cmls-20220504
0001058623false05/04/202200010586232022-05-042022-05-040001058623us-gaap:CommonClassAMember2022-05-042022-05-04

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): May 4, 2022
____________________________
Cumulus Media Inc.
(Exact name of registrant as specified in its charter)
____________________________

Delaware001-3810882-5134717
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS employer
Identification No.)
780 Johnson Ferry Road NE, Suite 500AtlantaGA30342
   (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 classTrading Symbol(s)Name of each exchange on which registered
Class A common stockCMLSNasdaq 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 May 4, 2022, Cumulus Media Inc. ("we" or the "Company") issued a press release announcing operating results for the three months ended March 31, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 2.02 of this current report on Form 8-K and in the accompanying Exhibit 99.1 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 99.1 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 7.01 Regulation FD Disclosure.

On May 4, 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
  
Press release, dated May 4, 2022
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:May 4, 2022





earningsreleaselogoa18.jpg

Cumulus Media Reports Operating Results for the First Quarter 2022

Delivers Strong Q1 Earnings Results with Total Revenue Up 15% Led by Digital Revenue Growth of 18%

Achieves Lowest Net Leverage Ratio in More Than a Decade and Best Among Peers

Announcing $50 Million Share Repurchase Program

ATLANTA, GA — May 4, 2022: Cumulus Media Inc. (NASDAQ: CMLS) (the "Company," "Cumulus Media," "we," "us," or "our") today announced operating results for the three months ended March 31, 2022.

Mary G. Berner, President and Chief Executive Officer of Cumulus Media, said, "Our outstanding first quarter results once again demonstrate the positive impacts of our ‘audio-first’ strategy to transform the Company from a one-dimensional radio broadcaster to a multi-dimensional audio media company. Following a strong 2021 performance, this quarter’s results underscore our ability to deliver value to our shareholders through sustained profitable top- and bottom-line growth and balance sheet de-levering. We delivered sequential revenue improvement for the fifth straight quarter versus the comparable 2019 quarter, grew EBITDA by 250% year-over-year, and generated continued strong cash from operations, which collectively allowed us to achieve the Company’s lowest net leverage in over a decade."

Berner added, "Given our best-among-peers balance sheet, strong financial momentum and the Company’s positive 2022 outlook, we expect ongoing cash flow generation that will support a meaningful return of capital to shareholders now and in the future. Accordingly, as a first step, today we are announcing a $50 million share repurchase program with a plan to commence share repurchases in the near-term. This capital return program is underpinned by our continued belief that the Company is significantly undervalued."

Key Financial Highlights:

Increased first quarter revenue by 15% year-over-year
Fifth straight quarter of sequential improvement in revenue performance vs. comparable quarter in 2019
Digital revenue up 18% led by digital marketing services, up 35%, and podcasting, up 22%

Recorded first quarter net loss of $0.9 million compared to a net loss of $21.9 million in Q1 2021

Achieved first quarter EBITDA of $31.2 million, an increase of 250% year-over-year, with year-over-year EBITDA margin improvement of approximately 900 basis points, driven by permanent fixed cost reductions






Reduced net leverage(1) to the lowest levels in more than a decade – best among peers
Generated $24.3 million of cash from operations and finished quarter with $181 million of cash
Reported total debt of $793 million at 3/31/22 and net debt(1) of $612 million
Reduced net leverage from 4.7x at 12/31/2021 to 3.9x at 3/31/22

Reiterating full year EBITDA(1) guidance range of $175 to $200 million(2)

Announcing $50 million share repurchase program with plan to commence repurchases in the near-term

Operating Summary (dollars in thousands, except percentages and per share data):

For the three months ended March 31, 2022, the Company reported net revenue of $232.0 million, an increase of 15.0% from the three months ended March 31, 2021, net loss of $0.9 million and Adjusted EBITDA of $31.2 million.

