12/312021Q3false00010586230.500010586232021-01-012021-09-30xbrli:shares0001058623us-gaap:CommonClassAMember2021-10-270001058623us-gaap:CommonClassBMember2021-10-27iso4217:USD00010586232021-09-3000010586232020-12-310001058623cmls:SeniorNotes6.75Member2021-09-30xbrli:pure0001058623us-gaap:SeniorNotesMembercmls:SeniorNotes6.75Member2019-06-260001058623cmls:SeniorNotes6.75Member2020-12-31iso4217:USDxbrli:shares0001058623us-gaap:CommonClassAMember2020-12-310001058623us-gaap:CommonClassAMember2021-09-300001058623us-gaap:CommonClassBMember2021-09-300001058623us-gaap:CommonClassBMember2020-12-3100010586232021-07-012021-09-3000010586232020-07-012020-09-3000010586232020-01-012020-09-300001058623us-gaap:CommonStockMemberus-gaap:CommonClassAMember2020-12-310001058623us-gaap:CommonStockMemberus-gaap:CommonClassBMember2020-12-310001058623us-gaap:TreasuryStockMember2020-12-310001058623us-gaap:AdditionalPaidInCapitalMember2020-12-310001058623us-gaap:RetainedEarningsMember2020-12-310001058623us-gaap:RetainedEarningsMember2021-01-012021-03-3100010586232021-01-012021-03-310001058623us-gaap:TreasuryStockMember2021-01-012021-03-310001058623us-gaap:CommonStockMemberus-gaap:CommonClassAMember2021-01-012021-03-310001058623us-gaap:CommonStockMemberus-gaap:CommonClassBMember2021-01-012021-03-310001058623us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-310001058623us-gaap:CommonStockMemberus-gaap:CommonClassAMember2021-03-310001058623us-gaap:CommonStockMemberus-gaap:CommonClassBMember2021-03-310001058623us-gaap:TreasuryStockMember2021-03-310001058623us-gaap:AdditionalPaidInCapitalMember2021-03-310001058623us-gaap:RetainedEarningsMember2021-03-3100010586232021-03-310001058623us-gaap:RetainedEarningsMember2021-04-012021-06-3000010586232021-04-012021-06-300001058623us-gaap:TreasuryStockMember2021-04-012021-06-300001058623us-gaap:CommonStockMemberus-gaap:CommonClassAMember2021-04-012021-06-300001058623us-gaap:CommonStockMemberus-gaap:CommonClassBMember2021-04-012021-06-300001058623us-gaap:AdditionalPaidInCapitalMember2021-04-012021-06-300001058623us-gaap:CommonStockMemberus-gaap:CommonClassAMember2021-06-300001058623us-gaap:CommonStockMemberus-gaap:CommonClassBMember2021-06-300001058623us-gaap:TreasuryStockMember2021-06-300001058623us-gaap:AdditionalPaidInCapitalMember2021-06-300001058623us-gaap:RetainedEarningsMember2021-06-3000010586232021-06-300001058623us-gaap:RetainedEarningsMember2021-07-012021-09-300001058623us-gaap:CommonStockMemberus-gaap:CommonClassAMember2021-07-012021-09-300001058623us-gaap:CommonStockMemberus-gaap:CommonClassBMember2021-07-012021-09-300001058623us-gaap:AdditionalPaidInCapitalMember2021-07-012021-09-300001058623us-gaap:CommonStockMemberus-gaap:CommonClassAMember2021-09-300001058623us-gaap:CommonStockMemberus-gaap:CommonClassBMember2021-09-300001058623us-gaap:TreasuryStockMember2021-09-300001058623us-gaap:AdditionalPaidInCapitalMember2021-09-300001058623us-gaap:RetainedEarningsMember2021-09-300001058623us-gaap:CommonStockMemberus-gaap:CommonClassAMember2019-12-310001058623us-gaap:CommonStockMemberus-gaap:CommonClassBMember2019-12-310001058623us-gaap:TreasuryStockMember2019-12-310001058623us-gaap:AdditionalPaidInCapitalMember2019-12-310001058623us-gaap:RetainedEarningsMember2019-12-3100010586232019-12-310001058623us-gaap:RetainedEarningsMember2020-01-012020-03-3100010586232020-01-012020-03-310001058623us-gaap:TreasuryStockMember2020-01-012020-03-310001058623us-gaap:CommonStockMemberus-gaap:CommonClassAMember2020-01-012020-03-310001058623us-gaap:CommonStockMemberus-gaap:CommonClassBMember2020-01-012020-03-310001058623us-gaap:AdditionalPaidInCapitalMember2020-01-012020-03-310001058623us-gaap:CommonStockMemberus-gaap:CommonClassAMember2020-03-310001058623us-gaap:CommonStockMemberus-gaap:CommonClassBMember2020-03-310001058623us-gaap:TreasuryStockMember2020-03-310001058623us-gaap:AdditionalPaidInCapitalMember2020-03-310001058623us-gaap:RetainedEarningsMember2020-03-3100010586232020-03-310001058623us-gaap:RetainedEarningsMember2020-04-012020-06-3000010586232020-04-012020-06-300001058623us-gaap:TreasuryStockMember2020-04-012020-06-300001058623us-gaap:CommonStockMemberus-gaap:CommonClassAMember2020-04-012020-06-300001058623us-gaap:CommonStockMemberus-gaap:CommonClassBMember2020-04-012020-06-300001058623us-gaap:AdditionalPaidInCapitalMember2020-04-012020-06-300001058623us-gaap:CommonStockMemberus-gaap:CommonClassAMember2020-06-300001058623us-gaap:CommonStockMemberus-gaap:CommonClassBMember2020-06-300001058623us-gaap:TreasuryStockMember2020-06-300001058623us-gaap:AdditionalPaidInCapitalMember2020-06-300001058623us-gaap:RetainedEarningsMember2020-06-3000010586232020-06-300001058623us-gaap:RetainedEarningsMember2020-07-012020-09-300001058623us-gaap:CommonStockMemberus-gaap:CommonClassAMember2020-07-012020-09-300001058623us-gaap:CommonStockMemberus-gaap:CommonClassBMember2020-07-012020-09-300001058623us-gaap:AdditionalPaidInCapitalMember2020-07-012020-09-300001058623us-gaap:CommonStockMemberus-gaap:CommonClassAMember2020-09-300001058623us-gaap:CommonStockMemberus-gaap:CommonClassBMember2020-09-300001058623us-gaap:TreasuryStockMember2020-09-300001058623us-gaap:AdditionalPaidInCapitalMember2020-09-300001058623us-gaap:RetainedEarningsMember2020-09-3000010586232020-09-30cmls:stationcmls:marketcmls:affiliatecmls:segment00010586232021-08-022021-08-020001058623cmls:AffiliateAdvertisingRelationshipsMember2021-07-302021-07-3000010586232021-01-012021-06-300001058623cmls:AdvertisingRevenuesMember2021-07-012021-09-300001058623cmls:AdvertisingRevenuesMember2020-07-012020-09-300001058623cmls:NonAdvertisingRevenuesMember2021-07-012021-09-300001058623cmls:NonAdvertisingRevenuesMember2020-07-012020-09-300001058623cmls:AdvertisingRevenuesMember2021-01-012021-09-300001058623cmls:AdvertisingRevenuesMember2020-01-012020-09-300001058623cmls:NonAdvertisingRevenuesMember2021-01-012021-09-300001058623cmls:NonAdvertisingRevenuesMember2020-01-012020-09-300001058623cmls:TradeandBarterTransactionsMember2021-07-012021-09-300001058623cmls:TradeandBarterTransactionsMember2020-07-012020-09-300001058623cmls:TradeandBarterTransactionsMember2021-01-012021-09-300001058623cmls:TradeandBarterTransactionsMember2020-01-012020-09-300001058623cmls:FCCLicensesMember2020-12-310001058623us-gaap:TrademarksMember2020-12-310001058623cmls:AffiliateandProducerRelationshipsMember2020-12-310001058623cmls:BroadcastAdvertisingMember2020-12-310001058623cmls:TowerIncomeContractsMember2020-12-310001058623cmls:OtherFiniteLivedMember2020-12-310001058623cmls:FCCLicensesMember2021-01-012021-09-300001058623us-gaap:TrademarksMember2021-01-012021-09-300001058623cmls:AffiliateandProducerRelationshipsMember2021-01-012021-09-300001058623cmls:BroadcastAdvertisingMember2021-01-012021-09-300001058623cmls:TowerIncomeContractsMember2021-01-012021-09-300001058623cmls:OtherFiniteLivedMember2021-01-012021-09-300001058623cmls:FCCLicensesMember2021-09-300001058623us-gaap:TrademarksMember2021-09-300001058623cmls:AffiliateandProducerRelationshipsMember2021-09-300001058623cmls:BroadcastAdvertisingMember2021-09-300001058623cmls:TowerIncomeContractsMember2021-09-300001058623cmls:OtherFiniteLivedMember2021-09-300001058623cmls:TermLoanMember2021-09-300001058623cmls:TermLoanMember2020-12-310001058623cmls:A2020RevolvingCreditFacilityMember2021-09-300001058623cmls:A2020RevolvingCreditFacilityMember2020-12-310001058623cmls:PPPLoansMember2021-09-300001058623cmls:PPPLoansMember2020-12-310001058623cmls:TermLoanDue2026Member2019-09-260001058623cmls:TermLoanDue2026Memberus-gaap:LondonInterbankOfferedRateLIBORMember2019-09-262019-09-260001