
| Total non-operating income (expense), net | 3,303 | (19,319) | (48,856) | (68,366) | ||||
| Income (loss) before income taxes | 20,564 | (895) | 20,260 | (78,968) | ||||
| Income tax (expense) benefit | (2,925) | 646 | (2,982) | 19,249 | ||||
| Net income (loss) | $ | 17,639 | $ | (249) | $ | 17,278 | $ | (59,719) |
The following tables reconcile net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA for the periods presented herein (dollars in thousands):
| As Reported | Three Months Ended December 31, 2021 | Three Months Ended December 31, 2020 | ||
|---|---|---|---|---|
| GAAP net income (loss) | $ | 17,639 | $ | (249) |
| Income tax expense (benefit) | 2,925 | (646) | ||
| Non-operating expense, including net interest expense | 16,697 | 19,319 | ||
| Local marketing agreement fees | 13 | 112 | ||
| Depreciation and amortization | 13,749 | 13,227 | ||
| Stock-based compensation expense | 1,404 | 772 | ||
| (Gain) loss on sale or disposal of assets or stations | 3,044 | 1,248 | ||
| Impairment of capitalized software development costs | — | 4,139 | ||
| Restructuring costs | 7,657 | 1,428 | ||
| Non-routine legal expenses | 41 | — | ||
| Gain on early extinguishment of debt | (20,000) | — | ||
| Franchise taxes | 72 | 226 | ||
| Adjusted EBITDA | $ | 43,241 | $ | 39,576 |
| As Reported | Year Ended December 31, 2021 | Year Ended December 31, 2020 | ||
| --- | --- | --- | --- | --- |
| GAAP net income (loss) | $ | 17,278 | $ | (59,719) |
| Income tax expense (benefit) | 2,982 | (19,249) | ||
| Non-operating expense, including net interest expense | 68,856 | 68,366 | ||
| Local marketing agreement fees | 1,075 | 3,149 | ||
| Depreciation and amortization | 53,545 | 52,290 | ||
| Stock-based compensation expense | 5,191 | 3,337 | ||
| (Gain) loss on sale or disposal of assets or stations | (17,616) | 8,761 | ||
| Impairment of capitalized software development costs | — | 4,139 | ||
| Impairment of intangible assets | — | 4,509 | ||
| Restructuring costs | 14,604 | 14,859 | ||
| Non-routine legal expenses | 8,257 | — | ||
| Gain on early extinguishment of debt | (20,000) | — | ||
| Franchise taxes | 685 | 815 | ||
| Adjusted EBITDA | $ | 134,857 | $ | 81,257 |
The following tables reconcile the as reported net revenue and as reported Adjusted EBITDA, both including and excluding the impact of political, for the periods presented herein (dollars in thousands):
| Three Months Ended December 31, 2021 | Three Months Ended December 31, 2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| As reported net revenue | $ | 252,304 | $ | 245,897 | ||||||
| Political revenue | (1,391) | (14,306) | ||||||||
| As reported net revenue, excluding impact of political revenue | $ | 250,913 | $ | 231,591 | Three Months Ended December 31, 2021 | Three Months Ended December 31, 2020 | ||||
| --- | --- | --- | --- | --- | ||||||
| As reported Adjusted EBITDA | $ | 43,241 | $ | 39,576 | ||||||
| Political EBITDA | (1,252) | (12,875) | ||||||||
| As reported Adjusted EBITDA, excluding impact of political EBITDA | $ | 41,989 | $ | 26,701 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | ||||
| --- | --- | --- | --- | --- | ||||||
| As reported net revenue | $ | 916,467 | $ | 816,218 | ||||||
| Political revenue | (4,656) | (26,256) | ||||||||
| As reported net revenue, excluding impact of political revenue | $ | 911,811 | $ | 789,962 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | ||||
| --- | --- | --- | --- | --- | ||||||
| As reported Adjusted EBITDA | $ | 134,857 | $ | 81,257 | ||||||
| Political EBITDA | (4,190) | (23,630) | ||||||||
| As reported Adjusted EBITDA, excluding impact of political EBITDA | $ | 130,667 | $ | 57,627 |
The following table sets forth a reconciliation of our total debt principal, gross, cash and cash equivalents, and Adjusted EBITDA to net leverage for the periods presented herein (dollars in thousands):
| As of December 31, | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Total debt principal, gross | $ | 805,935 | $ | 982,247 |
| Less: Cash and cash equivalents | (177,028) | (271,161) | ||
| Total debt principal, net | $ | 628,907 | $ | 711,086 |
| Year Ended December 31, | ||||
| --- | --- | --- | --- | --- |
| 2021 | 2020 | |||
| Adjusted EBITDA | $ | 134,857 | $ | 81,257 |
| Net leverage | 4.7x | 8.7x |
8
irpresentation-q4x21earn
Investor February 2022 Presentation
