SEC Form 10-Q filed by Cumulus Media Inc.

5/1/25 8:03:12 AM ET

$CMLS

Broadcasting

Consumer Discretionary

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cmls-20250331

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)


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

For the quarterly period ended March 31, 2025


☐			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.)

780 Johnson Ferry Road NE

Suite 500

Atlanta,

30342

(Address of Principal Executive Offices)

(ZIP Code)

(404) 949-0700

(Registrant’s telephone number, including area code)

N/A

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock	CMLS	Nasdaq Global Market

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

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

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

☑

Smaller Reporting Company

☑

Emerging Growth Company

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

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

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

As of April 24, 2025, the registrant had 17,440,084 outstanding shares of common stock consisting of: 17,128,043 shares of Class A common stock and 312,041 shares of Class B common stock.

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Cumulus Media Inc.

INDEX


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024			3
Condensed Consolidated Statements of Operations For the Three Months Ended March 31, 2025 and 2024			4
Condensed Consolidated Statements of Stockholders’ (Deficit) Equity For the Three Months Ended March 31, 2025 and 2024			5
Condensed Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2025 and 2024			6
Notes to Condensed Consolidated Financial Statements			7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3. Quantitative and Qualitative Disclosures about Market Risk			23
Item 4. Controls and Procedures			23
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			24
Item 1A. Risk Factors			24
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities			24

Item 5. Other Information			24
Item 6. Exhibits			25


Signatures			25

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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)	March 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	52,694	$	63,836

Accounts receivable, less allowance for doubtful accounts of $4,311 and $4,540 at March 31, 2025 and December 31, 2024, respectively	150,785		161,986
Trade receivable	2,426		2,854

Prepaid expenses and other current assets	22,999		19,375
Total current assets	228,904		248,051
Property and equipment, net	142,680		161,271
Operating lease right-of-use assets	99,062		102,183
Broadcast licenses	518,165		518,165
Other intangible assets, net	72,877		76,957

Other assets	10,163		12,022
Total assets	$	1,071,851	$	1,118,649
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	107,574	$	105,025
Current portion of operating lease liabilities	25,728		26,323
Trade payable	2,658		2,430

Current portion of term loan	1,203		—

Total current liabilities	137,163		133,778


Long-term debt	666,538		669,041




Operating lease liabilities	96,934		99,343
Financing liabilities, net	185,428		199,691
Other liabilities	6,890		7,520
Deferred income tax liabilities	3,739		2,325
Total liabilities	1,096,692		1,111,698
Commitments and contingencies (Note 9)
Stockholders’ (deficit) equity:
Class A common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 22,943,154 and 22,204,290 shares issued; 17,128,043 and 16,723,074 shares outstanding at March 31, 2025 and December 31, 2024, respectively	—		—
Convertible Class B common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 312,041 shares issued and outstanding at March 31, 2025 and December 31, 2024	—		—
Treasury stock, at cost, 5,815,111 and 5,481,216 shares at March 31, 2025 and December 31, 2024, respectively	(47,107)		(46,833)
Additional paid-in-capital	359,290		358,441
Accumulated deficit	(337,024)		(304,657)
Total stockholders’ (deficit) equity	(24,841)		6,951
Total liabilities and stockholders’ (deficit) equity	$	1,071,851	$	1,118,649

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 March 31,
	2025		2024
Net revenue	$	187,349	$	200,053
Operating expenses:
Content costs	79,331		85,057
Selling, general and administrative expenses	93,379		94,760
Depreciation and amortization	14,796		14,878
Corporate expenses	14,617		15,832



Total operating expenses	202,123		210,527
Operating loss	(14,774)		(10,474)
Non-operating expense:
Interest expense	(16,022)		(17,360)
Interest income	86		346

Other (expense) income, net	(10)		14,833
Total non-operating expense, net	(15,946)		(2,181)
Loss before income taxes	(30,720)		(12,655)
Income tax expense	(1,647)		(1,499)
Net loss	$	(32,367)	$	(14,154)
Basic and diluted loss per common share (see Note 8, "Loss Per Share"):
Basic: Loss per share	$	(1.88)	$	(0.85)
Diluted: Loss per share	$	(1.88)	$	(0.85)


Weighted average basic common shares outstanding	17,204,877		16,685,413
Weighted average diluted common shares outstanding	17,204,877		16,685,413

See accompanying notes to the unaudited condensed consolidated financial statements.

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Cumulus Media Inc.

Condensed Consolidated Statements of Stockholders' (Deficit) Equity

(Unaudited)


For the three months ended March 31, 2025
Dollars in thousands	Class A Common Stock			Class B Common Stock			Treasury Stock
	Number of Shares	Par Value		Number of Shares	Par Value			Number of Shares	Value		Additional Paid-In Capital		Accumulated Deficit		Total
Balance at December 31, 2024	16,723,074	$	—	312,041	$	—		5,481,216	$	(46,833)	$	358,441	$	(304,657)	$	6,951
Net loss	—	—		—	—			—	—		—		(32,367)		(32,367)
Shares returned in lieu of tax payments	—	—		—	—			333,895	(274)		—		—		(274)

Issuance of common stock	404,969	—		—	—			—	—		—		—		—
Stock based compensation expense	—	—		—	—			—	—		849		—		849

Balance at March 31, 2025	17,128,043	$	—	312,041	$	—		5,815,111	$	(47,107)	$	359,290	$	(337,024)	$	(24,841)















For the three months ended March 31, 2024
Dollars in thousands	Class A Common Stock			Class B Common Stock			Treasury Stock
	Number of Shares	Par Value		Number of Shares	Par Value			Number of Shares	Value		Additional Paid-In Capital		Accumulated Deficit		Total
Balance at December 31, 2023	16,237,939	$	—	312,041	$	—		5,218,736	$	(45,747)	$	353,732	$	(21,403)	$	286,582
Net loss	—	—		—	—			—	—		—		(14,154)		(14,154)
Shares returned in lieu of tax payments	—	—		—	—			261,668	(1,084)		—		—		(1,084)


Issuance of common stock	335,837	—		—	—			—	—		—		—		—
Stock based compensation expense	—	—		—	—			—	—		1,072		—		1,072

Balance at March 31, 2024	16,573,776	$	—	312,041	$	—		5,480,404	$	(46,831)	$	354,804	$	(35,557)	$	272,416

See accompanying notes to the unaudited condensed consolidated financial statements.