058623srt:MinimumMembercmls:TermLoanDue2026Memberus-gaap:LondonInterbankOfferedRateLIBORMember2019-09-262019-09-260001058623cmls:TermLoanDue2026Membercmls:AlternativeBaseRateMember2019-09-262019-09-260001058623srt:MinimumMembercmls:TermLoanDue2026Membercmls:AlternativeBaseRateMember2019-09-262019-09-260001058623cmls:TermLoanDue2026Member2019-09-262019-09-260001058623cmls:TermLoanDue2026Member2021-09-300001058623cmls:TermLoanDue2026Member2020-09-302020-09-300001058623cmls:TermLoanDue2026Member2021-05-252021-05-250001058623cmls:LandSaleMembercmls:TermLoanDue2026Member2021-05-252021-05-250001058623cmls:TermLoanDue2026Membercmls:TowerSaleMember2021-05-252021-05-250001058623cmls:TermLoanDue2026Membercmls:SeniorNotes6.75Member2021-05-012021-05-310001058623cmls:TermLoanDue2026Member2021-01-012021-09-300001058623us-gaap:RevolvingCreditFacilityMember2020-03-060001058623us-gaap:LetterOfCreditMember2020-03-060001058623cmls:SwingLineLoansMember2020-03-060001058623cmls:AlternativeBaseRateMemberus-gaap:RevolvingCreditFacilityMember2020-03-062020-03-060001058623us-gaap:RevolvingCreditFacilityMember2020-03-062020-03-060001058623us-gaap:RevolvingCreditFacilityMember2021-09-300001058623us-gaap:RevolvingCreditFacilityMember2021-05-172021-05-170001058623cmls:SeniorNotes6.75Member2019-06-260001058623us-gaap:SeniorNotesMembercmls:SeniorNotes6.75Member2020-11-032020-11-030001058623cmls:SeniorNotes6.75Member2020-11-032020-11-030001058623cmls:TowerSaleMembercmls:SeniorNotes6.75Member2021-05-012021-05-310001058623us-gaap:SeniorNotesMembercmls:SeniorNotes6.75Member2021-06-232021-06-230001058623cmls:PaycheckProtectionProgramMember2021-06-300001058623cmls:PPPLoansMemberus-gaap:SubsequentEventMember2021-10-012021-10-310001058623cmls:TermLoanDue2026Membercmls:FederalFundsRateMember2019-09-262019-09-260001058623us-gaap:SeniorNotesMembercmls:SeniorNotes6.75Member2021-09-300001058623cmls:TermLoanDue2026Member2021-09-300001058623cmls:TermLoanDue2026Member2020-12-310001058623us-gaap:FairValueInputsLevel2Membercmls:TermLoanDue2026Member2021-09-300001058623us-gaap:FairValueInputsLevel2Membercmls:TermLoanDue2026Member2020-12-310001058623cmls:SeniorNotes6.75Member2021-09-300001058623cmls:SeniorNotes6.75Member2020-12-310001058623us-gaap:FairValueInputsLevel2Membercmls:SeniorNotes6.75Member2021-09-300001058623us-gaap:FairValueInputsLevel2Membercmls:SeniorNotes6.75Member2020-12-310001058623us-gaap:SeniorNotesMembercmls:SeniorNotes6.75Member2021-09-300001058623us-gaap:SeniorNotesMembercmls:SeniorNotes6.75Member2020-12-310001058623cmls:ClassARightMember2020-05-202020-05-200001058623us-gaap:CommonClassAMember2020-05-200001058623cmls:ClassBRightMember2020-05-202020-05-200001058623us-gaap:CommonClassBMember2020-05-200001058623cmls:Series1WarrantRightMember2020-05-202020-05-200001058623cmls:Series2WarrantRightMember2020-05-202020-05-20cmls:lawsuit00010586232015-08-012015-08-31cmls:plaintiff00010586232020-02-242020-02-24cmls:claim00010586232020-12-172020-12-17
Table of Contents
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, 2021
OR
☐ 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
CMLS-20210930_G1.JPG
 
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, GA   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   
þ
Non-accelerated Filer  
¨ 
   Smaller Reporting Company
þ
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 27, 2021, the registrant had 20,502,895 outstanding shares of common stock consisting of: (i) 18,538,131 shares of Class A common stock; (ii) 1,964,764 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.



Table of Contents
CUMULUS MEDIA INC.
INDEX
 
3
4
5
7
8
18
27
28
29
29
30

2
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, 2021 December 31, 2020
Assets
Current assets:
Cash and cash equivalents $ 152,917  $ 271,761 
Accounts receivable, less allowance for doubtful accounts of $6,199 and $6,745 at September 30, 2021 and December 31, 2020, respectively
200,508  201,275 
Trade receivable 2,718  1,986 
Prepaid expenses and other current assets 35,954  27,942 
Total current assets 392,097  502,964 
Property and equipment, net 194,214  208,692 
Operating lease right-of-use assets 151,331  157,568 
Broadcast licenses 823,934  825,590 
Other intangible assets, net 144,072  144,387 
Deferred income tax assets 8,213  7,779 
Other assets 8,610  12,758 
Total assets $ 1,722,471  $ 1,859,738 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses $ 106,867  $ 94,128 
Current portion of operating lease liabilities 28,154  28,121 
Trade payable 1,883  1,537 
Current portion of term loan due 2026 —  5,250 
Total current liabilities 136,904  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 $2,530 and $3,850 at September 30, 2021 and December 31, 2020, respectively
353,710  460,311 
6.75% senior notes, net of debt issuance costs of $4,823 and $5,486 at September 30, 2021 and December 31, 2020, respectively
444,872  447,350 
Operating lease liabilities 127,682  129,273 
Financing liabilities, net 220,670  222,802 
Other liabilities 18,138  13,375 
Total liabilities 1,321,976  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; 18,721,481 and 18,135,956 shares issued; 18,494,822 and 17,961,734 shares outstanding at September 30, 2021 and December 31, 2020, respectively
—  — 
Convertible Class B common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 2,008,073 and 2,416,253 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively
—  — 
Treasury stock, at cost, 226,659 and 174,222 shares at September 30, 2021 and December 31, 2020, respectively
(2,937) (2,414)
Additional paid-in-capital 340,829  337,042 
Retained earnings 62,603  62,963 
Total stockholders’ equity 400,495  397,591 
Total liabilities and stockholders’ equity $ 1,722,471  $ 1,859,738 
See accompanying notes to the unaudited condensed consolidated financial statements.
3
Table of Contents
CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Dollars in thousands (except for share and per share data) Three Months Ended Nine Months Ended
  September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020
Net revenue $ 237,716  $ 196,385  $ 664,163  $ 570,321 
Operating expenses:
Content costs 87,279  82,014  260,309  236,304 
Selling, general and administrative expenses 93,213  86,323  276,375  269,856 
Depreciation and amortization 13,223  13,151  39,796  39,063 
Local marketing agreement fees 373  984  1,062  3,037 
Corporate expenses 16,017  16,926  55,426  39,065 
(Gain) loss on sale or disposal of assets or stations (20,197) 1,930  (20,659) 7,513 
Impairment of intangible assets —  —  —  4,509 
Total operating expenses 189,908  201,328  612,309  599,347 
Operating income (loss) 47,808  (4,943) 51,854  (29,026)
Non-operating expense:
Interest expense (16,187) (15,930) (51,827) (48,977)
Other expense, net (505) (12) (330) (70)
Total non-operating expense, net (16,692) (15,942) (52,157) (49,047)
Income (loss) before income taxes 31,116  (20,885) (303) (78,073)
Income tax (expense) benefit (3,668) 5,082  (57) 18,603 
Net income (loss) $ 27,448  $ (15,803) $ (360) $ (59,470)
Basic and diluted income (loss) per common share (see Note 8, "Income (Loss) Per Share"):
Basic: Income (loss) per share $ 1.34  $ (0.78) $ (0.02) $ (2.93)
Diluted: Income (loss) per share $ 1.32  $ (0.78) $ (0.02) $ (2.93)
Weighted average basic common shares outstanding 20,508,135  20,339,895  20,467,969  20,299,461 
Weighted average diluted common shares outstanding 20,717,018  20,339,895  20,467,969  20,299,461 


See accompanying notes to the unaudited condensed consolidated financial statements.