SAFE HARBOR STATEMENTS Forward-Looking Statements: Certain statements in this presentation may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such statements are statements other than historical fact and relate to our intent, belief or current expectations, primarily with respect to our future operating, financial and strategic performance. These statements generally are accompanied by words such as “intend,” “anticipate,” “believe,” “estimate,” “project,” “target,” “plan,” “expect,” “will,” “should,” “would” or similar statements. Any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ from those contained in or implied by the forward-looking statements as a result of various factors including, but not limited to, risks and uncertainties relating to the impact of the COVID-19 global pandemic and related measures taken by governmental or regulatory authorities to combat the global pandemic, including the impact of the global pandemic on our results of operations, financial condition and liquidity; our achievement of certain expected revenue results, including as a result of factors or events that are unexpected or otherwise outside of our control; our ability to generate sufficient cash flows to service our debt and other obligations and our ability to access capital, including debt or equity; general economic or business conditions affecting the radio broadcasting industry which may be less favorable than expected, decreasing spending by advertisers; changes in market conditions which could impair our intangible assets and the effects of any material impairment of our intangible assets; our ability to execute our business plan and strategy; our ability to attract, motivate and/or retain key executives and associates; increased competition in the radio broadcasting industry and our ability to respond to changes in technology in order to remain competitive; shift in population, demographics, audience tastes and listening preferences; disruptions or security breaches of our information technology infrastructure; the impact of current, pending or future legislation and regulations, antitrust considerations, and pending or future litigation or claims; changes in regulatory or legislative policies or actions or in regulatory bodies; changes in uncertain tax positions and tax rates; changes in the financial markets; changes in capital expenditure requirements; changes in interest rates; the possibility that we may be unable to achieve any expected cost-saving or operational synergies in connection with any acquisitions or business improvement initiatives, or achieve them within the expected time periods or other risks identified from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2021. Many of these risks and uncertainties are beyond our control, and the unexpected occurrence or failure to occur of any such events or matter could significantly alter our actual results or our operations or financial condition. Cumulus Media Inc. assumes no responsibility to update any forward-looking statement as a result of new information, future events or otherwise. Non-GAAP Measures: In addition to U.S. GAAP financial measures, this presentation includes certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with U.S. GAAP and may differ from non-GAAP measures used by other companies in our industry. The Company considers these non-GAAP financial measures to be important because they provide useful measures of the operating performance of the Company, exclusive of unusual events, as well as factors that do not directly affect what we consider to be our core operating performance. Non-GAAP results are presented for supplemental informational purposes only for understanding the Company’s operating results and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP and may differ from similar measures presented by other companies. With respect to our forward-looking guidance, no reconciliation between a non-GAAP measure to the closest corresponding GAAP measure is included because we are unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts, and we believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors. In particular, a reconciliation of forward-looking EBITDA to the closest corresponding GAAP measure is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the amounts required to reconcile such measure. The unavailable information could have a significant impact on the company's future financial results. All reconciliations of non-GAAP financial measures to the most directly comparable GAAP measure are set forth in the Appendix to this presentation. Third-Party Data: This presentation contains statistical data that we obtained from industry publications and reports generated by third parties. Although we believe that the publications and reports are reliable, we have not independently verified this statistical data and accordingly we cannot guarantee their accuracy or completeness. Please refer to the list of sources beginning on page 33 for all referenced numbers. 2