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Cumulus Media Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


Dollars in thousands	Three Months Ended March 31,
	2025		2024
Cash flows from operating activities:
Net loss	$	(32,367)	$	(14,154)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	14,796		14,878
Amortization of debt issuance costs	252		443
Amortization of debt discount	(1,433)		—
Provision for doubtful accounts	372		384

Gain on sale of BMI	—		(14,846)




Deferred income taxes	1,414		1,286
Stock-based compensation expense	849		1,072
Non-cash interest expense on financing liabilities	930		975
Non-cash imputed rental income	(1,256)		(1,222)

Changes in assets and liabilities (excluding acquisitions and dispositions):
Accounts receivable	9,579		9,884
Trade receivable	428		(894)
Prepaid expenses and other current assets	(3,726)		(11,044)
Operating leases, net	117		(412)

Other assets	2,790		1,658
Accounts payable and accrued expenses	3,337		(4,454)
Trade payable	228		747
Other liabilities	(134)		(408)
Net cash used in operating activities	(3,824)		(16,107)
Cash flows from investing activities:
Proceeds from sale of assets or stations	482		56


Proceeds from sale of BMI	—		14,846
Capital expenditures	(5,540)		(8,166)
Net cash (used in) provided by investing activities	(5,058)		6,736
Cash flows from financing activities:









Shares returned in lieu of tax payments	(274)		(1,084)


Repayments of financing liabilities	(1,707)		(1,607)
Repayments of finance lease obligations	(279)		(259)
Net cash used in financing activities	(2,260)		(2,950)
Decrease in cash and cash equivalents	(11,142)		(12,321)
Cash and cash equivalents at beginning of period	63,836		80,660
Cash and cash equivalents at end of period	$	52,694	$	68,339

See accompanying notes to the unaudited condensed consolidated financial statements.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

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

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

Nature of Business

Cumulus Media (NASDAQ: CMLS) is an audio-first media company delivering premium content to a quarter billion people every month — wherever and whenever they want it. Cumulus Media engages listeners with high-quality local programming through 400 owned-and-operated radio stations across 84 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, Infinity Sports Network, AP News, 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. For more information visit www.cumulusmedia.com.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the Company's unaudited Condensed Consolidated Financial Statements include all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented herein. The accompanying condensed consolidated balance sheet as of December 31, 2024, was derived from the Company’s audited financial statements as of December 31, 2024, and our accompanying unaudited Condensed Consolidated Financial Statements as of March 31, 2025, and for the periods ended March 31, 2025 and 2024, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. The financial condition and results for the interim periods are not necessarily indicative of those that may be expected for any future interim period or for the full year. The unaudited Condensed Consolidated Financial Statements herein should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Segment Reporting

The Company has one operating and reportable segment and presents the comparative periods on a consolidated basis to reflect the one reportable segment. The Company’s Chief Executive Officer, its Chief Operating Decision Maker ("CODM"), is regularly provided financial information consistent with the Consolidated Statement of Operations presented within. Specifically, the CODM utilizes consolidated net loss and consolidated adjusted earnings before interest, taxes, depreciation, and amortization ("Adjusted EBITDA") as profitability measures for purposes of making operating decisions and assessing financial performance. Further, the CODM reviews and utilizes content costs, selling, general and administrative expenses, and corporate expenses at the consolidated level to manage the Company's operations. Other segment items included in consolidated net loss are depreciation and amortization, interest expense, interest income, other (expense) income, net and income tax expense, which are reflected in the Condensed Consolidated Statement of Operations.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including significant estimates related to bad debts, intangible assets, income taxes, stock-based compensation, contingencies, litigation, valuation assumptions for impairment analysis, certain expense accruals, leases and, if applicable, purchase price allocations. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, and which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts and results may differ materially from these estimates.

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Comprehensive Loss

Comprehensive loss includes net loss and certain items that are excluded from net loss and recorded as a separate component of stockholders' equity. During the three months ended March 31, 2025 and 2024, the Company had no items of other comprehensive loss and, therefore, comprehensive loss does not differ from reported net loss.

Assets Held for Sale

Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets. As of March 31, 2025 and December 31, 2024, assets held for sale were not material.

Proceeds from BMI Sale

The Company received $14.8 million in cash proceeds related to the February 2024 sale of Broadcast Music, Inc. ("BMI") to a shareholder group led by New Mountain Capital, LLC. The Company's equity ownership in BMI began decades ago and changed through acquisitions and divestitures of other broadcast stations and companies over the years. The Company recorded the proceeds in the other (expense) income, net, financial statement line item of the Company's Condensed Consolidated Statements of Operations for the three months ended March 31, 2024.

Leases

The Company has entered into various lease agreements both as the lessor and lessee. We determine if an arrangement is or contains a lease at contract inception and determine its classification as an operating or finance lease at lease commencement. Leases have been classified as either operating or finance leases in accordance with ASU 2016-02, Leases (Topic 842) and its related amendments (collectively, known as "ASC 842") and primarily consist of leases for land, tower space, office space, certain office equipment and vehicles. A right-of-use asset and lease liability have been recorded on the balance sheet for all leases except those with an original lease term of twelve months or less. The Company also has sublease arrangements that provide a nominal amount of income.

Financing Liability

Included within financing liabilities, net, on the Condensed Consolidated Balance Sheet, is a sale leaseback for certain land and buildings in Culver City, CA, that did not qualify for sales recognition treatment. During the first quarter of 2025, the leaseback period expired and the Company renewed the lease for only one of the three buildings and related land. As a result, we removed $12.3 million of fixed assets and related financing liability for the buildings and related land that were not renewed. No gain or loss was recognized on this non-cash transaction.

Liquidity

The Company incurred operating losses of $14.8 million and $10.5 million during the first quarters of 2025 and 2024. Additionally, in the first three months of 2025, the Company's cash and cash equivalents decreased $11.1 million. As of March 31, 2025, the Company held $52.7 million of cash and cash equivalents and had $4.6 million of letters of credit outstanding on the $125.0 million 2020 Revolving Credit Facility (as defined below). Availability under the 2020 Revolving Credit Facility is tied to a borrowing base and subject to excess availability provisions as discussed further below in "Note 4 — Long-Term Debt". Although there remains uncertainty related to the current macroeconomic conditions on the Company's future results, we believe our business model, our current cash reserves and borrowings from time to time under the 2020 Revolving Credit Facility (or any such other credit facility as may be in place at the appropriate time) will help us manage our business and anticipated liquidity needs for at least the next twelve months.