4
Table of Contents
CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
For the nine months ended September 30, 2021 and 2020
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 		Retained Earnings Total
Balance at December 31, 2020
17,961,734  $ —  2,416,253  $ —  174,222  $ (2,414) $ 337,042  $ 62,963  $ 397,591 
Net loss —  —  —  —  —  —  —  (21,917) (21,917)
Shares returned in lieu of tax payments —  —  —  —  33,666  (315) —  —  (315)
Conversion of Class B common stock 298,347  —  (298,347) —  —  —  —  —  — 
Issuance of common stock 67,635  —  —  —  —  —  —  —  — 
Stock based compensation expense —  —  —  —  —  —  1,057  —  1,057 
Balance at March 31, 2021 18,327,716  $ —  2,117,906  $ —  207,888  $ (2,729) $ 338,099  $ 41,046  $ 376,416 
Net loss —  —  —  —  —  —  —  (5,891) (5,891)
Shares returned in lieu of tax payments —  —  —  —  18,771  (208) —  —  (208)
Conversion of Class B common stock 77,754  —  (77,754) —  —  —  —  —  — 
Issuance of common stock 40,173  —  —  —  —  —  —  —  — 
Stock based compensation expense —  —  —  —  —  —  1,358  —  1,358 
Balance at June 30, 2021 18,445,643  $ —  2,040,152  $ —  226,659  $ (2,937) $ 339,457  $ 35,155  $ 371,675 
Net income —  —  —  —  —  —  —  27,448  27,448 
Conversion of Class B common stock 32,079  —  (32,079) —  —  —  —  —  — 
Issuance of common stock 17,100  —  —  —  —  —  —  —  — 
Stock based compensation expense —  —  —  —  —  —  1,372  —  1,372 
Balance at September 30, 2021 18,494,822  $ —  2,008,073  $ —  226,659  $ (2,937) $ 340,829  $ 62,603  $ 400,495 
5
Table of Contents
For the nine months ended September 30, 2021 and 2020
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 		Retained Earnings Total
Balance at December 31, 2019
15,681,439  $ —  1,926,848  $ —  68,658  $ (1,171) $ 333,705  $ 122,682  $ 455,216 
Net loss —  —  —  —  —  —  —  (7,351) (7,351)
Shares returned in lieu of tax payments —  —  —  —  75,493  (1,072) —  —  (1,072)
Conversion of Class B common stock 38,563  —  (38,563) —  —  —  —  —  — 
Exercise of warrants 121,114  —  —  —  —  —  —  —  — 
Issuance of common stock 112,569  —  —  —  —  —  —  —  — 
Stock based compensation expense —  —  —  —  —  —  719  —  719 
Balance at March 31, 2020 15,953,685  $ —  1,888,285  $ —  144,151  $ (2,243) $ 334,424  $ 115,331  $ 447,512 
Net loss —  —  —  —  —  —  —  (36,316) (36,316)
Shares returned in lieu of tax payments —  —  —  —  30,071  (171) —  —  (171)
Exercise of warrants 1,723,253  —  686,315  —  —  —  —  —  — 
Issuance of common stock 66,476  —  —  —  —  —  —  —  — 
Stock based compensation expense —  —  —  —  —  —  985  —  985 
Balance at June 30, 2020 17,743,414  $ —  2,574,600  $ —  174,222  $ (2,414) $ 335,409  $ 79,015  $ 412,010 
Net loss —  —  —  —  —  —  (15,803) (15,803)
Conversion of Class B common stock 158,347  —  (158,347) —  —  —  —  —  — 
Issuance of common stock 28,984  —  —  —  —  —  —  —  — 
Stock based compensation expense —  —  —  —  —  —  861  —  861 
Balance at September 30, 2020 17,930,745  $ —  2,416,253  $ —  174,222  $ (2,414) $ 336,270  $ 63,212  $ 397,068 
See accompanying notes to the unaudited condensed consolidated financial statements.
6
Table of Contents
CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Dollars in thousands Nine Months Ended
  September 30, 2021 September 30, 2020
Cash flows from operating activities:
Net loss $ (360) $ (59,470)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 39,796  39,063 
Amortization and write-off of debt issuance costs 2,349  1,988 
Provision for doubtful accounts 67  4,902 
(Gain) loss on sale or disposal of assets or stations (20,659) 7,513 
Impairment of intangible assets —  4,509 
Deferred income taxes (434) (20,810)
Stock-based compensation expense 3,787  2,565 
Non-cash interest expense on financing liabilities 3,032  610 
Non-cash imputed rental income (3,345) — 
Changes in assets and liabilities (excluding acquisitions and dispositions):
Accounts receivable 701  74,430 
Trade receivable (732) (733)
Prepaid expenses and other current assets (8,034) (4,239)
Operating leases, net 4,751  24,200 
Other assets 3,441  (212)
Accounts payable and accrued expenses 8,348  (19,204)
Trade payable 346  (113)
Other liabilities 165  6,238 
Net cash provided by operating activities 33,219  61,237 
Cash flows from investing activities:
Proceeds from sale of assets or stations 33,497  78,333 
Asset acquisition (7,000) — 
Proceeds from insurance reimbursement 866  — 
Capital expenditures (21,988) (9,559)
Net cash provided by investing activities 5,375  68,774 
Cash flows from financing activities:
Repayment of borrowings under term loan (113,171) (52,964)
Repayments of borrowings under 6.75% senior notes
(3,141) — 
   Repayments of borrowings under the 2020 revolving credit facility (60,000) — 
Proceeds from PPP loans 20,000  — 
Borrowings under the 2020 revolving credit facility —  60,000 
Financing costs —  (493)
Shares returned in lieu of tax payments (523) (1,243)
Transaction costs for financing liability (7) (3,152)
Proceeds from financing liability 2,635  205,442 
Repayments of financing liabilities (3,030) (631)
Repayments of finance lease obligations (201) (255)
Net cash (used in) provided by financing activities (157,438) 206,704 
(Decrease) increase in cash and cash equivalents (118,844) 336,715 
Cash and cash equivalents at beginning of period 271,761  17,007 
Cash and cash equivalents at end of period $ 152,917  $ 353,722 
See accompanying notes to the unaudited condensed consolidated financial statements.

7
Table of Contents
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 over a quarter billion people every month — wherever and whenever they want it. CUMULUS MEDIA engages listeners with high-quality local programming through 412 owned-and-operated stations across 86 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, CNN, the AP, the Academy of Country Music Awards, and many other world-class partners across nearly 7,300 affiliated stations through Westwood One, the largest audio network in America; and inspires listeners through the CUMULUS Podcast Network, its rapidly growing network of original podcasts that are smart, entertaining and thought-provoking. CUMULUS MEDIA provides advertisers with personal connections, local impact and national reach through broadcast and on-demand digital, mobile, social, and voice-activated platforms, as well as integrated digital marketing services, powerful influencers, full-service audio solutions, industry-leading research and insights, and live event experiences. CUMULUS MEDIA is the only audio media company to provide marketers with local and national advertising performance guarantees. For more information visit www.cumulusmedia.com.
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. The Company has one reportable segment and presents the comparative periods on a consolidated basis to reflect the one reportable segment. 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, 2020, was derived from the Company’s audited financial statements as of December 31, 2020, and our accompanying unaudited Condensed Consolidated Financial Statements as of September 30, 2021 and for the periods ended September 30, 2021 and 2020, 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 10 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, 2020.
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. We assessed these aforementioned estimates and judgments utilizing information reasonably available to us and considering the unknown future impacts of the novel coronavirus disease ("COVID-19") pandemic. The business and economic uncertainty resulting from the COVID-19 pandemic has made such estimates and assumptions more difficult to calculate. While there was not a material impact to our key estimates as of and for the quarter ended September 30, 2021, our estimates may change based on the magnitude and duration of COVID-19, as well as other factors. Actual amounts and results may differ materially from these estimates.
8
Comprehensive Income (Loss)
Comprehensive income (loss) includes net income (loss) and certain items that are excluded from net income (loss) and recorded as a separate component of stockholders' equity. During the nine months ended September 30, 2021 and 2020, the Company had no items of other comprehensive income (loss) and, therefore, comprehensive income (loss) does not differ from reported net income (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. The Company measures assets held for sale at the lower of their carrying amount or fair value less cost to sell.
On June 10, 2021, the Company entered into an agreement to sell certain land, a single-story building and certain related equipment in the Company's Nashville, TN market ("Nashville Sale") to a third party. The transaction closed on August 2, 2021. The Company recorded a gain on the Nashville Sale of $20.8 million which is included in the (Gain) loss on sale or disposal of assets or stations financial statement line item of the Company's Consolidated Statements of Operations for three and nine month periods ended September 30, 2021. As of September 30, 2021 and December 31, 2020, assets held for sale were not material.
Asset Acquisition
On July 30, 2021, the Company purchased affiliate advertising relationships from a producer of radio station advertising for total consideration of $15.0 million. The consideration included a $7.0 million upfront cash payment and contingent consideration owed of up to $8.0 million to be paid over approximately three years. The Company recorded a liability for the contingent consideration on the acquisition date in accordance with Accounting Standards Codification Topic 450, Contingencies, as payment was both probable and estimable.