As ReportedThree Months Ended March 31, 2022Three Months Ended March 31, 2021% Change
Net revenue$232,032 $201,728 15.0 %
Net loss$(905)$(21,917)(95.9)%
Adjusted EBITDA (1)
$31,213 $8,932 249.5 %
Basic loss per share$(0.04)$(1.07)(96.3)%
Diluted income loss per share$(0.04)$(1.07)(96.3)%

Revenue Detail Summary (dollars in thousands):
As ReportedThree Months Ended March 31, 2022Three Months Ended March 31, 2021% Change
  Broadcast radio revenue:
            Spot$103,913 $92,896 11.9 %
            Network65,273 62,030 5.2 %
Total broadcast radio revenue169,186 154,926 9.2 %
Digital31,893 27,078 17.8 %
Other30,953 19,724 56.9 %
 Net revenue
$232,032 $201,728 15.0 %


(1)Net leverage is as defined in our Senior Credit Facility. Net leverage, net debt 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.”
(2)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 Adjusted 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.
2





Balance Sheet Summary (dollars in thousands):
 March 31, 2022December 31, 2021
Cash and cash equivalents$181,095 $177,028 
Term loan due 2026 (3)
$343,731 $356,240 
6.75% Senior notes (3)
$449,695 $449,695 

Three Months Ended March 31, 2022Three Months Ended March 31, 2021
Capital expenditures $5,269 $2,890 


(3)Excludes unamortized debt issuance costs.

Share Repurchase Program

On May 3, 2022, the Board of Directors authorized a share repurchase program for up to $50 million of outstanding Class A common stock, with a plan to commence share repurchases in the near term. 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.
3



Earnings Conference Call Details
The Company will host a conference call today at 8:30 AM ET to discuss its first quarter 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 793501. 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.

Please see an update to the Company’s investor presentation on the Company's investor relations website at www.cumulusmedia.com/investors, which may be referenced on the conference call. Unless otherwise specified, information contained in the investor presentation or on our website is not incorporated into this press release or other documents we file with, or furnish to, the SEC.

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 and our plans and objectives, including with regard to returning capital to shareholders. Any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements to differ from those contained in or implied by the forward-looking statements as a result of various factors. Such factors include, among others, 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 amount and frequency of our shareholder capital returns, future actions that may be taken in furtherance of the unsolicited indication of interest received by the Company, the rapidly changing and competitive media industry, the economy in general and other risk factors described under “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2021 as well as in the Company’s other filings with the Securities and Exchange Commission. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control, and the unexpected occurrence or failure to occur of any such events or matters could cause our actual results, performance, financial condition or achievements to differ materially from those expressed or implied by such forward-looking statements. 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.
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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" or "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 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 debt which is total debt principal, gross, less cash and cash equivalents. The Company also presents the non-GAAP financial measure net leverage, which is defined in our Senior Credit Facility as net debt divided by Adjusted EBITDA. Management believes that net leverage and net debt are important measures to monitor leverage and evaluate the balance sheet. Additionally, net leverage 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, net debt 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
[email protected]
404-260-6600
5



Supplemental Financial Data and Reconciliations

Cumulus Media Inc.
Unaudited Condensed Consolidated Statements of Operations
(Dollars in thousands)
 
Three Months Ended March 31,
 20222021
Net revenue$232,032 $201,728 
Operating expenses:
Content costs91,325 90,148 
Selling, general & administrative expenses95,292 90,098 
Depreciation and amortization13,554 13,410 
Local marketing agreement fees496 
Corporate expenses14,430 13,802 
Stock-based compensation expense1,507 1,057 
Restructuring costs2,227 1,579 
Gain on sale of assets or stations(1,111)(283)
Total operating expenses217,229 210,307 
Operating income (loss)14,803 (8,579)
Non-operating expense:
Interest expense(15,865)(17,549)
Other expense, net(23)(138)
Total non-operating expense, net(15,888)(17,687)
Loss before income taxes(1,085)(26,266)
Income tax benefit 180 4,349 
Net loss$(905)$(21,917)



    