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Supplemental Cash Flow Information

The following summarizes supplemental cash flow information to be read in conjunction with the unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (dollars in thousands):


	Three Months Ended March 31,
	2025		2024
Supplemental disclosures of cash flow information:
Interest paid	$	23,028	$	21,969
Income taxes (refunded) paid	(392)		35
Supplemental disclosures of non-cash flow information:
Trade revenue	$	16,575	$	15,391
Trade expense	16,940		14,747
Noncash principal change in financing liabilities	(12,532)		(165)

During the second quarter of 2024, the Company exchanged a total of $651.3 million of its debt principal for $618.2 million, resulting in a $33.1 million difference which will be amortized to interest expense (thereby reducing interest expense) over the life of the debt. See "Note 4 — Long-Term Debt" for further discussion of the exchange offers.

New Accounting Pronouncements

ASU 2023-09 - Improvements to Income Tax Disclosures ("ASU 2023-09"). In December 2023, the FASB issued ASU 2023-09, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, may be applied prospectively or retrospectively, and allows for early adoption. The Company is currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

ASU 2024-03 - Income Statement (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). In November 2024, the FASB issued ASU 2024-03. ASU 2024-03 requires enhanced disclosures about a business entity's expenses, includes enhanced interim disclosure requirements, and requires additional disclosure about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 allows for either a prospective or retrospective approach on adoption. The Company is currently evaluating the impact of ASU 2024-03 on our financial statement disclosures.

2. Revenues

Revenue Recognition

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

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


	Three Months Ended March 31,
	2025		2024
Broadcast radio revenue:
Spot	$	80,964	$	90,573
Network	43,933		49,162
Total broadcast radio revenue	124,897		139,735
Digital	36,565		34,447
Other	25,887		25,871
Net revenue	$	187,349	$	200,053

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Broadcast Radio Revenue

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

Digital Revenue

We generate digital advertising revenue from the sale of advertising and promotional opportunities across our podcasting network, streaming audio network, websites, mobile applications and by offering digital marketing services. We sell premium advertising adjacent to, or embedded in, podcasts through our network of owned and distributed podcasts. We also operate one of the largest streaming audio advertising networks in the U.S., including owned and operated internet radio simulcasted stations with either digital ad-inserted or simulcasted ads. We sell display ads across 400 local radio station websites, mobile applications, and ancillary custom client microsites. In addition, we sell an array of local digital marketing services to new and existing advertisers such as email marketing, geo-targeted display, video solutions and search engine marketing within our Cumulus C-Suite portfolio, as well as website building and hosting, social media management, reputation management, listing management, and search engine optimization within our Boost product suite.

Other Revenue

Other revenue includes trade and barter transactions, remote and event revenue, and non-advertising revenue. Non-advertising revenue represents fees received for licensing network content, imputed tower rental income, satellite rental income, and proprietary software licensing.

Trade and Barter Transactions

The Company provides commercial advertising inventory in exchange for goods and services used principally for promotional, sales, programming and other business activities. Programming barter revenue is derived from an exchange of programming content, to be broadcast on the Company's airwaves, for commercial advertising inventory, usually in the form of commercial placements inside the show exchanged. Trade and barter value is based upon management's estimate of the fair value of the products, supplies and services received. Trade and barter revenue is recorded when commercial spots are aired, in the same pattern as the Company's normal cash spot revenue is recognized. Non-cash trade and barter expense is recorded when goods or services are consumed. For the three months ended March 31, 2025 and 2024, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $16.6 million and $15.4 million, respectively; and (2) trade and barter expenses of $16.9 million and $14.7 million, respectively.

Capitalized Costs of Obtaining a Contract

The Company capitalizes certain incremental costs of obtaining contracts with customers which it expects to recover. For new local direct contracts where the new and renewal commission rates are not commensurate, management capitalizes commissions and amortizes the capitalized commissions over the average customer life. These costs are recorded within selling, general and administrative expenses in our unaudited Condensed Consolidated Statements of Operations. As of March 31, 2025 and December 31, 2024, the Company recorded an asset of approximately $6.1 million and $6.5 million, respectively, related to the unamortized portion of commission expense on new local direct revenue.

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3. Intangible Assets

The gross carrying amount and accumulated amortization of the Company’s intangible assets as of March 31, 2025 and December 31, 2024 are as follows (dollars in thousands):


	Indefinite-Lived				Definite-Lived				Total
Gross Carrying Amount	Broadcast licenses		Trademarks		Affiliate and producer relationships		Tower income contracts
Balance as of December 31, 2024	$	518,165	$	16,383	$	145,000	$	13,505		$	693,053





Balance as of March 31, 2025	$	518,165	$	16,383	$	145,000	$	13,505		$	693,053

Accumulated Amortization
Balance as of December 31, 2024	$	—	$	—	$	(88,054)	$	(9,877)		$	(97,931)
Amortization expense	—		—		(3,704)		(376)			(4,080)



Balance as of March 31, 2025	$	—	$	—	$	(91,758)	$	(10,253)		$	(102,011)
Net Book Value as of March 31, 2025	$	518,165	$	16,383	$	53,242	$	3,252		$	591,042

The Company performs impairment testing of its indefinite-lived intangible assets annually as of December 31 of each year and on an interim basis if events or circumstances indicate that its indefinite-lived intangible assets may be impaired. The Company reviews the carrying amount of its definite-lived intangible assets for recoverability whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Events and circumstances did not necessitate any interim impairment tests during the three months ended March 31, 2025 and 2024, respectively. We will continue to monitor changes in economic and market conditions, and if any events or circumstances indicate a triggering event has occurred, we will perform an interim impairment test of our intangible assets at the appropriate time.

4. Long-Term Debt

The Company’s long-term debt consisted of the following as of March 31, 2025 and December 31, 2024 (dollars in thousands):


	March 31, 2025		December 31, 2024
Term Loan due 2026	$	1,203	$	1,203
Less: current portion of Term Loan due 2026	(1,203)		—
Senior Notes due 2026	22,697		22,697
Term Loan due 2029 (1)	325,802		326,514



Senior Notes due 2029 (2)	320,463		321,181
Less: Total unamortized debt issuance costs	(2,424)		(2,554)
Long-term debt, net	$	666,538	$	669,041

Future maturities of the Company's long-term debt obligations as of March 31, 2025 are as follows (dollars in thousands):


2025	$	—
2026	23,900
2027	—
2028	—
2029 (1) (2)	618,217
Thereafter	—
Total	$	642,117

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(1) As a result of the Exchange Offer (as defined below), $328.3 million of principal was exchanged for $311.8 million of principal resulting in a difference of $16.5 million which will be amortized to interest expense (thereby reducing interest expense) over the life of the debt. As of March 31, 2025, $14.0 million of the difference is unamortized.