STRATEGIC POSITIONING INVESTMENT HIGHLIGHTS HISTORY AND RESULTS VALUE CREATION MODEL COMPANY OVERVIEW 3
AN AUDIO-FIRST MEDIA COMPANY and delivering highly efficient TRADITIONAL + DIGITAL advertising & marketing SOLUTIONS… connecting tens of thousands of BUSINESSES… Captivating LISTENERS with engaging, multi-platform audio content in every community in the U.S…. with 250+ million potential CUSTOMERS 4
HIGHLY ATTRACTIVE ENTRY POINT CONSENSUS PRICE TARGET ~2x CURRENT TRADING LEVELS INVESTMENT HIGHLIGHTSCUMULUS MEDIA Audio-First Media Strategy Supporting Sustainable, Long-Term Shareholder Returns Balanced Business Model: Fast Growing Digital Business Lines and High Free Cash Flow Significant Flexibility to Optimize Capital Allocation in 2022, Including Debt Paydown & Return of Capital Continued Value Creation Through Portfolio Optimization and Accretive M&A Proven Management Team with Track Record of Strong Operating Performance & Experienced Board Focused on Value Creation and Strategy 5
406 Stations in 86 Markets #1 Network with ~9,500 Affiliates 1.2B+ Annual Podcast Downloads 5.0B+ Annualized Streaming Impressions ~3K Digital Marketing Services Clients STREAMING NETWORK 6 LEADING TALENT & BRANDS CUMULUS MEDIA AT A GLANCE News/Talk Sports Music & Entertainment Kevin Harlan Larry O’Connor Chris Salcedo Mitch Albom John Phillips Hallerin Hilton Hill Bruce St. James Kix BrooksRoula Christie Kenny SmoovGreg McElroyRich Eisen
ATTRACTIVE FINANCIAL PROFILE ANTICIPATED CONTINUING REBOUND FROM PANDEMIC SUBSTANTIAL GROWTH FROM MULTIPLE DIGITAL BUSINESS LINES ENHANCED OPERATING LEVERAGE & DE-LEVERAGED BALANCE SHEET 7 $175-200M 2022 EBITDA Guidance (represents 30% - 48% growth from 2021) Net Leverage Target <3.5x (achievable by end of 2022 at low end of guidance range) $127M Total Digital Revenue for 2021 (up from $78M in 2019) 14% Digital Share of 2021 Revenue (up from 8% in 2019) +48% Annual Digital Growth YoY (for 2021) >$75M Permanent Fixed Cost Reductions (vs. 2019 baseline) >$100M Cash Flow From Operations (2019 pre-pandemic run rate) >$625M | >$30/sh Net Debt Reduction (down ~50% since June 2018) Per Share
STRATEGIC POSITIONING INVESTMENT HIGHLIGHTS HISTORY AND RESULTS VALUE CREATION MODEL COMPANY OVERVIEW 8
HISTORICAL AUDIENCE ACQUISITION: ONE-DIMENSIONAL RADIO-FIRST MODEL THE CONTENT WE CREATED HOW IT WAS CONSUMED HOW IT WAS DISTRIBUTED One Product One Way Radio Device | Set Schedule 9
CURRENT AUDIENCE ACQUISITION: MULTI-DIMENSIONAL AUDIO-FIRST MODEL THE CONTENT WE CREATE HOW IT’S CONSUMED HOW IT’S DISTRIBUTED Multiple Products Multiple Ways Multiple Devices | On-Demand 10
AUDIO-FIRST MODEL LEVERAGING TALENT ACROSS PLATFORMS TO GROW AUDIENCES AND SELLABLE IMPRESSIONS Began on podcast platform Leading millennial conservative political news/talk voice Launched 1-hour broadcast syndicated show repurposing podcast content Expanded to 3-hour syndicated show, including two hours of live content Now with over 375 radio affiliates with a total monthly broadcast reach of 4.8 mm listeners on top of over 40 mm podcast downloads per month Highly popular CHR morning show host in Atlanta on Q99.7 Began exclusively as local radio show host Created initial podcasting and streaming platform Began distributing 20 different daily podcasts using repurposed show content Now with a monthly reach of more than 1 mm streaming & broadcast listeners plus more than 6 mm podcast downloads per month Expanded into syndication to 25+ radio stations Bert Weiss Ben Shapiro 11
HISTORICAL MONETIZATION: ONE-DIMENSIONAL RADIO-FIRST MODEL THE PRODUCT WE SOLD ADDRESSABLE AD MARKET ~800 SELLERS ACROSS 90+ LOCATIONS (1) 12
CURRENT MONETIZATION: MULTI-DIMENSIONAL AUDIO-FIRST MODEL THE PRODUCTS WE SELL ADDRESSABLE AD MARKET ~800 SELLERS ACROSS 90+ LOCATIONS & PROGRAMMATIC (2) 13
100% local radio client in 2020 MONETIZATION STRATEGY RESULTING IN INCREASED REVENUE FROM EXISTING AND NEW CLIENTS National Auto Aftermarket Company Local Financial Services Company National Insurance Company +58% YoY +100% YoY +45% YoY 100% podcast client in 2020 Added network radio in 2021 with total spend up 100% digital marketing services client for three years Added radio in 2021 with total spend up 100% network radio client in 2020 Added podcast in 2021 with total spend up Local Home Improvement Company 14 +350% YoY Added digital marketing services in 2021 with total spend up
STRATEGIC POSITIONING INVESTMENT HIGHLIGHTS HISTORY AND RESULTS VALUE CREATION MODEL COMPANY OVERVIEW 15