Tower Sale
The Company completed the final closing with Vertical Bridge REIT, LLC for the sale of substantially all of the Company's broadcast communications tower sites and certain other related assets (the "Tower Sale") on June 30, 2021, for net proceeds of $2.6 million. In connection with the Tower Sale, the Company entered into individual site leases for the continued use of substantially all of the assets that were included in the Tower Sale. As the terms of the Tower Sale arrangement contain a repurchase option, the leaseback was not accounted for as a sale. The carrying amount of the leased back assets will remain on the Company's books and continue to be depreciated over their remaining useful lives. The proceeds received for the leased back assets have been recorded as a financing liability.
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 nine months ended September 30, 2021 and 2020:
Nine Months Ended
September 30, 2021 September 30, 2020
Supplemental disclosures of cash flow information:
Interest paid $ 38,951  $ 37,707 
Income taxes paid (refunded) 5,348  (2,155)
Supplemental disclosures of non-cash flow information:
Trade revenue $ 27,349  $ 22,154 
Trade expense 26,819  20,941 
Noncash principal change in financing liabilities (54) 620 
Recent Accounting Standards Updates
ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326) ("ASU 2016-13"). In June 2016, the FASB issued ASU 2016-13 which requires entities to estimate loss of financial assets measured at amortized cost, including trade receivables, debt securities and loans, using an expected credit loss model. The expected credit loss differs from the previous incurred losses model primarily in that the loss recognition threshold of "probable" has been eliminated and that expected loss should consider reasonable and supportable forecasts in addition to the previously considered past events and current
9
conditions. Additionally, the guidance requires additional disclosures related to the further disaggregation of information related to the credit quality of financial assets by year of the asset's origination for as many as five years.
Entities must apply the standard provision as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard was effective for public business entities, excluding Smaller Reporting Companies ("SRC"), for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The standard is effective for SRCs for fiscal years beginning after December 15, 2022. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU 2016-13 on its unaudited Condensed Consolidated Financial Statements.
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 September 30, 2021 Three Months Ended September 30, 2020
Advertising revenues $ 233,816  $ 192,823 
Non-advertising revenues 3,900  3,562 
Total revenue $ 237,716  $ 196,385 
Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020
Advertising revenues $ 651,016  $ 560,236 
Non-advertising revenues 13,147  10,085 
Total revenue $ 664,163  $ 570,321 
Advertising Revenues
Substantially all of the Company's revenues are from advertising, primarily generated through (i) the sale of broadcast radio advertising time and advertising and promotional opportunities across digital audio networks to local, regional, national and network advertisers and (ii) remote/event revenue. The Company considers each advertising element a separate contract, and thus a separate performance obligation, as a result of both the customer's and the Company's respective ability to stop transferring promised goods or services during the contract term without notice or penalty. As a result, revenue associated with these contracts is recognized at the time advertising or other services, for example hosting an event, are delivered.
The Company's payment terms vary by the type and location of customer and the products or services offered. The term between invoicing and when payment is due is generally not significant. There are no further obligations for returns, refunds or similar obligations related to the contracts. The Company records deferred revenues when cash payments, including amounts which are refundable, are received in advance of performance.
Non-Advertising Revenues
Non-advertising revenue does not constitute a material portion of the Company's revenue and primarily consists of licensing content, and to a lesser degree, imputed tower rental income and satellite rental income.
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.
10
Trade and barter expense is recorded when goods or services are consumed. For the three months ended September 30, 2021 and 2020, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $8.6 million and $7.2 million, respectively; and (2) trade and barter expenses of $8.3 million and $6.8 million, respectively. For the nine months ended September 30, 2021 and 2020, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $27.3 million and $22.2 million, respectively; and (2) trade and barter expenses of $26.8 million and $20.9 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 contracts with a customer life of one year or less, commissions are expensed as they are incurred. 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 September 30, 2021 and December 31, 2020, the Company recorded an asset of approximately $6.3 million and $5.8 million, respectively, related to the unamortized portion of commission expense on new local direct revenue.
3. Intangible Assets
The gross carrying amount and accumulated amortization of the Company’s intangible assets as of September 30, 2021 and December 31, 2020 are as follows (dollars in thousands):
Indefinite-Lived Definite-Lived Total
Gross Carrying Amount
FCC licenses 		Trademarks Affiliate and producer relationships Broadcast advertising Tower income contracts Other
Balance as of December 31, 2020
$ 825,590  $ 19,760  $ 130,000  $ 32,000  $ 13,592  $ 11,060  $ 1,032,002 
Assets held for sale (185) (2) —  —  (2) (1) (190)
Acquisition —  —  15,000  —  —  —  15,000 
Dispositions (1,471) (9) —  —  (10) (6) (1,496)
Balance as of September 30, 2021
$ 823,934  $ 19,749  $ 145,000  $ 32,000  $ 13,580  $ 11,053  $ 1,045,316 
Accumulated Amortization
Balance as of December 31, 2020
$ —  $ —  $ (30,530) $ (16,533) $ (3,902) $ (11,060) $ (62,025)
Amortization Expense —  —  (9,364) (4,800) (1,128) —  (15,292)
Assets held for sale —  —  —  —  —  1  1 
Dispositions —  —  —  —  —  6  6 
Balance as of September 30, 2021
$ —  $ —  $ (39,894) $ (21,333) $ (5,030) $ (11,053) $ (77,310)
Net Book Value as of September 30, 2021
$ 823,934  $ 19,749  $ 105,106  $ 10,667  $ 8,550  $ —  $ 968,006 
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 management believes 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, primarily broadcast advertising and affiliate relationships, for recoverability prior to its annual impairment test and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company considered the current and expected future economic and market conditions surrounding COVID-19, and other potential indicators of impairment, and determined a triggering event had not occurred which would necessitate any interim impairment tests during the three months ended September 30, 2021. We will continue to monitor changes in economic and market conditions, including those related to COVID-19, 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.
11
4. Long-Term Debt
The Company’s long-term debt consisted of the following as of September 30, 2021 and December 31, 2020 (dollars in thousands):
September 30, 2021 December 31, 2020
Term Loan due 2026 $ 356,240  $ 469,411 
       Less: current portion of Term Loan due 2026 —  (5,250)
6.75% Senior Notes
449,695  452,836 
2020 Revolving Credit Facility —  60,000 
PPP Loans 20,000  — 
Less: Total unamortized debt issuance costs (7,353) (9,336)
Long-term debt, net $ 818,582  $ 967,661 
Refinanced Credit Agreement (Term Loan due 2026)
On September 26, 2019, the Company entered into a new credit agreement by and among Cumulus Media New Holdings Inc., a Delaware corporation and an indirect 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 "Refinanced Credit Agreement"). Pursuant to the Refinanced 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 Refinanced Credit Agreement bear interest at a per annum rate equal to (i) the London Inter-bank Offered Rate ("LIBOR") plus an applicable margin of 3.75%, subject to a LIBOR floor of 1.00%, or (ii) the Alternative Base Rate (as defined below) plus an applicable margin of 2.75%, subject to an Alternative Base Rate floor of 2.00%. 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) one-month LIBOR plus 1.00%. As of September 30, 2021, the Term Loan due 2026 bore interest at a rate of 4.75% per annum.
Amounts outstanding under the Term Loan due 2026 amortize in equal quarterly installments of 0.25% of the original principal amount of the Term Loan due 2026 with the balance payable on the maturity date. The maturity date of the Term Loan due 2026 is March 26, 2026.
Debt discounts and issuance costs of $5.1 million were capitalized and amortized over the term of the Term Loan due 2026. On August 7, 2020, the Company entered into an agreement with Vertical Bridge REIT, LLC, for the sale of substantially all of the Company's broadcast communications tower sites and certain other related assets (the "Tower Sale"). On September 30, 2020, pursuant to the Term Loan due 2026, the Company was required to pay down at closing of the Tower Sale $49.0 million. As a result of the pay down, the Company wrote-off approximately $0.4 million of debt issuance costs related to the Term Loan due 2026.
The Company was also required by the provisions of the Term Loan due 2026 to prepay any remaining amounts of the net proceeds from the Tower Sale and the Company's previously announced sale of land in Bethesda, MD, in June 2020 (the "Land Sale" and, together with the Tower Sale, the "Sale") not reinvested in accordance with the Term Loan. On May 25, 2021, the Company repaid approximately $89 million of its Term Loan due 2026 related to this mandatory prepayment obligation. Approximately $65 million of the prepayment related to the Land Sale and approximately $23 million of the prepayment related to the Tower Sale. Additionally, as a result of the expiration of the May 2021 Tender Offer (as defined below), the Company applied the untendered amount of approximately $23 million towards an incremental prepayment of the Term Loan due 2026. In conjunction with the prepayments, the Company wrote-off approximately $0.9 million of debt issuance costs related to the Term Loan due 2026.
As of September 30, 2021, we were in compliance with all required covenants under the Refinanced 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 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
12
and Administrative Agent and certain other lenders from time to time party thereto. The 2020 Revolving Credit Facility refinances and replaces the Company’s 2018 Revolving Credit Agreement entered into pursuant to that certain Credit Agreement dated as of August 17, 2018, by and among Holdings, the Borrowers, Intermediate Holdings and certain lenders and Deutsche Bank AG New York Branch, as a lender and Administrative Agent.
The 2020 Revolving Credit Facility has a maturity date of March 6, 2025. 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 $10.0 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.