(2) As a result of the Exchange Offer, $323.0 million of principal was exchanged for $306.4 million of principal resulting in a difference of $16.6 million which will be amortized to interest expense (thereby reducing interest expense) over the life of the debt. As of March 31, 2025, $14.1 million of the difference is unamortized.

2026 Credit Agreement (Term Loan due 2026)

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

Amounts outstanding under the 2026 Credit Agreement bear interest at a per annum rate equal to (i) SOFR plus a SOFR Adjustment, subject to a SOFR floor of 1.00%, and an applicable margin of 3.75%, or (ii) the Alternative Base Rate (as defined below). The Alternative Base Rate is defined, for any day, as the per annum rate equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1.0%, (ii) the rate identified by Bank of America, N.A. as its "Prime Rate" and (iii) Term SOFR plus 1.00%. As of March 31, 2025, the Term Loan due 2026 bore interest at a rate of 8.19% per annum.

The maturity date of the Term Loan due 2026 is March 31, 2026.

In connection with the Term Loan Exchange Offer (as defined below), Holdings also solicited consents from lenders of the Term Loan due 2026 to make certain proposed amendments to the 2026 Credit Agreement which eliminated substantially all restrictive covenants, eliminated certain events of default, subordinated the liens on the collateral to the liens securing the Term Loan due 2029 and the Senior Notes due 2029 and modified or eliminated certain other provisions. After receiving the requisite consents, on May 2, 2024, Holdings entered into an exchange agreement effectuating such amendment.

As of March 31, 2025, we were in compliance with all required covenants under the 2026 Credit Agreement.

2029 Credit Agreement (Term Loan Due 2029)

On May 2, 2024, Holdings completed its previously announced offer (the "Term Loan Exchange Offer" and, together with the Notes Exchange Offer, the "Exchange Offer") to exchange its Term Loan due 2026, for new senior secured term loans due May 2, 2029 (the "Term Loan due 2029") issued under a new credit agreement. In connection with the Term Loan Exchange Offer, Holdings exchanged $328.3 million in aggregate principal amount of the Term Loan due 2026 for $311.8 million in aggregate principal amount of the Term Loan due 2029. After giving effect to the Term Loan Exchange Offer, including fees and expenses, as of May 2, 2024, there was $1.2 million in aggregate principal amount outstanding under Term Loan due 2026 and $311.8 million in aggregate principal amount outstanding under the Term Loan due 2029.

Upon consummation of the Term Loan Exchange Offer, Holdings entered into a new term loan credit agreement (the "2029 Credit Agreement"), by and among Holdings, Intermediate Holdings, certain other subsidiaries of the Company, Bank of America, N.A., as Administrative Agent, and the other banks and financial institutions party thereto as lenders. The maturity date of the Term Loan due 2029 is May 2, 2029, and amounts outstanding thereunder bear interest at a per annum rate equal to (i) SOFR, subject to a SOFR floor of 1.00%, and an applicable margin of 5.00%, or (ii) the Alternative Base (as defined therein) and an applicable margin of 4.00%. Subject to certain exceptions, the 2029 Credit Agreement has substantially similar representations and events of default as the 2026 Credit Agreement has (prior to giving effect to the Term Loan Exchange Offer). As of March 31, 2025, the Term Loan due 2029 bore interest at a rate of 9.30% per annum.

The 2029 Credit Agreement contains customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, may restrict the ability of us and our subsidiaries to incur additional indebtedness, pay dividends or repurchase stock. The Term Loan due 2029 and related guarantees are secured by first-priority (with respect to the Term Loan Priority Collateral (as defined in the 2029 Credit Agreement)) and second-priority (with respect to the ABL Priority Collateral (as defined in the 2029 Credit Agreement)) security interests in, subject to permitted liens and certain exceptions, substantially all of the existing and future assets of Holdings and the Existing Guarantors, which assets also secure the 2020 Revolving Credit Agreement (as defined below) and the Senior Notes due 2029 and do not secure the Senior Notes

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due 2026. In addition, the Term Loan due 2029 is guaranteed by certain subsidiaries that are designated as unrestricted under the Term Loan due 2026 and the Senior Notes due 2026 and secured by first-priority security interests in, subject to permitted liens and certain exceptions, the assets of such subsidiaries. The Senior Notes due 2026 and Term Loan due 2026 do not have the benefit of such additional guarantees and collateral.

The exchange was accounted for as a modification resulting in a prospective yield adjustment, in accordance with ASC 470-50, and the carrying value was not changed. The $16.5 million difference between the carrying value of exchanged Term Loan due 2026 and Term Loan due 2029, as well as previously deferred issuance costs, will be amortized over the term of the Term Loan due 2029 utilizing the effective interest method (thereby reducing interest expense). Previously deferred issuance costs for the Term Loan due 2026 that were not exchanged were not material and written off at the time of the exchange. As the Term Loan Exchange Offer was accounted for as a modification, fees paid to third-parties were expensed.

As of March 31, 2025, we were in compliance with all required covenants under the 2029 Credit Agreement.

2020 Revolving Credit Agreement

On March 6, 2020, Holdings and certain of the Company’s other subsidiaries, as borrowers (the "Borrowers"), and Intermediate Holdings (together with the Borrowers, the "Loan Parties") entered into a $100.0 million revolving credit facility (the "2020 Revolving Credit Facility") pursuant to a Credit Agreement (the "2020 Revolving Credit Agreement"), dated as of March 6, 2020, with Fifth Third Bank, as a lender and Administrative Agent and certain other lenders from time to time party thereto. On May 2, 2024, the Borrowers and Intermediate Holdings entered into a sixth amendment (the "Sixth Amendment") to the 2020 Revolving Credit Agreement which, among other things, (i) extended the maturity date of all borrowings under the 2020 Revolving Credit Facility to March 1, 2029, provided, that if any indebtedness for borrowed money of Holdings or one of its restricted subsidiaries with an aggregate principal amount in excess of the lesser of (A) $50.0 million and (B) the greater of (x) $35.0 million and (y) the aggregate principal amount of indebtedness outstanding under the 2026 Credit Agreement and the 2026 Notes Indenture (as defined below) is outstanding on the date that is 90 days prior to the stated maturity of such indebtedness (each such date, a "Springing Maturity Date"), then the Initial Maturity Date shall instead be such Springing Maturity Date, and (ii) increased the aggregate commitments under the 2020 Revolving Credit Agreement to $125.0 million. Except as modified by the Sixth Amendment, the existing terms of the 2020 Revolving Credit Agreement remained in effect.