6



The following tables reconcile net 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 ReportedThree Months Ended March 31, 2022Three Months Ended March 31, 2021
GAAP net loss$(905)$(21,917)
Income tax benefit(180)(4,349)
Non-operating expense, including net interest expense15,888 17,687 
Local marketing agreement fees496 
Depreciation and amortization13,554 13,410 
Stock-based compensation expense1,507 1,057 
Gain on sale or disposal of assets or stations(1,111)(283)
Restructuring costs2,277 1,579 
Non-routine legal expenses70 1,028 
Franchise taxes108 224 
Adjusted EBITDA$31,213 $8,932 

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 March 31, 2022Three Months Ended March 31, 2021
As reported net revenue$232,032 $201,728 
Political revenue
(1,732)(1,336)
As reported net revenue, excluding impact of political revenue$230,300 $200,392 
Three Months Ended March 31, 2022Three Months Ended March 31, 2021
As reported Adjusted EBITDA$31,213 $8,932 
Political EBITDA
(1,559)(1,202)
As reported Adjusted EBITDA, excluding impact of political EBITDA$29,654 $7,730 

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 March 31,
20222021
Total debt principal, gross$793,426 $982,616 
Less: Cash and cash equivalents(181,095)(293,806)
Total debt principal, net$612,331 $688,810 

Trailing Twelve Months Ending March 31,
20222021
Adjusted EBITDA$157,138 $62,464 
Net leverage3.9x11.0x
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Q1 2022 Earnings Update May 2022


 
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, and any subsequent filings. Many of these risks and uncertainties are beyond our control, and the unexpected occurrence or failure to occur of any such events or 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. 2


 
Q1 2022 EARNINGS KEY HIGHLIGHTS CONTINUED SUCCESS OF AUDIO-FIRST STRATEGY REFLECTED IN FINANCIAL RESULTS POSITIVE OUTLOOK & STRONG BALANCE SHEET SUPPORT INITIATION OF CAPITAL RETURN PROGRAM +15% YoY Total Revenue Growth (5th straight quarter of improvement vs. comparable 2019 quarter) +18% YoY Digital Revenue Growth (with digital now representing 14% of revenue, up from 7% in 2019) +250% YoY EBITDA Growth (from $8.9 mm to $31.2 mm) $50M New Share Repurchase Program (to commence in near-term) $175-200M Reiterating 2022 EBITDA Guidance ($157 mm of LTM EBITDA as of 3/31/22) <3.5x Net Leverage Target (by end of 2022) $24M Cash from Operations (in addition to $69 mm in 2021 and $33 mm in 2020) ~900bps YoY EBITDA Margin Improvement 3.9x Net Leverage Ratio (down from 4.7x at 12/31/21, lowest in a decade and best among peers) 3


 
2020 2021 LTM Q1 2022 $815 $916 $947 STRATEGY EXECUTION & POST-PANDEMIC RECOVERY DRIVING STRONG FINANCIAL MOMENTUM TOTAL REVENUE ($ MM) $82 $135 $157 2020 2021 LTM Q1 2022 2022 Guidance EBITDA ($ MM) +16% Growth +19% (ex-political) +91% Growth +160% (ex-political) Margin 10.1% Margin 14.7% Margin 16.6% Range: $175-200 4


 
8.7x 4.7x 3.9x <3.5x $711 $629 $612 YE 2020 YE 2021 Q1 2022 YE 2022E CONTINUED FOCUS ON DE-LEVERAGING PROVIDING SIGNIFICANT CAPITAL ALLOCATION FLEXIBILITY Target Net Leverage Ratio Cash $272 $177 $181 NET DEBT AND NET LEVERAGE ($ MM) DELIVERY OF SUBSTANTIAL & ONGOING DE-LEVERAGING INITIATION OF PLAN TO RETURN CAPITAL TO SHAREHOLDERS SIGNIFICANT ADDITIONAL LIQUIDITY Achieved net debt reduction of more than $650 mm (>50% of outstanding amount) since June 2018 On track to achieve net leverage target of <3.5x by year end 2022 Announced $50 mm share buyback program Planning to initiate repurchases in the near-term Maintaining ability to execute accretive M&A to drive incremental growth 5