HISTORICAL TURNAROUND STRATEGY FOCUSED ON SUSTAINABLE REVENUE GROWTH, OPERATIONAL EFFICIENCY & ASSET OPTIMIZATION Successful Turnaround 2016 – 6/2018 (Ch. 11 Exit) Strategic Realignment 6/2018-2019 Expanded revenue focus to audio-first audience acquisition and monetization, increasing digital to 8% of revenue from 3% in 2016 In 2019, delivered 2nd straight year of same station revenue growth, and 3rd straight year of same station EBITDA growth (ex- political) Initiated ongoing asset optimization effort with highly accretive divestitures and swaps/acquisitions Reduced debt by $275 mm through aggressive paydown and FCF generation Established strong leadership team under CEO Mary Berner Reversed three-year ratings decline and delivered EBITDA growth for first time in five years Reduced debt by $1 bn through Chapter 11 completed in 6 months Executed cultural overhaul leading to substantially increased employee engagement and reduction of crippling levels of turnover Pandemic Triage/ Recovery 2020-Mid 2021 Generated $33 mm of cash from operations for full year 2020 by strong working capital management Realized ~$320 mm of gross proceeds from non-core M&A Permanently reduced fixed costs by $50 mm and lowered net debt by ~$300 mm Launched unique, cross- platform partnerships and accelerated digital growth Maintained high levels of employee confidence and engagement despite pandemic Mid 2021+ Growth Acceleration Intensifying efforts to build audiences and revenue through multiple digital paths Executing additional net fixed cost reductions (now anticipating $75+ mm vs. 2019) Exploring M&A opportunities and partnerships that bolster growth, profitability and/or competitive position Considering multiple options for capital allocation among M&A, debt paydown and return of capital to shareholders 16
COMPANY TRANSITION TO AUDIO-FIRST MEDIA STRATEGY WITH EXPANDED MONETIZATION OPPORTUNITIESRESULTS Broadcast Revenue (77% of 2021 Total Revenue) Digital Revenue (14% of 2021 Total Revenue) Spot Revenue: Monetization of local station listeners via local and national advertisers Highly engaged fan base with significant ROI and brand loyalty 406 stations across 86 markets Network Revenue: Monetization of owned and third-party radio advertising inventory, acquired primarily through content and services syndication and bundled for nation-wide scale, via national advertisers Highest efficiency medium for achieving national radio exposure #1 network with ~9,500 affiliated stations Streaming: Simultaneous & on-demand broadcasts of radio programming through digital distribution outlets Enhanced targeting capabilities for advertisers with comparable contribution margin to broadcast radio Highest average time spent listening of major peers (3) Podcasting: Monetization of pre-roll and in-stream (including host-read) ads on podcasts distributed on all major platforms Highly effective brand endorsements in high-growth market Over 1.2 bn annual downloads; 2021 revenue up greater than 25% against 2020 Digital Marketing Services & Campaigns: Full suite of digital marketing solutions – from websites to reputation management to targeted digital ads Leverages relationships with tens of thousands of clients ROI increases 19% when bundled with core radio buy (4) Note: Other revenue (including trade, barter, event & non-traditional revenue) represented 9% of 2021 revenue 17
ENHANCEMENT OF OPERATING LEVERAGE AND FINANCIAL EFFICIENCY THROUGH COST ACTIONS AND DEBT PAYDOWN Cost Structure Rationalization Total permanent net fixed cost reductions to top $75 mm in 2022 versus 2019 Margin Improvement De-Leveraging Free Cash Flow Conversion Pre-pandemic, EBITDA margins expanded by 100+ bps from 2016 to 2019 EBITDA margins expanded by nearly 500 bps from 2020 to 2021 Net debt reduced by >$625 mm or ~50% since emerging from bankruptcy, improving capital allocation flexibility Targeting reduction in net leverage to below 3.5x 2019 cash flow from operations of >$100 mm, with even better run-rate given debt paydown activity during the year 2021 cash flow from operations of ~$69 mm Capital expenditures reduced by 50% to <$15 mm during 2020 to mitigate pandemic’s impact; current capex run-rate ~$30 mm RESULTS 18