Availability under the 2020 Revolving Credit Facility is tied to a borrowing base equal to 85% of the accounts receivable of the Borrowers, subject to customary reserves and eligibility criteria and reduced by outstanding letters of credit. Under the 2020 Revolving Credit Facility, up to $15.0 million of availability may be drawn in the form of letters of credit and up to $10.0 million of availability may be drawn in the form of swing line loans.

The 2020 Revolving Credit Agreement does not contain any financial maintenance covenants with which the Company must comply. However, if average excess availability under the 2020 Revolving Credit Facility is less than the greater of (a) 12.5% of the total commitments thereunder or (b) $10.0 million, the Company must comply with a fixed charge coverage ratio of not less than 1.0:1.0.

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

As of March 31, 2025, $4.6 million was outstanding under the 2020 Revolving Credit Facility, representing letters of credit. As of March 31, 2025, Holdings was in compliance with all required covenants under the 2020 Revolving Credit Agreement.

Senior Notes due 2026

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

Interest on the Senior Notes due 2026 is payable on January 1 and July 1 of each year, commencing on January 1, 2020. The Senior Notes due 2026 mature on July 1, 2026.

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In connection with the Notes Exchange Offer (as defined below), Holdings solicited consents from holders of the Senior Notes due 2026 to certain proposed amendments to the 2026 Notes Indenture (such amendments, the "Proposed Amendments"), which, among other things, eliminated substantially all restrictive covenants, eliminated certain events of default, modified or eliminated certain other provisions, and released all the collateral securing the Senior Notes due 2026. As a result of receiving consents from holders representing over 66 2/3% of the Senior Notes due 2026, Holdings entered into the First Supplemental Indenture, dated as of May 2, 2024, between Holdings and the U.S. Bank Trust Company, National Association, as trustee, containing such Proposed Amendments.

As of March 31, 2025, Holdings was in compliance with all required covenants under the Indenture.

Senior Notes due 2029

On May 2, 2024, Holdings consummated its previously announced offer (the "Notes Exchange Offer") to exchange any and all of its outstanding Senior Notes due 2026 for new 8.00% Senior Secured First-Lien Notes due 2029 (the "Senior Notes due 2029"). In connection with the Notes Exchange Offer, Holdings accepted $323.0 million in aggregate principal amount of Senior Notes due 2026 tendered in the Notes Exchange Offer in exchange for $306.4 million in aggregate principal amount of Senior Notes due 2029. After giving effect to the Notes Exchange Offer, including fees and expenses, as of May 2, 2024, there was $23.2 million in aggregate principal amount of Senior Notes due 2026 outstanding and $306.4 million in aggregate principal amount of Senior Notes due 2029 outstanding.

The Senior Notes due 2029 were issued pursuant to an Indenture (the "2029 Notes Indenture"), dated as of May 2, 2024, by and among Holdings, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee. Interest on the Senior Notes due 2029 is payable on March 15 and September 15 of each year, commencing on September 15, 2024. The Senior Notes due 2029 mature on July 1, 2029. Holdings may redeem the Senior Notes due 2029, in whole or in part, at any time at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of redemption.

The Senior Notes due 2029 are fully and unconditionally guaranteed by Intermediate Holdings and the present and future wholly-owned restricted subsidiaries of Holdings (the "Senior Notes Guarantors"), subject to the terms of the 2029 Notes Indenture. Other than certain assets secured on a first priority basis under the 2020 Revolving Credit Facility (as to which the Senior Notes due 2029 are secured on a second-priority basis), the Senior Notes due 2029 and related guarantees are secured on a first-priority basis pari passu with the Term Loan due 2029 (subject to certain exceptions) by liens on substantially all of the assets of the Holdings and the Senior Notes Guarantors.

The 2029 Notes Indenture contains customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, may restrict the ability of us and our subsidiaries to incur additional indebtedness, pay dividends or repurchase stock. A default under the Senior Notes due 2029 could cause a default under the 2029 Credit Agreement.

The exchange was accounted for as a modification resulting in a prospective yield adjustment, in accordance with ASC 470-50, and the carrying value was not changed. The $16.6 million difference between the carrying value of exchanged Senior Notes due 2026 and Senior Notes due 2029 will be amortized over the term of the Senior Notes due 2029 utilizing the effective interest method (thereby reducing interest expense). Previously deferred issuance costs for the Senior Notes due 2026 that were not exchanged will continue to be amortized over the term of the Senior Notes due 2026. As the Notes Exchange Offer was accounted for as a modification, fees paid to third-parties were expensed.

As of March 31, 2025, Holdings was in compliance with all required covenants under the 2029 Notes Indenture.

The Senior Notes due 2026 and the Senior Notes due 2029 have not been and will not be registered under the federal securities laws or the securities laws of any state or any other jurisdiction. The Company is not required to register the Senior Notes due 2029 for resale under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction and is not required to exchange the Senior Notes due 2026 or the Senior Notes due 2029 for notes registered under the Securities Act or the securities laws of any other jurisdiction and has no present intention to do so. As a result, Rule 3-10 of Regulation S-X promulgated by the Securities and Exchange Commission ("SEC") is not applicable and no separate financial statements are required for the guarantor subsidiaries.