Borrowings under the 2020 Revolving Credit Facility bear interest, at the option of Holdings, based on LIBOR plus a percentage spread 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%. The 2020 Revolving Credit Facility contains customary LIBOR successor provisions.
The issuance of the 2020 Revolving Credit Agreement was evaluated in accordance with ASC 470-50-40 - Debt-Modifications and Extinguishments-Derecognition, to determine whether the refinance transaction should be accounted for as a debt modification or extinguishment of the 2018 Revolving Credit Agreement. The Company expensed approximately $0.6 million of unamortized debt issuance costs related to the exiting lender from the Revolving Credit Agreement. Costs incurred with third parties for issuance of the 2020 Revolving Credit Agreement totaled approximately $0.4 million and were capitalized and will be amortized over the term of the 2020 Revolving Credit Agreement.
On May 17, 2021, the Company completed a $60.0 million repayment of the 2020 Revolving Credit Facility. As of September 30, 2021, $4.3 million was outstanding under the 2020 Revolving Credit Facility, representing letters of credit. As of September 30, 2021, the Company was in compliance with all required covenants under the 2020 Revolving Credit Agreement.
6.75% Senior Notes
On June 26, 2019, Holdings (the "Issuer"), and certain of the Company's other subsidiaries, entered into an indenture, dated as of June 26, 2019 (the "Indenture") with U.S. Bank National Association, as trustee, governing the terms of the Issuer's $500,000,000 aggregate principal amount of 6.75% Senior Secured First-Lien Notes due 2026 (the "6.75% Senior Notes"). The 6.75% Senior Notes were issued on June 26, 2019. The net proceeds from the issuance of the 6.75% Senior Notes were applied to partially repay existing indebtedness under the Term Loan due 2022. In conjunction with the issuance of the 6.75% Senior Notes, debt issuance costs of $7.3 million were capitalized and are being amortized over the term of the 6.75% Senior Notes.
On November 3, 2020, the Company completed a tender offer (the "November 2020 Tender Offer") pursuant to which it accepted and cancelled $47.2 million in aggregate principal amount of the 6.75% Notes as a result of the Tower Sale. As a result of the November 2020 Tender Offer, the Company wrote-off approximately $0.6 million of debt issuance costs related to the 6.75% Notes accepted and canceled in the transaction. Pursuant to the terms of the Indenture, the Company made a tender offer (the "May 2021 Tender Offer") with respect to the prorated portion of the remaining net proceeds from the Tower Sale which it determined would not be reinvested by the end of the reinvestment period of approximately $26 million of the 6.75% Notes. On June 23, 2021, the May 2021 Tender Offer expired and approximately $3 million aggregate principal amount of the 6.75% Notes was validly tendered and accepted for cancellation. The Company directed the untendered amount of approximately $23 million towards an additional prepayment of the Term Loan due 2026.
As of September 30, 2021, the Issuer was in compliance with all required covenants under the Indenture.
Paycheck Protection Program
The Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") and the Consolidated Appropriations Act (collectively, the "COVID-19 Relief Measures") were enacted in response to the COVID-19 pandemic. The COVID-19 Relief Measures and related notices include several significant provisions, including delaying certain payroll tax payments and providing eligibility for loans under the Paycheck Protection Program for public broadcasting entities meeting specified requirements. In light of the uncertainties that the COVID-19 pandemic continued to present to the Company, the media industry, and the economy, in general, certain subsidiaries of the Company received unsecured loans in an aggregate principal amount of $20.0 million during the first half of 2021 under the Paycheck Protection Program (or "PPP") evidenced by promissory notes with Fifth Third Bank. Those loans (the "PPP Loans"), which provided additional liquidity for the Company’s subsidiaries, have various maturity dates through April 1, 2026 and accrue interest at an annual rate of 1.0%. Principal and interest payments will be deferred, with interest accruing, until after the period in which the Company may apply for loan
13
forgiveness pursuant to the PPP. After the deferral period, the Company will make monthly principal and interest payments, amortized over the remaining term of the loan. The loan may be prepaid at any time prior to maturity with no prepayment penalties. The promissory notes evidencing the PPP Loans contain customary events of default relating to, among other things, payment defaults and provisions of the promissory notes. The PPP permits borrowers to apply for forgiveness for some or all of the loans based on meeting certain criteria including the use of proceeds from PPP Loans being limited to qualifying expenses. In October 2021, the Company received confirmation from Fifth Third Bank that the Small Business Administration approved the Company’s PPP Loan forgiveness applications for certain of its subsidiaries for $20.0 million and all of the related interest.
Other than as outlined above, we do not currently expect the COVID-19 Relief Measures to have a material impact on our financial results or on our liquidity. We will continue to monitor and assess the impact the COVID-19 Relief Measures may have on our business and financial results.
5. Fair Value Measurements
The following table shows the gross amount and fair value of the Term Loan due 2026 and 6.75% Senior Notes (dollars in thousands):
September 30, 2021 December 31, 2020
Term Loan due 2026:
Gross value $ 356,240  $ 469,411 
Fair value - Level 2 355,884  460,023 
6.75% Senior Notes:
Gross value $ 449,695  $ 452,836 
Fair value - Level 2 465,434  464,157 
As of September 30, 2021, the Company used trading prices from a third party of 99.9% and 103.5% to calculate the fair value of the Term Loan due 2026 and the 6.75% Senior Notes, respectively.
As of December 31, 2020, the Company used trading prices from a third party of 98.0% and 102.5% to calculate the fair value of the Term Loan 2026 and the 6.75% Senior Notes, respectively.
The fair value of the Company's 2020 Revolving Credit Facility as of December 31, 2020 approximates its carrying amount as a result of the market interest rates of this item and is classified as Level 3 within the fair value hierarchy. The fair value of the Company's PPP loans as of September 30, 2021 approximates the carrying amount as a result of the market interest rates of this item and is classified as Level 3 within the fair value hierarchy.
6. Income Taxes
For the three months ended September 30, 2021, the Company recorded an income tax expense of $3.7 million on pre-tax book income of $31.1 million, resulting in an effective tax rate of approximately 11.8%. For the three months ended September 30, 2020, the Company recorded an income tax benefit of $5.1 million on pre-tax book loss of $20.9 million, resulting in an effective tax rate of approximately 24.3%.
For the nine months ended September 30, 2021, the Company recorded an income tax expense of $0.1 million on pre-tax book loss of $0.3 million, resulting in an effective tax rate of approximately (18.9)%. For the nine months ended September 30, 2020, the Company recorded an income tax benefit of $18.6 million on pre-tax book loss of $78.1 million, resulting in an effective tax rate of approximately 23.8%.
The differences between the effective tax rates and the federal statutory rate of 21.0% for the three and nine month periods ended September 30, 2021, are primarily driven by improved annual forecasted results, the effects of certain statutory non-deductible expenses including disallowed executive compensation and parking, and state and local income taxes.
The differences between the effective tax rates and the federal statutory rate of 21.0% for the three and nine month periods ended September 30, 2020 primarily relate to 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 ("ASC 740"). 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 September 30, 2021, the Company has not recorded a valuation allowance since the Company continues to believe, on the basis of its evaluation, that its deferred tax assets meet the more
14
likely than not recognition standard for recovery. The Company will continue to monitor the valuation of deferred tax assets, 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 amended and restated certificate of incorporation, 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 September 30, 2021, the Company had 20,729,554 aggregate issued shares of common stock, and 20,502,895 outstanding shares consisting of: (i) 18,721,481 issued shares and 18,494,822 outstanding shares designated as Class A common stock; and (ii) 2,008,073 issued and outstanding shares designated as Class B common stock.
Shareholder Rights Plan
On May 20, 2020, our Board adopted a rights plan and declared a dividend of (a) one Class A right (a "Class A Right") in respect of each share of the Company's Class A common stock, par value $0.0000001 per share (the "Class A Common Shares"), (b) one Class B right (a "Class B Right") in respect of each share of the Company's Class B common stock, par value $0.0000001 per share (the "Class B Common Shares" and together with the Class A Common Shares, the "Common Shares"), (c) one Series 1 warrant right (a "Series 1 Warrant Right") in respect of each of the Company's Series 1 warrants (the "Series 1 Warrants"), and (d) one Series 2 warrant right (a "Series 2 Warrant Right," and together with the Class A Rights, the Class B Rights and the Series 1 Warrant Rights, the "Rights") in respect of each of the Company's Series 2 warrants (the "Series 2 Warrants," and together with the Series 1 Warrants, the "Warrants"). The dividend distribution was made on June 1, 2020 to the Company's stockholders and Warrant holders of record on that date. The Rights were not initially exercisable and traded with the shares of the Company’s common stock. The Rights expired, with no rights having become exercisable, in accordance with their terms at the close of business on April 30, 2021.
8. Income (Loss) Per Share
The Company calculates basic income (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding, excluding unvested restricted shares. The Company calculates diluted income (loss) per share by dividing net income (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. Warrants generally are included in basic and diluted shares outstanding because there is little or no consideration paid upon exercise of the Warrants.