GROWTH PROFILE IMPROVEMENT FROM SPORTS BETTING, STRATEGIC PARTNERSHIPS, AND ACCRETIVE M&A Sports Betting Significant New Ad Category With High Growth Potential Providing marketing services to multiple leading platforms in the sports betting space as the industry is spending heavily to increase brand awareness Anticipating incremental revenue generation from sports- betting legalization in more states Acquisitions & Swaps Non-Core Asset Monetization Expanded partnership with podcast host (whose podcast was consistently ranked in the top 10 on Apple podcasts during 2021 and achieved 230 mm downloads for year) into radio Surpassed 300-station milestone in syndication of show within two months on air Acquired WKQX-FM in Chicago for $18 mm during bankruptcy Completed two immediately accretive swaps in 2019, resulting in market-leading positions in Indianapolis and Allentown Divested nearly $480 mm of non-core assets (land, towers and certain stations) from 2018 to 2021 Collectively, non-core asset sales had virtually no impact on EBITDA or business operations The Dan Bongino Show Multi-Platform Content, Distribution & Monetization Partnership Establishes strong beachhead in area of high listener and advertiser interest Builds deep institutional relationships with clients in one of the fastest growing audio ad segments Increases audience and revenue opportunities from existing talent relationship Demonstrates benefits from successful execution of cross-platform talent/content repurposing Consistent with portfolio optimization strategy to grow in markets where there is a path to leadership Accretive acquisitions with limited integration risk Consistent with focus on generating liquidity through divestiture of non-core assets Strengthened balance sheet to increase financial flexibility and capital allocation optionality for execution of growth-oriented opportunities Summary Impact 19 RESULTS
ROBUST Q4 2021 FINANCIAL PERFORMANCE WITH STRONG BALANCE SHEET & LIQUIDITY PROFILE Positive Revenue Trajectory Increased total revenue by 8% year-over-year (ex-political) Increased digital revenue by 47% year-over-year Reduced Fixed Costs >$75 mm of permanent net fixed cost reductions to be realized in 2022 vs. 2019 Strengthened Balance Sheet Finished quarter with $177 mm cash on hand and $273 mm of total available liquidity Generated $29 mm of cash from operations Received forgiveness of $20 mm of PPP Loans New Long Term Net Leverage Target <3.5x 20 RESULTS (expect to achieve by year end 2022 while retaining flexibility for return of capital and accretive M&A)
STRATEGIC POSITIONING INVESTMENT HIGHLIGHTS HISTORY AND RESULTS VALUE CREATION MODEL COMPANY OVERVIEW 21
MULTIPLE DRIVERS FOR SHAREHOLDER VALUE CREATION Improved Operating Leverage Rigorous Cost Management 3 Top Line Growth Momentum Tailwinds From Ongoing Radio Recovery Significant Digital Revenue Growth Capital Allocation Flexibility M&A, Partnerships & Portfolio Optimization High FCF Conversion & Strong Balance Sheet 4 5 22 21
TAILWINDS FROM ONGOING RADIO INDUSTRY RECOVERY Radio remains a large and attractive market… … with additional audience recovery as return-to-work increases… … and upside from rebound of key advertising categories Key advertising categories remain well below pre-pandemic levels largely as a result of exogenous factors that are expected to resolve over time Of the workforce did not physically work in their office during the first week of February 2022 (7) Represents opportunity for recapture of drive-time listening (8) Share of ad-supported audio time spent (persons 18+) (5) Americans aged 18+ reached monthly by AM / FM radio (6) Local radio industry revenue selected categories (1H 2021 vs. 1H 2019) (9) 23 66% 1 Commuting Every Day Commuting Some Days Working From Home Every Day 93%
SIGNIFICANT DIGITAL REVENUE GROWTH FROM MULTIPLE DRIVERS Streaming Podcasting Digital Marketing Services Robust Market Dynamics Cumulus Media Competitive Positioning Cumulus Media Performance Highlights ~$1.2 bn Estimated 2022 broadcast streaming market revenue (10) 94+ mm Estimated households with a smart speaker (11) Content distributed anywhere and everywhere, through all major listening outlets, including video (owned + 3rd party) Favorable economics and exclusivity of inventory control regardless of distribution channel 28% % of streams consumed through a smart speaker ~1 Hour Average time spent listening, which leads all major peers ~$1.8 bn Estimated 2022 podcast market revenue (12) 41% Projected 2018 to 2021 revenue CAGR (13) Best-in-class promotional & monetization partner for podcast content creators Focused on personality-driven content with audio-first extension potential and commercial appeal 1.2 bn Downloads in 2020 from 250+ represented podcasts >25% 2021 year-over-year revenue growth ~$15 bn Estimated market revenue opportunity (14) +5-10% Estimated ‘17-’20 market revenue CAGR (15) Full suite of digital marketing solutions, including presence and campaign- oriented products delivered through white-label partners Leveraging high-touch sales force relationships with SMBs seeking “Do-It-For- Me” solutions >30% 2021 year-over-year revenue growth ~10% 2021 attachment rate to local orders, representing significant upside potential 2 24
