cmls-20210630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended June 30, 2021


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

For the transition period from to

Commission file number 001-38108

Cumulus Media Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

82-5134717

(State or Other Jurisdiction of
Incorporation or Organization)

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

3280 Peachtree Road,

NW Suite 2200

Atlanta,

30305

(Address of Principal Executive Offices)

(ZIP Code)

(404) 949-0700

(Registrant’s telephone number, including area code)

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


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

Table of Contents

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

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

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

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

Smaller Reporting Company

Emerging Growth Company

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

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

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

As of July 28, 2021, the registrant had 20,485,795 outstanding shares of common stock consisting of: (i) 18,445,643 shares of Class A common stock; (ii) 2,040,152 shares of Class B common stock, and no warrants issued and outstanding. In addition, the registrant had 22,154 Series 1 warrants authorized to be issued.

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CUMULUS MEDIA INC.

INDEX


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of June 30 , 2021 and December 31, 2020			3
Condensed Consolidated Statements of Operations For the Three and Six Months Ended June 30, 2021 and 2020			4
Condensed Consolidated Statements of Stockholders’ Equity For the Six Months Ended June 30 , 2021 and 2020			5
Condensed Consolidated Statements of Cash Flows For the Six Months Ended June 30 , 2021 and 2020			6
Notes to Condensed Consolidated Financial Statements			7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			17
Item 4. Controls and Procedures			26
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			27
Item 1A. Risk Factors			28


Item 6. Exhibits			28


Signatures			29

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)



Dollars in thousands (except for share data)	June 30, 2021		December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	124,978	$	271,761

Accounts receivable, less allowance for doubtful accounts of $5,867 and $6,745 at June 30, 2021 and December 31, 2020, respectively	179,562		201,275
Trade receivable	2,600		1,986
Assets held for sale	12,962		—
Prepaid expenses and other current assets	32,521		27,942
Total current assets	352,623		502,964
Property and equipment, net	192,776		208,692
Operating lease right-of-use assets	151,840		157,568
Broadcast licenses	824,164		825,590
Other intangible assets, net	134,514		144,387
Deferred income tax assets	11,734		7,779
Other assets	8,655		12,758
Total assets	$	1,676,306	$	1,859,738
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	93,928	$	94,128
Current portion of operating lease liabilities	28,053		28,121
Trade payable	1,860		1,537

Current portion of term loan due 2026	—		5,250

Total current liabilities	123,841		129,036
2020 revolving credit facility	—		60,000
Paycheck Protection Program ("PPP") loans	20,000		—
Term loan due 2026, net of debt issuance costs of $2,654 and $3,850 at June 30, 2021 and December 31, 2020, respectively	353,586		460,311
6.75% senior notes, net of debt issuance costs of $5,035 and $5,486 at June 30, 2021 and December 31, 2020, respectively	444,660		447,350
Operating lease liabilities	126,006		129,273
Financing liabilities, net	222,253		222,802
Other liabilities	14,285		13,375

Total liabilities	1,304,631		1,462,147
Commitments and contingencies (Note 9)
Stockholders’ equity:
Class A common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 18,672,302 and 18,135,956 shares issued; 18,445,643 and 17,961,734 shares outstanding at June 30, 2021 and December 31, 2020, respectively	—		—
Convertible Class B common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 2,040,152 and 2,416,253 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	—		—
Treasury stock, at cost, 226,659 and 174,222 shares at June 30, 2021 and December 31, 2020, respectively	(2,937)		(2,414)
Additional paid-in-capital	339,457		337,042
Retained earnings	35,155		62,963
Total stockholders’ equity	371,675		397,591
Total liabilities and stockholders’ equity	$	1,676,306	$	1,859,738

See accompanying notes to the unaudited condensed consolidated financial statements.

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CUMULUS MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


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

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


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


Weighted average basic common shares outstanding

SEC Form 10-Q filed by Cumulus Media Inc.