For the nine months ended September 30, 2021, due to the net loss attributable to the Company's common stockholders, potential common shares that would cause dilution, such as employee stock options, restricted shares and other stock awards, have been excluded from the diluted share count because their effect would have been anti-dilutive. The Company applies the two-class method to calculate income (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.
15
    The following table presents the basic and diluted income (loss) per share, and the reconciliation of basic to diluted weighted average common shares (in thousands):
  Three Months Ended September 30, 2021 Three Months Ended September 30, 2020
Basic Income (Loss) Per Share
     Numerator:
           Undistributed net income (loss) from operations $ 27,448  $ (15,803)
           Basic net income (loss) attributable to common shares $ 27,448  $ (15,803)
     Denominator:
           Basic weighted average shares outstanding 20,508  20,340 
           Basic undistributed net income (loss) per share attributable to common shares $ 1.34  $ (0.78)
Diluted Income (Loss) Per Share
     Numerator:
           Undistributed net income (loss) from operations $ 27,448  $ (15,803)
           Diluted net income (loss) attributable to common shares $ 27,448  $ (15,803)
     Denominator:
           Basic weighted average shares outstanding 20,508  20,340 
           Effect of dilutive options and restricted share units 209  — 
           Diluted weighted average shares outstanding 20,717  20,340 
           Diluted undistributed net income (loss) per share attributable to common shares $ 1.32  $ (0.78)

  Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020
Basic Loss Per Share
     Numerator:
           Undistributed net loss from operations $ (360) $ (59,470)
           Basic net loss attributable to common shares $ (360) $ (59,470)
     Denominator:
           Basic weighted average shares outstanding 20,468  20,299 
           Basic undistributed net loss per share attributable to common shares $ (0.02) $ (2.93)
Diluted Loss Per Share
     Numerator:
           Undistributed net loss from operations $ (360) $ (59,470)
           Diluted net loss attributable to common shares $ (360) $ (59,470)
     Denominator:
           Basic weighted average shares outstanding 20,468  20,299 
           Diluted weighted average shares outstanding 20,468  20,299 
           Diluted undistributed net loss per share attributable to common shares $ (0.02) $ (2.93)
9. Commitments and Contingencies
Future Commitments
The radio broadcast industry’s principal ratings service is Nielsen Audio ("Nielsen"), which publishes surveys for domestic radio markets. Certain of the Company’s subsidiaries have agreements with Nielsen under which they receive
16
programming ratings information. The remaining aggregate obligation under the agreements with Nielsen is approximately $58.8 million as of September 30, 2021 and is expected to be paid in accordance with the agreements through December 2022.
The Company engages Katz Media Group, Inc. ("Katz") as its national advertising sales agent. The national advertising agency contract with Katz contains termination provisions that, if exercised by the Company during the term of the contract, would obligate the Company to pay a termination fee to Katz, based upon a formula set forth in the contract.
The Company is committed under various contractual agreements to pay for broadcast rights that include sports and news content and to pay for talent, executives, research, weather and traffic information and other content and services.
The Company from time to time enters into radio network contractual obligations to guarantee a minimum amount of revenue share to contractual counterparties on certain programming in future years. As of September 30, 2021, the Company believes that it will meet all such material minimum obligations.
Legal Proceedings
We have been, and expect in the future to be, a party to various legal proceedings, 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.
In August 2015, the Company was named as a defendant in two separate putative class action lawsuits relating to its use and public performance of certain sound recordings fixed prior to February 15, 1972 (the "Pre-1972 Recordings"). The first suit, ABS Entertainment, Inc., et. al. v, Cumulus Media Inc., was filed in the U.S. District Court for the Central District of California and alleged, among other things, copyright infringement under California state law, common law conversion, misappropriation and unfair business practices. On December 11, 2015, this suit was dismissed without prejudice. The second suit, ABS Entertainment, Inc., v. Cumulus Media Inc., was filed in the U.S. District Court for the Southern District of New York and claimed, among other things, common law copyright infringement and unfair competition. The New York lawsuit was stayed pending an appeal before the Second Circuit involving unrelated third parties over whether the owner of a Pre-1972 Recording holds an exclusive right to publicly perform that recording under New York common law. On December 20, 2016, the New York Court of Appeals held that New York common law does not recognize a right of public performance for owners of pre-1972 Recordings. As a result of that case (to which Cumulus Media Inc. was not a party) the New York case against Cumulus Media Inc., was voluntarily dismissed by the plaintiffs on April 3, 2017. On October 11, 2018, President Trump signed the Orrin G. Hatch-Bob Goodlatte Music Modernization Act (the "Music Modernization Act") into law, which, among other things, provides new federal rights going forward for owners of pre-1972 Recordings. The question of whether public performance rights existed for Pre-1972 recordings under state law prior to the enactment of the new Music Modernization Act was, until recently, still being litigated by other parties in California. On August 23, 2021, the Ninth Circuit held in the matter of Flo & Eddie, Inc. v. Sirius XM Radio Inc., Case No. 17-55844, that no such public performance right exists under California law. The Company is not a party to that case, and because of the possibility of further appeal to the US Supreme Court, is not yet able to determine what effect that proceeding will have, if any, on its financial position, results of operations or cash flows.
On February 24, 2020, two individual plaintiffs filed a putative class action lawsuit against the Company in the U.S. District Court for the Northern District of Georgia alleging claims regarding the Cumulus Media Inc. 401(k) Plan (the "Plan").  The case alleges that the Company breached its fiduciary duties under the Employee Retirement Income Security Act of 1974 (ERISA) in the oversight of the Plan, principally by selecting and retaining certain investment options despite their higher fees and costs than other available investment options, causing participants in the Plan to pay excessive recordkeeping fees, and by failing to monitor other fiduciaries. The plaintiffs seek unspecified damages on behalf of a class of Plan participants from February 24, 2014 through the date of any judgment. On May 28, 2020, the Company filed a motion to dismiss the complaint. On December 17, 2020 the Court entered an order dismissing one of the individual plaintiffs and all claims against the Company except those that arose on or after February 24, 2019 (i.e., one year prior to the filing of the Complaint). On March
17
24, 2021, the Company filed a motion seeking dismissal of all remaining claims. On October 15, 2021, the Court entered an order granting the Company’s motion and dismissing all remaining claims. Plaintiffs have certain appeal rights under federal law with respect to the October 15, 2021 order. The Company intends to vigorously defend itself in any such appeal. The October 15, 2021 order may not foreclose other parties from asserting similar claims against the Company. The Company is currently unable to reasonably estimate what effect the ultimate outcome might have, if any, on its financial position, results of operations or cash flows.
On September 28, 2020, Westwood One and the National Collegiate Athletic Association and NIT, LLC (collectively "the NCAA"), filed competing lawsuits in the Indiana Commercial Court in Indianapolis, Indiana (the "Court"), with regard to the terms of that certain Radio Agreement between the parties dated January 13, 2011 (the "Radio Agreement"), that granted Westwood One exclusive rights to produce and distribute audio broadcasts for all NCAA and NIT championship events during the term of that agreement. Both lawsuits relate to annual rights fees applicable to championship events under the Rights Agreement that were cancelled in 2020 due to the COVID-19 pandemic and the subsequent termination of the Rights Agreement by the NCAA. The complaint filed by the NCAA alleges a breach of the Radio Agreement by Westwood One for non-payment of certain fees related to the events that were canceled and requests, among other things, a declaratory ruling that the termination of the Radio Agreement by the NCAA was permissible and that the NCAA is entitled to full payment of the annual rights fees under the Radio Agreement for the 2019-2020 contract year despite the cancellation of certain events. Westwood One filed its complaint seeking, among other things, a declaratory ruling that Westwood One was not obligated to pay the disputed annual rights fees due to the cancellation of the relevant events and that the NCAA was prohibited from terminating the Radio Agreement for such non-payment, and also requested a preliminary injunction seeking to enjoin the NCAA from terminating the Radio Agreement until the Court could make a determination on the issues raised by the lawsuits. By order dated October 23, 2020, the Court denied Westwood One's motion for preliminary injunction, but did not reach a conclusion on the merits of Westwood One's request for a declaratory ruling. On October 23, 2020, Westwood One filed an appeal of the Court's denial of its motion for preliminary injunction. On May 26, 2021, the Indiana Court of Appeals denied Westwood One's appeal of the trial court's denial of a preliminary injunction. Notwithstanding the foregoing, Westwood One and the NCAA entered into an agreement granting Westwood One exclusive rights to produce and distribute audio broadcasts of the 2020-21 college basketball season, including the April 2021 NCAA championship event. In addition, on August 1, 2021, the Company and the NCAA settled both lawsuits, thereby concluding the litigation between the parties.
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, 2020 ("2020 Form 10-K"), filed with the Securities and Exchange Commission ("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 2020 Form 10-K and elsewhere in this report, and those described from time to time in other reports filed with the SEC from time to time. Actual results may differ from those contained in or implied by the forward-looking statements as a result of various factors, including the evolving and uncertain nature of the COVID-19 pandemic and its impact on the Company, the media industry, and the economy in general. For more information, see "Cautionary Statement Regarding Forward-Looking Statements" in our 2020 Form 10-K.    