ENHANCED OPERATING LEVERAGE FROM ADDITIONAL COST REDUCTIONS Permanent improvement in net fixed expense run-rate vs. 2019 (Q1 2021 guidance) Total permanent net fixed expense improvement by 2022 (increased guidance in February 2022) Business process improvements enabled by technology Major contract renegotiations Facility consolidations and reductions Reductions in travel, entertainment and supplies Headcount reductions and improved employee efficiency 25 $50M >$75M 3
CONTINUED VALUE CREATION FROM FUTURE M&A AND INVESTMENTS JUNE Purchased WKQX-FM from Merlin Media for $18.0 mm Sold Blacksburg market cluster to Monticello Media for $450K NOVEMBER Sold six stations contributing a combined annual EBITDA of ~$6 mm to Educational Media Foundation for $103.5 mm MAY Sold KLOS-FM to Meruelo Media for $43.0 mm at 8.6x EBITDA APRIL Sold DC land to Toll Brothers for $74.1 mm JUNE Announced completion of Nashville land sale for $34.0 mm AUGUST Announced WynnBET partnership extending Cumulus’s reach in emerging sports- betting market JULYMARCH Swapped Nash 94.7 and other assets in NYC / Maryland with Entercom for assets in Indianapolis MAY Swapped Bridgeport cluster with Connoisseur Media for Allentown cluster MARCH Sold WABC-AM to Red Apple Media for $12.5 mm SEPTEMBER Sold-leased back tower portfolio to Vertical Bridge REIT for $210.6 mm gross proceeds at a multiple of 14.25x Cash Flow 98.1/ 1450 CumulusMedia (NYC/Springfield, MA) Entercom (Indianapolis) Connoisseur Media (Allentown)Cumulus Media (Bridgeport) WEEX-AM and WTKZ-AM 26 4 2018 2019 2020 2021
STRONG BALANCE SHEET & SIGNIFICANT LIQUIDITY WITH CAPITAL ALLOCATION FLEXIBILITY Net Debt ($ mm) and Net Leverage Substantial available liquidity including cash of $177 mm as of Q4 2021 plus $96 mm of availability under ABL Revolver Continuation of debt paydown ($175 mm in Q2 2021 and $20 mm of PPP loan forgiveness in Q4 2021) Covenant-lite capital structure with long- dated (2026) maturities for Term Loan and Senior Notes Disciplined Growth De-Leveraging Capital Return Organic and inorganic (M&A / partnerships) actions to achieve and/or expand leadership positions Focus on de-risking balance sheet through rapid de-leveraging to below 3.5x net leverage by the end of 2022 Potential to return capital to shareholders as part of capital allocation strategy 27 5 4.7x $629 $1,009 4.7x 8.7x $710 $1,216 5.2x $1,263 5.8x YE 2021YE 2020YE 2019YE 2018Q2 2018
STRATEGIC POSITIONING INVESTMENT HIGHLIGHTS HISTORY AND RESULTS VALUE CREATION MODEL COMPANY OVERVIEW 28
HIGHLY ATTRACTIVE ENTRY POINT CONSENSUS PRICE TARGET ~2x CURRENT TRADING LEVELS INVESTMENT HIGHLIGHTSCUMULUS MEDIA Audio-First Media Strategy Supporting Sustainable, Long-Term Shareholder Returns Balanced Business Model: Fast Growing Digital Business Lines and High Free Cash Flow Significant Flexibility to Optimize Capital Allocation in 2022, Including Debt Paydown & Return of Capital Continued Value Creation Through Portfolio Optimization and Accretive M&A Proven Management Team with Track Record of Strong Operating Performance & Experienced Board Focused on Value Creation and Strategy 29
Appendix
Bob Walker President, Cumulus Operations Mary Berner President & CEO Richard Denning EVP, General Counsel & Secretary Francisco J. Lopez- Balboa EVP, CFO Suzanne Grimes President, Westwood One EVP, Corporate Marketing Dave Milner President, Cumulus Operations Former CEO, The Association of Magazine Media Former CEO, Reader’s Digest Former President & CEO, Fairchild Publications Former EVP & CFO, Univision Former MD, Goldman, Sachs-Investment Banking, TMT Former Attorney, Dow, Lohnes & Albertson Member, Pennsylvania Bar, District of Columbia Bar & Georgia Bar Former President & COO, Clear Channel Outdoor NA Former President, U.S. Lifestyle Communities, Canada & India, Reader’s Digest Former President & Market Manager, iHeart (Sacramento) Former VP of Sales, Entercom (San Francisco) Co-Head, Office of Programming, Cumulus Media Former EVP & General Manager, The Weather Channel Former President & General Manager, Gannett (Atlanta) EXPERIENCED LEADERSHIP TEAM EXECUTING OUR VISION 50% of Executive Officers are Female or from Ethnically Diverse Backgrounds 31