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5. Fair Value Measurements

The following table shows the gross amount and fair value of the Term Loans due 2026 and 2029 and the Senior Notes due 2026 and 2029 based on third party trading prices (dollars in thousands):


	March 31, 2025		December 31, 2024
Term Loan due 2026:
Gross value	$	1,203	$	1,203
Fair value - Level 2	$	433	$	541
Term Loan due 2029:
Gross value	$	325,802	$	326,514
Fair value - Level 2	$	113,044	$	123,179
Senior Notes due 2026:
Gross value	$	22,697	$	22,697
Fair value - Level 2	$	17,789	$	18,342
Senior Notes due 2029:
Gross value	$	320,463	$	321,181
Fair value - Level 2	$	101,104	$	110,294

6. Income Taxes

For the three months ended March 31, 2025, the Company recorded an income tax expense of $1.6 million on pre-tax book loss of $30.7 million, resulting in an effective tax rate of approximately (5.4)%. For the three months ended March 31, 2024, the Company recorded an income tax expense of $1.5 million on pre-tax book loss of $12.7 million, resulting in an effective tax rate of approximately (11.8)%.

The differences between the effective tax rates and the federal statutory rate of 21.0% for the three month periods ended March 31, 2025 and 2024, primarily relate to the valuation allowance recognized during the year and discussed further below, state and local income taxes, and the effect of certain statutory non-deductible expenses.

The Company recognizes the benefits of deferred tax assets only as its assessment indicates that it is more likely than not that the deferred tax assets will be recognized in accordance with ASC Topic 740, Income Taxes. The Company reviews the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to utilize existing deferred tax assets. As of March 31, 2025 and December 31, 2024, the Company recorded a valuation allowance against its deferred tax assets related to a portion of disallowed interest expense carryforwards and other attributes generated during the year because it is more likely than not that some of the tax benefits of these assets will not be realized in the future. The Company will continue to monitor the valuation of deferred tax assets and tax liabilities, which requires judgment in assessing the likely future tax consequences of events that are recognized in the Company's financial statements or tax returns as well as judgment in projecting future profitability.

7. Stockholders' Equity

Common Stock

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

As of March 31, 2025, the Company had 23,255,195 aggregate issued shares of common stock, and 17,440,084 outstanding shares consisting of: (i) 22,943,154 issued shares and 17,128,043 outstanding shares designated as Class A common stock; and (ii) 312,041 issued and outstanding shares designated as Class B common stock.

Share Repurchase Program

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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 extent that the Company repurchases its shares, the number of shares and the timing of any repurchases will depend on general economic and market conditions, regulatory and legal requirements, alternative investment opportunities and other considerations. The repurchase program does not require the Company to repurchase a minimum number of shares, and it may be modified, suspended or terminated at any time without prior notice. We are currently subject to significant restrictions under the terms of our debt agreements with respect to payment to repurchase shares of our common stock. See "Note 4 — Long-Term Debt" for further discussion of the restrictions in our debt agreements.

During the three months ended March 31, 2025 and 2024, the Company did not repurchase any shares of its outstanding Class A Common stock in the open market.

As of March 31, 2025, $25.0 million of the Company's outstanding Class A common stock remained available for repurchase under the share repurchase program, subject to restrictions under the terms of our debt agreements.

8. Loss Per Share

The Company calculates basic loss per share by dividing net loss by the weighted average number of common shares outstanding. The Company calculates diluted loss per share by dividing net loss by the weighted average number of common shares outstanding plus the dilutive effect of all outstanding share-based awards, including stock options and restricted stock awards.

For the three months ended March 31, 2025 and 2024, given the net loss attributable to the Company common stockholders, potential common shares that would have caused dilution, such as employee stock options, restricted shares and other stock awards, were excluded from the diluted share count because their effect would have been anti-dilutive.

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

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


	Three Months Ended March 31,
	2025		2024
Basic Loss Per Share
Numerator:
Undistributed net loss from operations	$	(32,367)	$	(14,154)



Basic net loss attributable to common shares	$	(32,367)	$	(14,154)
Denominator:
Basic weighted average shares outstanding	17,205		16,685
Basic undistributed net loss per share attributable to common shares	$	(1.88)	$	(0.85)

Diluted Loss Per Share
Numerator:
Undistributed net loss from operations	$	(32,367)	$	(14,154)



Diluted net loss attributable to common shares	$	(32,367)	$	(14,154)
Denominator:
Basic weighted average shares outstanding	17,205		16,685

Effect of dilutive options and restricted share units	—		—
Diluted weighted average shares outstanding	17,205		16,685
Diluted undistributed net loss per share attributable to common shares	$	(1.88)	$	(0.85)

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9. Commitments and Contingencies

Legal Proceedings

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

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

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

10. Subsequent Event

Transition to the OTC Markets

As previously disclosed in our Current Report on Form 8-K filed on April 23, 2025, shares of our Class A common stock will be suspended from trading on the Nasdaq Global Market at the open of business on May 2, 2025, because the Company is not in compliance with Nasdaq Listing Rules 5450(a)(2) and 5450(b)(1)(A). At the open of business on May 2, 2025, the Company’s Class A common stock will begin trading on the OTC Markets’ OTCQB® market tier.

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

Overview

The following discussion of our financial condition and results of operations should be read in conjunction with the other information contained in this Form 10-Q, including our unaudited Condensed Consolidated Financial Statements and notes thereto included elsewhere in this Form 10-Q, as well as our audited Consolidated Financial Statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2024 ("2024 Form 10-K"), filed with the SEC. This discussion, as well as various other sections of this Form 10-Q, contain and refer to statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such statements are any statements other than those of historical fact and relate to our intent, belief or current expectations primarily with respect to our future operating, financial and strategic performance. Any such forward-looking statements are not guarantees of future performance and may involve risks and uncertainties. These risks and uncertainties include, but are not limited to, those described in Part I, "Item 1A. Risk Factors," and elsewhere in our 2024 Form 10-K and elsewhere in this report, and those described from time to time in other reports filed with the SEC. Actual results may differ from those contained in or implied by the forward-looking statements as a result of various factors. For more information, see "Cautionary Statement Regarding Forward-Looking Statements" in our 2024 Form 10-K.

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Transition to the OTC Markets

Non-GAAP Financial Measure

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

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, restructuring costs, expenses relating to acquisitions and divestitures, non-routine legal expenses incurred in connection with certain litigation matters, and non-cash impairments of assets, if any.