Recent Events and Company Outlook
On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. In March of 2020, the impact of COVID-19 and related actions to attempt to control its spread began to impact our consolidated operating results. Beginning in the second half of March 2020, revenue trends began to weaken when compared to 2019 and continued through the first quarter of 2021. Net revenue for third quarter 2021 exceeded the comparable period in 2020. However, overall results for the third quarter of 2021 remain lower than pre-COVID-19 results. While we currently expect fourth quarter 2021 revenue to continue to increase over the same 2020 period, consolidated revenue continues to be negatively impacted when compared to pre-COVID-19 results.
18
Our business could also continue to be impacted by the disruption from COVID-19 and resulting adverse changes in advertising customers and consumer behavior. Our sales team continues to focus on how to meet changing needs of our customers in this environment.
As a result of the COVID-19 pandemic, we experienced a disruption in events we produce, including the cancellation or postponement of certain sporting events in 2020, which had an adverse impact on our financial and operating results. While these events have mostly returned in 2021, our financial and operating results may continue to be impacted as a result of the COVID-19 pandemic and the impact of governmental regulations and other restrictions that have been or may be imposed in response to the on-going pandemic.
In the second half of 2021, a majority of our employees have returned to our stations or offices. For all employees returning to work, we have instituted COVID-19 protocols including mandating that all employees be vaccinated against COVID-19 subject to legally-mandated exceptions, increased the level of cleaning and sanitizing in the offices and radio stations and undertaken other actions to make these offices and stations safer for our employees. We are generally following the requirements and protocols published by the U.S. Centers for Disease Control and state and local governments and will continue to monitor the latest public health and government guidance related to COVID-19. As of the date of this filing, we do not believe these safety protocols have materially adversely impacted our internal controls, financial reporting systems or our operations, however, there can be no assurance as to what impact such protocols may have in the future.
As a response to the ongoing COVID-19 pandemic, we implemented plans to manage our costs. We have taken actions to significantly reduce our permanent fixed costs as compared to the 2019 baseline and have also limited the addition of third party contracted services, travel, and discretionary spending. We will continue to monitor the ongoing COVID-19 pandemic and will consider additional cost management actions as deemed necessary.
In light of the evolving health, social, economic and business environment, governmental regulations or mandates, and business disruptions that could occur in response to the COVID-19 pandemic, the broader impact that COVID-19 could have on our business, financial condition and operating results remains highly uncertain.
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 the financial metric by which management and the chief operating decision maker allocate resources of the Company and analyze the performance of the Company as a whole. Management also uses this measure to determine the contribution of our core operations to the funding of our corporate resources utilized to manage our operations and our non-operating expenses including debt service and acquisitions. In addition, consolidated Adjusted EBITDA is a key metric for purposes of calculating and determining our compliance with certain covenants contained in our Refinanced Credit Agreement.
In determining Adjusted EBITDA, we exclude the following from net loss: interest, taxes, depreciation, amortization, stock-based compensation expense, gain or loss on the exchange, sale, or disposal of any assets or stations, local marketing agreement fees, restructuring costs, expenses relating to acquisitions and divestitures, non-routine legal expenses incurred in connection with certain litigation matters, and non-cash impairments of assets, if any.
Management believes that Adjusted EBITDA, 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 income (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.
19
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 September 30, 2021 Three Months Ended September 30, 2020 2021 vs 2020 Change
$ %
STATEMENT OF OPERATIONS DATA:
Net revenue $ 237,716  $ 196,385  $ 41,331  21.0  %
Content costs 87,279  82,014  5,265  6.4  %
Selling, general and administrative expenses 93,213  86,323  6,890  8.0  %
Depreciation and amortization 13,223  13,151  72  0.5  %
Local marketing agreement fees 373  984  (611) (62.1) %
Corporate expenses 16,017  16,926  (909) (5.4) %
(Gain) loss on sale or disposal of assets or stations (20,197) 1,930  (22,127) N/A
Operating income (loss) 47,808  (4,943) 52,751  N/A
Interest expense (16,187) (15,930) (257) 1.6  %
Other expense, net (505) (12) (493) N/A
Income (loss) before income taxes 31,116  (20,885) 52,001  N/A
Income tax (expense) benefit (3,668) 5,082  (8,750) N/A
Net income (loss) $ 27,448  $ (15,803) $ 43,251  N/A
KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA $ 45,828  $ 20,331  $ 25,497  125.4  %

Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 2021 vs 2020 Change
$ %
STATEMENT OF OPERATIONS DATA:
Net revenue $ 664,163  $ 570,321  $ 93,842  16.5  %
Content costs 260,309  236,304  24,005  10.2  %
Selling, general and administrative expenses 276,375  269,856  6,519  2.4  %
Depreciation and amortization 39,796  39,063  733  1.9  %
Local marketing agreement fees 1,062  3,037  (1,975) (65.0) %
Corporate expenses 55,426  39,065  16,361  41.9  %
(Gain) loss on sale or disposal of assets or stations (20,659) 7,513  (28,172) N/A
Impairment of intangible assets —  4,509  (4,509) N/A
Operating income (loss) 51,854  (29,026) 80,880  N/A
Interest expense (51,827) (48,977) (2,850) 5.8  %
Other expense, net (330) (70) (260) N/A
Loss before income taxes (303) (78,073) 77,770  99.6  %
Income tax (expense) benefit (57) 18,603  (18,660) (100.3) %
Net loss $ (360) $ (59,470) $ 59,110  99.4  %
KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA $ 91,617  $ 41,681  $ 49,936  119.8  %

20
Three Months Ended September 30, 2021 compared to the Three Months Ended September 30, 2020
Net Revenue
Net revenue for the three months ended September 30, 2021, compared to net revenue for the three months ended September 30, 2020, increased as national and local broadcast advertising revenue strengthened from COVID-19 economic recovery. Digital advertising revenue increased driven by growth in streaming and podcasting. Additionally, remote/event and trade revenue grew primarily as a result of the return of events in 2021 that were canceled or postponed in 2020 because of COVID-19. These increases were slightly offset by lower political revenue from election cycle seasonality.
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 September 30, 2021, compared to content costs for the three months ended September 30, 2020, increased primarily as a result of higher broadcast rights fees associated with the return of sporting events in 2021. Digital costs grew in line with digital advertising revenue. In addition, the Company had higher music licensing fees and revenue share costs attributed to increased 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 September 30, 2021, compared to selling, general and administrative expenses for the three months ended September 30, 2020, increased primarily as result of higher personnel costs, both internally and externally, as the Company implemented temporary cost-saving actions during 2020, which did not recur in 2021. In addition, trade, remote/event, and talent expense grew primarily related to the return of sporting and other events in 2021 that were canceled or postponed in 2020 because of COVID-19. Finally, overall commissions increased as a result of higher broadcast revenue.
Depreciation and Amortization
Depreciation expense for the three months ended September 30, 2021 as compared to depreciation expense for the three months ended September 30, 2020 remained generally consistent period over period.
Local Marketing Agreement Fees
Local marketing agreements ("LMA") are those agreements under which one party programs a radio station on behalf of another party. LMA fees for the three months ended September 30, 2021 compared to LMA fees for the three months ended September 30, 2020 decreased as the Company ceased programming for KESN-FM in October 2020.
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 are principally comprised 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 September 30, 2021 compared to corporate expenses for the three months ended September 30, 2020 decreased primarily as a result of lower restructuring and consulting expenses. These decreases were mostly offset by higher personnel costs, including incentive and stock-based compensation expense which were driven by Company performance and temporary cost-saving actions implemented during 2020 that did not recur in 2021, and increased legal fees.
(Gain) Loss on Sale or Disposal of Assets or Stations
The gain on sale or disposal of assets or stations for the three months ended September 30, 2021 of $20.2 million was primarily driven by the sale of certain land, a single-story building and certain related equipment in the Company's Nashville, TN market ("Nashville Sale") to a third party.
The loss on sale or disposal of assets or stations for the three months ended September 30, 2020 of $1.9 million was primarily driven by fixed asset dispositions related to the exit of certain facilities.
Interest Expense
Total interest expense for the three months ended September 30, 2021, increased when compared to the total interest expense for the three months ended September 30, 2020. The below table details the components of our interest expense by debt instrument (dollars in thousands):
21
Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 $ Change
Term Loan due 2026 $ 4,324  $ 6,413  $ (2,089)
6.75% Senior Notes 7,589  8,438  (849)
2020 Revolving Credit Facility —  279  (279)
Financing liabilities 3,489  116  3,373 
Other, including debt issuance cost amortization and write-off 785  684  101 
Interest expense $ 16,187  $ 15,930  $ 257 
Income Tax Expense
For the three months ended September 30, 2021, the Company recorded an income tax expense of $3.7 million on pre-tax book income of $31.1 million, resulting in an effective tax rate of approximately 11.8%. For the three months ended September 30, 2020, the Company recorded an income tax benefit of $5.1 million on pre-tax book loss of $20.9 million, resulting in an effective tax rate of approximately 24.3%.
The difference between the effective tax rate and the federal statutory rate of 21.0% for the three months ended September 30, 2021 is primarily driven by improved annual forecasted results, the effects of certain statutory non-deductible expenses including disallowed executive compensation and parking, and state and local income taxes.