OUR ESG PRIORITIES Our Board and management continue to oversee our ESG strategy and enhance our disclosures to align with the SASB standard Developed Programming Principles that describe our commitment to accuracy and respect for cultural rights and diversity Constantly monitor our content to ensure compliance with programming guidelines Enforce our Payola-Plugola Policy which strictly prohibits every employee from improperly profiting personally from the use of public airwaves Codify our approach to intellectual property protections in our employee handbook Conduct bi-annual company-wide anonymous culture survey to gauge employee sentiment and engage our workforce Monitor employee turnover and present detailed data to our Board as part of their oversight of our human capital strategy Driven by FORCE – our guiding principles and commitment to be Focused, Responsible, Collaborative and Empowered that guides our work and the decisions that we make every day Established hiring and promotion diversity goals for women and black, indigenous, people of color (BIPOC) Created a DEI Steering Committee, led by the CEO, composed of six leadership team members to lead our ongoing our DEI strategy Joined CEO Action for Diversity & Inclusion, and committed to promote DEI in the workplace Senior leaders completed an intensive 28-day anti-racism program in addition to ongoing trainings on race, allyship and managing unconscious biases for business leaders and companywide DEI training Rolled out Programming Principles to memorialize how the FORCE CUMULUS values should be expressed in programming Utilize industry best practices to protect consumer privacy and personally identifiable information, and to secure all information assets Conduct bi-annual mandatory company-wide information security training Adopted both proactive and reactive data breach measures and operational plans to address any potential disaster recovery-related issues Attracting and Retaining Our Human Capital Prioritizing Diversity, Equity and Inclusion Managing Cybersecurity and Data Privacy 32 Promoting Journalistic Integrity and Protecting Intellectual Property
SOURCES & METHODOLOGY 33 1) BIA (2019); Over-the-air revenues plus Company estimate for total network radio market revenue 2) Calculated as the sum of over-the-air radio market revenues (BIA, 2019), online revenues (BIA, 2019), network radio market revenues (Company estimate), podcasting market revenues (IAB, PwC, May 2021), and local digital marketing services revenues (Company estimate, see note 14 below for methodology) 3) Triton Webcast Metrics Rankers (June 2021); Daypart: Monday-Sunday, 6am-Midnight 4) Analytic Partners (2016); Analysis based on over 3,200 ad campaigns from 2010-2015 5) Edison Research (Q3-Q4 2020, Q1-Q2 2021); “Share of Ear” study 6) Nielsen (Spring 2021); Nationwide Survey; Adults 18+ 7) Grant, P. (2022, February 14); “People Are Going Out Again, but Not to the Office”; The Wall Street Journal 8) Real-Time Population Survey (May 2021); Alexander Bick, Adam Blandin, and Karel Mertens; “Work From Home After COVID-19 Outbreak”; Federal Reserve Bank of Dallas 9) Miller Kaplan Arase LLP (September 2021); Ad hoc analysis 10) BIA (March 2021); 2021 U.S. Local Advertising Forecast; “Online Revenues” 11) Edison Research, Triton Digital (March 2021); The Infinite Dial 2021 Report 12) IAB, PwC (May 2021); U.S. Podcast Advertising Revenue Study 13) IAB, PwC (May 2021); U.S. Podcast Advertising Revenue Study 14) Company estimate (2021); Assumes ~3.7 mm addressable market of U.S. small-and-mid-sized businesses with 1-50 employees in verticals that generally have digital marketing services needs with average annual spend of $4,000; LSA/Mono Small Business Survey (2018); U.S. Census Bureau (2017 County Business Patterns) 15) Company estimate (2021); Based on publicly available comparable analysis and interviews with market participants
GLOSSARY OF NON-GAAP TERMS 34 The non-GAAP terms referenced below may be provided on an As-Reported Basis as well as a Same Station Basis. “EBITDA” or “Adjusted EBITDA” Net income or loss excluding: interest, taxes, depreciation, amortization, stock-based compensation expense, gain or loss on the exchange, sale, or disposal of any assets or stations, local marketing agreement fees, restructuring costs, expenses relating to acquisitions and divestitures, non-routine legal expenses incurred in connection with certain litigation matters, and non-cash impairments of assets, if any. “EBITDA (ex political)” or “Adjusted EBITDA (ex political)” EBITDA excluding the impact of political advertising. “Net debt” “Net leverage” These non-GAAP terms are not defined in GAAP and our definitions may differ from, and therefore not be comparable to, similarly titled measures used by other companies, thereby limiting their usefulness. Such terms are used by management in addition to and in conjunction with results presented in accordance with GAAP and should be considered as supplements to, and not as substitutes for, net income and cash flows reported in accordance with GAAP. Total debt less cash and cash equivalents. Net debt divided by trailing twelve month Adjusted EBITDA