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

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

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Consolidated Results of Operations

Analysis of Consolidated Results of Operations

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


	Three Months Ended March 31,
	2025		2024		2025 vs 2024 Change
					$		%
STATEMENT OF OPERATIONS DATA:
Net revenue	$	187,349	$	200,053	$	(12,704)	(6.4)	%
Content costs	79,331		85,057		(5,726)		(6.7)	%
Selling, general and administrative expenses	93,379		94,760		(1,381)		(1.5)	%
Depreciation and amortization	14,796		14,878		(82)		(0.6)	%
Corporate expenses	14,617		15,832		(1,215)		(7.7)	%



Operating loss	(14,774)		(10,474)		(4,300)		(41.1)	%
Interest expense	(16,022)		(17,360)		1,338		7.7	%
Interest income	86		346		(260)		(75.1)	%

Other (expense) income, net	(10)		14,833		(14,843)		N/A
Loss before income taxes	(30,720)		(12,655)		(18,065)		(142.7)	%
Income tax expense	(1,647)		(1,499)		(148)		(9.9)	%


Net loss	$	(32,367)	$	(14,154)	$	(18,213)	(128.7)	%
KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA	$	3,519	$	8,405	$	(4,886)	(58.1)	%

Three Months Ended March 31, 2025 compared to the Three Months Ended March 31, 2024

Net Revenue

Net revenue for the three months ended March 31, 2025, compared to net revenue for the three months ended March 31, 2024, decreased $12.7 million, or 6.4%. The decrease is primarily driven by a reduction in spot and network revenues of $9.6 million and $5.2 million, respectively, resulting from current macroeconomic conditions. This decrease was primarily offset by $2.1 million of higher digital advertising revenue largely driven by growth in digital marketing services which was partially offset by lower podcasting revenue.

Content Costs

Content costs consist of all costs related to the licensing, acquisition and development of our programming. Content costs for the three months ended March 31, 2025, compared to content costs for the three months ended March 31, 2024, decreased $5.7 million, or 6.7%, primarily as a result of lower syndicated programming and personnel costs. These decreases were partially offset by higher digital costs, which grew in line with digital advertising revenue.

Selling, General & Administrative Expenses

Selling, general and administrative expenses consist of expenses related to our sales efforts and distribution of our content across our platform and overhead in our markets. Selling, general and administrative expenses for the three months ended March 31, 2025, compared to selling, general and administrative expenses for the three months ended March 31, 2024, decreased $1.4 million, or 1.5%. Selling, general and administrative expenses decreased primarily from lower personnel costs, including incentive-based compensation, and lower rent expense arising from actions taken to reduce our real estate footprint. These decreases were largely offset by higher trade expense.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended March 31, 2025, as compared to depreciation and amortization expense for the three months ended March 31, 2024, was generally consistent.

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Corporate Expenses

Corporate expenses consist primarily of compensation and related costs for our executive, accounting, finance, human resources, information technology and legal personnel, and fees for professional services. Professional services principally consist of audit, consulting and outside legal services. Corporate expenses also include restructuring costs and stock-based compensation expense. Corporate expenses for the three months ended March 31, 2025, compared to corporate expenses for the three months ended March 31, 2024, decreased $1.2 million, or 7.7%. Corporate expenses decreased primarily as a result of lower personnel costs, including incentive-based compensation expense, and reduced legal fees.

Interest Expense

Total interest expense for the three months ended March 31, 2025, decreased $1.3 million, or 7.7%, when compared to the total interest expense for the three months ended March 31, 2024. The below table details the components of our interest expense by debt instrument (dollars in thousands):


	Three Months Ended March 31,
	2025		2024		$ Change
Term Loan due 2026	$	25	$	7,516	$	(7,491)
Term Loan due 2029	7,328		—		7,328
Senior Notes due 2026	383		5,843		(5,460)

Senior Notes due 2029	6,059		—		6,059
Financing liabilities	3,360		3,511		(151)
Amortization of debt discount	(1,433)		—		(1,433)
Other, including amortization of debt issuance costs	300		490		(190)
Interest expense	$	16,022	$	17,360	$	(1,338)

Other (Expense) Income

Other expense for the three months ended March 31, 2025, was not material.

Other income for the three months ended March 31, 2024, of $14.8 million, represents the gain recognized on the February 2024 sale of Broadcast Music, Inc. (the "BMI Sale") to a shareholder group led by New Mountain Capital, LLC.

Income Tax Expense

The differences between the effective tax rates and the federal statutory rate of 21.0% for the three month periods ended March 31, 2025 and 2024, primarily relate to the valuation allowance recognized, state and local income taxes, and the effect of certain statutory non-deductible expenses.

Adjusted EBITDA

As a result of the factors described above, Adjusted EBITDA of $3.5 million for the three months ended March 31, 2025, compared to the Adjusted EBITDA of $8.4 million for the three months ended March 31, 2024, decreased $4.9 million.

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Reconciliation of Non-GAAP Financial Measure

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


	Three Months Ended March 31,
	2025		2024
GAAP net loss	$	(32,367)	$	(14,154)
Income tax expense	1,647		1,499
Non-operating expense, net (includes net interest expense)	15,946		2,181
Depreciation and amortization	14,796		14,878
Stock-based compensation expense	849		1,072




Restructuring costs	2,468		2,130

Non-routine legal expenses	—		608
Franchise taxes	180		191
Adjusted EBITDA	$	3,519	$	8,405

Liquidity and Capital Resources

As of March 31, 2025, we had $52.7 million of cash and cash equivalents. The Company used $3.8 million and $16.1 million of cash for operating activities in the three months ended March 31, 2025 and 2024, respectively.

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

We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the Consolidated Balance Sheet as of March 31, 2025, while others are considered future commitments. Our contractual obligations primarily consist of long-term debt and related interest payments, commitments under non-cancelable operating lease agreements, and employment and talent contracts. In addition to our contractual obligations, we expect that our primary anticipated uses of liquidity in 2025 will be to fund our working capital, make interest and tax payments, fund capital expenditures, execute our strategic plan and maintain operations.

Although there remains uncertainty related to the current macroeconomic conditions on the Company's future results, we believe our business model, our current cash reserves and borrowings from time to time under the Revolving Credit Agreement (or any such other credit facility as may be in place at the appropriate time) will help us manage our business and anticipated liquidity needs for at least the next twelve months and the foreseeable future thereafter.

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

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2026 Credit Agreement (Term Loan due 2026)

On September 26, 2019, Holdings entered into the 2026 Credit Agreement providing for the Term Loan due 2026. See Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 4 — Long-Term Debt," for further discussion of the 2026 Credit Agreement.