 
New $50 mm Share Repurchase Program Enhancing Shareholder Returns  Plan to Initiate in the Near-Term Substantial Fixed Cost Reductions Providing Enhanced Operating Leverage  Q1 EBITDA +250% | EBITDA Margin Increase of ~900bps Recent Performance & Momentum Supporting Strong Outlook  Reiterating 2022 EBITDA Guidance of $175-200 mm Substantial Additional Liquidity Resulting in Continued Capital Allocation Optionality  Flexibility for Accretive M&A That Accelerates Growth Audio-First Media Strategy with Fast-Growing Digital Businesses Driving Sustainable Growth  Robust Q1 Results with Total Revenue +15% & Digital Revenue +18% Meaningful Cash Flow Generation Resulting in Consistent De-Leveraging Profile  Q1 Net Leverage of 3.9x | Targeting <3.5x by Year End CUMULUS MEDIA Q1 2022 INVESTMENT HIGHLIGHTS 6


 
Appendix: Company Overview


 
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 8


 
CUMULUS MEDIA AT A GLANCE 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 LEADING TALENT & BRANDS 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 9


 
Appendix: Non-GAAP Reconciliations 10


 
GLOSSARY OF NON-GAAP TERMS 11 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) 12 ($ 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 (Gain) loss on early extinguishment of debt (8,017) 1,063 (201) (381) - (20,000) Non-routine legal expenses - - - - - 8,257 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


 
13 RECONCILIATIONS TO NON-GAAP TERMS NET INCOME TO ADJUSTED EBITDA (AS REPORTED BASIS, Q1 2022 LTM, EX. POLITICAL) ($ in ‘000s) Q1 2022 LTM Net income $ 38,290 Income tax benefit 7,151 Non-operating expense, including net interest expense 67,057 Local marketing agreement fees 584 Depreciation and amortization 53,689 Stock-based compensation expense 5,641 Gain on sale of assets or stations (18,444) Restructuring costs 15,302 Franchise taxes 569 Gain on early extinguishment of debt (20,000) Non-routine legal expenses 7,299 As reported Adjusted EBITDA $ 157,139 Political EBITDA (4,547) As reported Adjusted EBITDA, excluding impact of political EBITDA $ 152,592


 
14 RECONCILIATIONS TO NON-GAAP TERMS NET INCOME TO ADJUSTED EBITDA (AS REPORTED BASIS, Q1 2021 AND Q1 2022, EX. POLITICAL) ($ in ‘000s) Q1 2021 Q1 2022 Net loss $ (21,917) $ (905) Income tax benefit (4,349) (180) Non-operating expense, including net interest expense 17,687 15,888 Local marketing agreement fees 496 5 Depreciation and amortization 13,410 13,554 Stock-based compensation expense 1,057 1,507 Gain on sale of assets or stations (283) (1,111) Restructuring costs 1,579 2,277 Franchise taxes 224 108 (Gain) Loss on early extinguishment of debt - - Non-routine legal expenses 1,028 70 As reported Adjusted EBITDA $ 8,932 $ 31,213 Political EBITDA (1,202) (1,559) As reported Adjusted EBITDA, excluding impact of political EBITDA $ 7,730 $ 29,654


 
RECONCILIATIONS TO NON-GAAP TERMS NET INCOME TO ADJUSTED EBITDA (SAME STATION BASIS, 2019-2020, EX. POLITICAL) 15 2019 2020 Net income (loss) $ 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)


 
16 RECONCILIATIONS TO NON-GAAP TERMS TOTAL DEBT TO NET DEBT ($ in '000s) Q2 2018 2018 2019 2020 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Total debt 1,300,000$ 1,243,299$ 1,023,688$ 982,247$ 825,935$ 825,935$ 805,935$ 793,426$ Cash and cash equivalents 37,444 27,584 15,142 271,761 124,978 152,917 177,028 181,095 Net Debt 1,262,556$ 1,215,715$ 1,008,546$ 710,486$ 700,957$ 673,018$ 628,907$ 612,331$ LTM EBITDA 218,245 234,347 212,988 81,257 105,696 131,193 134,857 157,139 Net Leverage Ratio 5.8x 5.2x 4.7x 8.7x 6.6x 5.1x 4.7x 3.9x