RECONCILIATIONS TO NON-GAAP TERMS NET INCOME TO ADJUSTED EBITDA (AS REPORTED BASIS, 2016-2021, EX. POLITICAL) 35 ($ in ‘000s) 2016 2017 2018 2019 2020 2021 Net (loss) income $ (510,720) $ (206,565) $ 757,581 $ 61,257 $ (59,719) $ 17,278 Income tax (benefit) expense (26,154) (163,726) (189,212) 22,263 (19,249) 2,982 Non-operating expense, including net interest expense 136,102 127,179 54,260 83,068 68,366 68,856 Local marketing agreement fees 12,824 10,884 4,280 3,500 3,149 1,075 Depreciation and amortization 87,267 62,239 56,106 52,554 52,290 53,545 Stock-based compensation expense 2,948 1,614 3,635 5,301 3,337 5,191 Impairment of assets held for sale - - - 6,165 - - Impairment of intangible assets and goodwill 604,965 335,909 - 15,563 4,509 - Impairment of capitalized software development costs - - - - 4,139 - (Gain) loss on sale of assets or stations (95,695) (2,499) 261 (55,403) 8,761 (17,616) Reorganization items, net - 31,603 (466,201) - - - Restructuring costs 1,817 19,492 13,649 18,315 14,859 14,604 Franchise taxes 530 558 189 786 815 685 Non-routine legal expenses - - - - - 8,257 (Gain) loss on early extinguishment of debt (8,017) 1,063 (201) (381) - (20,000) As reported Adjusted EBITDA $ 205,867 $ 217,751 $ 234,347 $ 212,988 $ 81,257 $ 134,857 Political EBITDA (15,086) (5,303) (18,501) (5,850) (23,630) (4,190) As reported Adjusted EBITDA, excluding impact of political EBITDA $ 190,781 $ 212,448 $ 215,846 $ 207,138 $ 57,627 $ 130,667
RECONCILIATIONS TO NON-GAAP TERMS NET INCOME TO ADJUSTED EBITDA (SAME STATION BASIS, 2018- 2019, EX. POLITICAL) 36 Same Station 2018 2019 Net income $ 747,055 $ 60,892 Income tax expense (benefit) (189,212) 22,263 Non-operating expense, including net interest expense 54,260 83,068 Local marketing agreement fees 4,280 3,500 Depreciation and amortization 56,106 52,554 Stock-based compensation expense 3,635 5,301 Impairment of assets held for sale - 6,165 Impairment of intangible assets - 15,563 (Gain) loss on sale of assets or stations 261 (55,403) Reorganization items, net (466,201) - Restructuring costs 13,649 18,315 Franchise taxes 189 786 Gain on early extinguishment of debt (201) (381) Same Station Adjusted EBITDA $ 223,821 $ 212,623 Political EBITDA (18,009) (5,850) Same Station Adjusted EBITDA, excluding impact of political EBITDA $ 205,812 $ 206,773 ($ in ‘000s)
RECONCILIATIONS TO NON-GAAP TERMS NET INCOME TO ADJUSTED EBITDA (SAME STATION BASIS, 2019-2020, EX. POLITICAL) 37 Same Station 2019 2020 Net (loss) income $ 62,705 $ (57,160) Income tax (benefit) expense 22,263 (19,249) Non-operating expense, including net interest expense 83,068 68,366 Local marketing agreement fees 3,500 3,149 Depreciation and amortization 52,522 52,232 Stock-based compensation expense 5,301 3,337 Impairment of assets held for sale 6,165 - Impairment of intangible assets 15,563 4,509 Impairment of capitalized software development costs - 4,139 (Gain) loss on sale of assets or stations (55,427) 7,270 Restructuring costs 18,293 14,839 Franchise taxes 786 815 Gain on early extinguishment of debt (381) - Same Station Adjusted EBITDA $ 214,358 $ 82,247 Political EBITDA (5,738) (23,630) Same Station Adjusted EBITDA, excluding impact of political EBITDA $ 208,620 $ 58,617 ($ in ‘000s)
RECONCILIATIONS TO NON-GAAP TERMS NET INCOME TO ADJUSTED EBITDA (SELECTED PERIODS) 38 Q2 2018 LTM Net income (loss) $ 496,294 Income tax benefit (339,187) Non-operating expense, including net interest expense 65,451 Local marketing agreement fees 7,631 Depreciation and amortization 56,262 Stock-based compensation expense 1,429 Impairment of assets held for sale - Impairment of intangible assets and goodwill 335,909 Impairment of capitalized software development costs - Loss (gain) on sale of assets or stations 161 Reorganization items, net (434,598) Restructuring costs 27,270 Franchise taxes 560 Loss on early extinguishment of debt 1,063 Non-routine legal expenses - As reported Adjusted EBITDA $ 218,245 Political EBITDA (7,709) As reported Adjusted EBITDA, excluding impact of political EBITDA $ 210,536 ($ in ‘000s)
RECONCILIATIONS TO NON-GAAP TERMS TOTAL DEBT TO NET DEBT & NET LEVERAGE RATIO (SELECTED PERIODS) 39 ($ in '000s) Q2 2018 2018 2019 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Total debt $ 1,300,000 $ 1,243,299 $ 1,023,688 $ 982,247 $ 982,635 $ 825,935 $ 825,935 $ 805,935 Cash and cash equivalents 37,444 27,584 15,142 271,761 293,806 124,978 152,917 177,028 Net debt $ 1,262,556 $ 1,215,715 $ 1,008,546 $ 710,486 $ 688,829 $ 700,957 $ 673,018 $ 628,907 LTM EBITDA 218,245 234,347 212,988 81,257 62,464 105,696 131,193 134,857 Net leverage Ratio 5.8x 5.2x 4.7x 8.7x 11.0x 6.6x 5.1x 4.7x