2029 Credit Agreement (Term Loan Due 2029)

On May 2, 2024, Holdings completed its offer (the "Term Loan Exchange Offer" and, together with the Notes Exchange Offer, the "Exchange Offer") to exchange its Term Loan due 2026, for new senior secured term loans due May 2, 2029 (the "Term Loan due 2029") issued under a new credit agreement. In connection with the Term Loan Exchange Offer, Holdings exchanged $328.3 million in aggregate principal amount of its Term Loan due 2026 for $311.8 million in aggregate principal amount of Term Loan due 2029.

See Part I, "Item 1 — Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements — Note 4— Long-Term Debt," for further discussion of the Term Loan Exchange Offer.

2020 Revolving Credit Agreement

On March 6, 2020, we entered into the Revolving Credit Facility which was amended on June 3, 2022 (and further amended on May 2, 2024). See Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 4 — Long-Term Debt," for further discussion of our 2020 Revolving Credit Agreement.

Senior Notes due 2026

On June 26, 2019, we entered into an indenture under which the Senior Notes due 2026 were issued. See Part I, "Item 1 — Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements — Note 4 — Long-Term Debt," for further discussion of the indenture and the Senior Notes due 2026.

Senior Notes due 2029

On May 2, 2024, Holdings consummated its Notes Exchange Offer to exchange any and all of its outstanding Senior Notes due 2026 for new 8.00% Senior Secured First-Lien Notes due 2029 (the "Senior Notes due 2029"). In connection with the Notes Exchange Offer, Holdings accepted $323.0 million in aggregate principal amount of Senior Notes due 2026 tendered in the Notes Exchange Offer in exchange for approximately $306.4 million in aggregate principal amount of Senior Notes due 2029. See Part I, "Item 1 — Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements — Note 4 — Long-Term Debt," for further discussion of the Notes Exchange Offer.

Share Repurchase Program

On October 27, 2023, the Company announced that the Board of Directors authorized a new share repurchase program (the "Current Share Repurchase Authorization") for up to $25.0 million of outstanding Class A common stock. The Current Share Repurchase Authorization expires on May 15, 2025 and superseded and replaced our Prior Share Repurchase Authorization, which expired on November 3, 2023. Purchases made pursuant to the program may be made from time to time, at the Company’s discretion, in the open market, through privately negotiated transactions or through other manners as permitted by federal securities laws including, but not limited to, 10b5-1 trading plans, accelerated stock repurchase programs and tender offers. The extent that the Company repurchases its shares, the number of shares and the timing of any repurchases will depend on general economic and market conditions, regulatory and legal requirements, alternative investment opportunities and other considerations. The repurchase program does not require the Company to repurchase a minimum number of shares, and it may be modified, suspended or terminated at any time without prior notice. We are currently subject to significant restrictions under the terms of our debt agreements with respect to payment to repurchase shares of our common stock. For a more detailed discussion of the restrictions in our debt agreements, See Part I, "Item 1 — Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements — Note 4 — Long-Term Debt."

During the three months ended March 31, 2025 and 2024, the Company did not repurchase any shares of its outstanding Class A Common stock in the open market.

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Cash Flows Used in Operating Activities


	Three Months Ended March 31,
	2025		2024
(Dollars in thousands)
Net cash used in operating activities	$	(3,824)	$	(16,107)

Net cash used in operating activities for the three months ended March 31, 2025, compared to net cash used in operating activities for the three months ended March 31, 2024, decreased primarily as a result of changes in working capital which were partially offset by lower operating results.

Cash Flows Used in (Provided by) Investing Activities


	Three Months Ended March 31,
	2025		2024
(Dollars in thousands)
Net cash used in investing activities	$	(5,058)	$	6,736

For the three months ended March 31, 2025, net cash used in investing activities consists primarily of capital expenditures.

For the three months ended March 31, 2024, net cash provided by investing activities consists primarily of proceeds from the BMI Sale which were partially offset by capital expenditures.

Cash Flows Used in Financing Activities


	Three Months Ended March 31,
	2025		2024
(Dollars in thousands)
Net cash used in financing activities	$	(2,260)	$	(2,950)

For the three months ended March 31, 2025, net cash used in financing activities primarily relates to repayments of financing obligations.

For the three months ended March 31, 2024, net cash used in financing activities primarily relates to repayments of financing obligations and shares returned in lieu of tax payments for vested restricted stock.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of March 31, 2025.

Critical Accounting Policies and Estimates

For a description of our critical accounting policies and estimates, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Our critical accounting policies and estimates have not changed materially during the three months ended March 31, 2025.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures

We maintain a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such disclosure controls and procedures are designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including, our President and Chief Executive Officer ("CEO") and Executive Vice President and Chief Financial Officer ("CFO"), the principal executive and principal financial officers, respectively, as appropriate, to allow timely decisions regarding required disclosure. At the end of the period

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covered by this report, an evaluation was carried out under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the CEO and CFO have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2025.

There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)) during the three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

As of the date of this filing, there have been no additional material legal proceedings or material developments in the legal proceedings disclosed in Part 1, Item 3, of our Annual Report on Form 10-K for the year ended December 31, 2024. For more information, see Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 9 — Commitments and Contingencies."

Item 1A. Risk Factors

Risks of trading in an over-the-counter market.

Our Class A common stock will be suspended from trading on the Nasdaq Global Market effective at the open of business on May 2, 2025 and will begin trading on the OTCQB® at the open of business on May 2, 2025. Securities traded in the over-the-counter market generally are less liquid than securities traded on a national securities exchange.

Please refer to Part I, Item 1A, "Risk Factors," in our 2024 Form 10-K for information regarding additional known material risks that could materially affect our business, financial condition or future results. During the three months ended March 31, 2025, there were no material changes to our previously disclosed risk factors other than as disclosed above in this section. Additional factors not presently known to the Company, or that the Company does not currently believe to be material, may also cause actual results to differ materially from expectations.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

None.

Item 5. Other Information

None of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as defined in Item 408 of Regulation S-K, during the Company’s fiscal quarter ended March 31, 2025.

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Item 6. Exhibits


Exhibit Number						Description

























3.1						Third Amended and Restated Bylaws of Cumulus Media Inc. (incorporated by reference to Exhibit 3.1 to Cumulus Media Inc.’s Current Report on Form 8-K filed with the SEC on March 10, 2025).
31.1						Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

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

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

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Cumulus Media Inc.

May 1, 2025	By:	/s/ Francisco J. Lopez-Balboa
		Francisco J. Lopez-Balboa
		Executive Vice President, Chief Financial Officer

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SEC Form 10-Q filed by Cumulus Media Inc.

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