cmls-20220930

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 September 30, 2022


☐			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)

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 October 21, 2022, the registrant had 18,623,085 outstanding shares of common stock consisting of: (i) 17,714,275 shares of Class A common stock; (ii) 908,810 shares of Class B common stock, and no warrants issued and outstanding.

Table of Contents

Cumulus Media Inc.

INDEX


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021			3
Condensed Consolidated Statements of Operations For the Three and Nine Months Ended September 30, 2022 and 2021			4
Condensed Consolidated Statements of Stockholders’ Equity For the Nine Months Ended September 30, 2022 and 2021			5
Condensed Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 2022 and September 30, 2021			7
Notes to Condensed Consolidated Financial Statements			8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			18
Item 4. Controls and Procedures			27
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			28
Item 1A. Risk Factors			28


Item 6. Exhibits			29


Signatures			30

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Cumulus Media Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


Dollars in thousands (except for share data)	September 30, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	118,149	$	177,028

Accounts receivable, less allowance for doubtful accounts of $6,296 and $5,816 at September 30, 2022 and December 31, 2021, respectively	198,448		196,934
Trade receivable	2,416		1,898

Prepaid expenses and other current assets	37,688		30,656
Total current assets	356,701		406,516
Property and equipment, net	185,371		191,520
Operating lease right-of-use assets	137,022		142,937
Broadcast licenses	823,137		823,905
Other intangible assets, net	121,476		138,390
Deferred income tax assets	4,071		6,356
Other assets	7,528		7,758
Total assets	$	1,635,306	$	1,717,382
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	109,412	$	109,669
Current portion of operating lease liabilities	28,376		28,395
Trade payable	3,162		1,750



Total current liabilities	140,950		139,814


Term loan due 2026, net of debt issuance costs of $1,942 and $2,404 at September 30, 2022 and December 31, 2021, respectively	341,789		353,836
6.75% senior notes, net of debt issuance costs of $3,476 and $4,607 at September 30, 2022 and December 31, 2021, respectively	393,651		445,088
Operating lease liabilities	121,992		125,638
Financing liabilities, net	214,738		219,649
Other liabilities	12,310		13,860

Total liabilities	1,225,430		1,297,885
Commitments and contingencies (Note 9)
Stockholders’ equity:
Class A common stock, par value $

SEC Form 10-Q filed by Cumulus Media Inc.