The difference between the effective tax rate and the federal statutory rate of 21.0% for the three months ended September 30, 2020 primarily relates to 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 for the three months ended September 30, 2021, compared to the Adjusted EBITDA for the three months ended September 30, 2020, increased.
Nine Months Ended September 30, 2021 compared to the Nine Months Ended September 30, 2020
Net Revenue
Net revenue for the nine months ended September 30, 2021, compared to net revenue for the nine months ended September 30, 2020, increased as national and local broadcast advertising revenue strengthened from COVID-19 economic recovery. In addition, digital advertising revenue increased which was driven by growth in streaming and podcasting. Higher trade and remote/event revenue resulted from the return of sporting and other events in 2021 that were canceled or postponed in 2020 because of COVID-19. These increases were slightly offset by lower political revenue from election cycle seasonality.
Content Costs
Content costs consist of all costs related to the licensing, acquisition and development of our programming. Content costs for the nine months ended September 30, 2021, compared to content costs for the nine months ended September 30, 2020, increased primarily as a result of higher broadcast rights fees associated with the return of sporting events in 2021, higher revenue share costs driven by increased revenue and an increase in digital advertising costs attributed to digital growth. These increases were partially offset by lower spend on third-party station inventory, lower personnel costs, both internally and externally, related to cost-saving actions and station dispositions and the cancellation of our news service subscription resulting from the elimination of Westwood One News during the third quarter of 2020.
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 nine months ended September 30, 2021, compared to selling, general and administrative expenses for the nine months ended September 30, 2020, increased from higher incentive accruals, based on revenue growth and improved Company performance, and higher trade expenses primarily related to the return of sporting and other events in 2021 that were canceled or postponed in 2020 because of COVID-19. These increases were partially offset by lower bad debt expense and a decrease in bank fees.
22
Depreciation and Amortization
Depreciation expense for the nine months ended September 30, 2021, as compared to depreciation expense for the nine months ended September 30, 2020, remained generally consistent period over period.
Local Marketing Agreement Fees
Local marketing agreements ("LMA") are those agreements under which one party programs a radio station on behalf of another party. LMA fees for the nine months ended September 30, 2021, compared to LMA fees for the nine months ended September 30, 2020, decreased as the Company ceased programming for KESN-FM in October 2020.
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 are principally comprised of audit, consulting and outside legal services. Corporate expenses also include restructuring costs and stock-based compensation expense. Corporate expenses for the nine months ended September 30, 2021, compared to corporate expenses for the nine months ended September 30, 2020, increased primarily as a result of higher personnel costs, including incentive and stock-based compensation expense, driven by Company performance and temporary cost-saving actions implemented during 2020 that did not recur in 2021 and a legal settlement. These increases were partially offset by lower restructuring expense.
(Gain) Loss on Sale or Disposal of Assets or Stations
The gain on sale or disposal of assets or stations for the nine months ended September 30, 2021 of $20.7 million was primarily driven by the Nashville Sale and insurance proceeds received for 2020 hurricane damage which were slightly offset by fixed asset dispositions.
The loss on sale or disposal of assets or stations for the nine months ended of September 30, 2020 of $7.5 million was primarily a result of the sale of the DC Land, fixed asset dispositions related to the exit of certain facilities and the WABC sale.
Impairment of Intangible Assets
Impairment of intangible assets for the nine months ended September 30, 2020 of approximately $4.5 million resulted from the interim impairment test of our FCC licenses in the second quarter of 2020.
Interest Expense
Total interest expense for the nine months ended September 30, 2021, increased when compared to the total interest expense for the nine months ended September 30, 2020. The below table details the components of our interest expense by debt instrument (dollars in thousands):
Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 $ Change
Term Loan due 2026 $ 15,029  $ 19,961  $ (4,932)
6.75% Senior Notes 22,868  25,312  (2,444)
2020 Revolving Credit Facility 274  611  (337)
Financing liabilities 10,583  363  10,220 
Other, including debt issuance cost amortization and write-off 3,073  2,730  343 
Interest expense $ 51,827  $ 48,977  $ 2,850 
Income Tax Expense
For the nine months ended September 30, 2021, the Company recorded an income tax expense of $0.1 million on pre-tax book loss of $0.3 million, resulting in an effective tax rate of approximately (18.9)%. For the nine months ended September 30, 2020, the Company recorded an income tax benefit of $18.6 million on pre-tax book loss of $78.1 million, resulting in an effective tax rate of approximately 23.8%.
The difference between the effective tax rate and the federal statutory rate of 21.0% for the nine months ended September 30, 2021 is primarily driven by improved annual forecasted results, the effects of certain statutory non-deductible expenses including disallowed executive compensation and parking, and state and local income taxes.
23
The difference between the effective tax rate and the federal statutory rate of 21.0% for the nine months ended September 30, 2020 primarily relates to 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 for the nine months ended September 30, 2021, compared to the Adjusted EBITDA for the nine months ended September 30, 2020, increased.
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 September 30, 2021 Three Months Ended September 30, 2020
GAAP net income (loss) $ 27,448  $ (15,803)
Income tax expense (benefit) 3,668  (5,082)
Non-operating expenses, including net interest expense 16,692  15,942 
Local marketing agreement fees 373  984 
Depreciation and amortization 13,223  13,151 
Stock-based compensation expense 1,372  861 
(Gain) loss on sale or disposal of assets or stations (20,197) 1,930 
Restructuring costs 2,474  8,168 
Non-routine legal expenses 589  — 
Franchise taxes 186  180 
Adjusted EBITDA $ 45,828  $ 20,331 
Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020
GAAP net loss $ (360) $ (59,470)
Income tax expense (benefit) 57  (18,603)
Non-operating expenses, including net interest expense 52,157  49,047 
Local marketing agreement fees 1,062  3,037 
Depreciation and amortization 39,796  39,063 
Stock-based compensation expense 3,787  2,565 
(Gain) loss on sale or disposal of assets or stations (20,659) 7,513 
Impairment of intangible assets —  4,509 
Restructuring costs 6,948  13,431 
Non-routine legal expenses 8,216  — 
Franchise taxes 613  589 
Adjusted EBITDA $ 91,617  $ 41,681 
24
Liquidity and Capital Resources
As of September 30, 2021, we had $152.9 million of cash and cash equivalents. The Company generated cash from operating activities of $33.2 million and $61.2 million for the nine months ended September 30, 2021, and September 30, 2020, 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, some of which may be exacerbated by the COVID-19 pandemic. 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 national platform and extensive station portfolio representing a broad diversity in format, listener base, geography, and advertiser base 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.
Although there is uncertainty related to the anticipated impact of the COVID-19 pandemic on the Company's future results, we believe our business model, our current cash reserves and the recent steps we have taken to strengthen our balance sheet, such as the sale of substantially all of the Company's broadcast communications tower sites and certain other related assets, sale of land in Bethesda, MD, Nashville Sale, and the PPP Loans, will help us manage our business and anticipated liquidity needs. 
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 COVID-19 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.
Refinanced Credit Agreement
On September 26, 2019, we entered into a Refinanced Credit Agreement to refinance the principal balance outstanding on the Term Loan due 2022. See Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 4 — Long-Term Debt," for further discussion of the Refinanced Credit Agreement.
2020 Revolving Credit Agreement
On March 6, 2020, we entered into a $100.0 million Revolving Credit Facility pursuant to the 2020 Revolving Credit Agreement, and replaced our 2018 Revolving Credit Agreement. 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.
6.75% Senior Notes
On June 26, 2019, we entered into an Indenture under which the 6.75% Senior Notes 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 6.75% Senior Notes.
25
PPP Loans
Certain subsidiaries of the Company have received unsecured loans under the PPP in an aggregate principal amount of $20.0 million. See Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 4 — Long-Term Debt," for further discussion of the PPP Loans.
Cash Flows Provided by Operating Activities 
Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020
(Dollars in thousands)
Net cash provided by operating activities $ 33,219  $ 61,237 
Net cash provided by operating activities for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 decreased primarily as a result of the impact of COVID-19 on sales, which was partially offset by increased net income.
Cash Flows Provided by Investing Activities
Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020
(Dollars in thousands)
Net cash provided by investing activities
$ 5,375  $ 68,774 
Net cash provided by investing activities for the nine months ended September 30, 2021 consists primarily of proceeds from the Nashville Sale which were mostly offset by capital expenditures and the purchase of affiliate advertising relationships.
For the nine months ended September 30, 2020, net cash provided by investing activities includes the proceeds received from the DC Land and WABC sales partially offset by capital expenditures.
Cash Flows (Used in) Provided by Financing Activities
Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020
(Dollars in thousands)
Net cash (used in) provided by financing activities $ (157,438) $ 206,704 
For the nine months ended September 30, 2021, net cash used in financing activities is primarily comprised of the total $115.0 million mandatory prepayments required by the terms of the Company's debt agreements from the proceeds of the sale of land in Bethesda, MD, and sale of substantially all of the Company's broadcast communications tower sites and certain other related assets after giving effect to a right of reinvestment and a $60.0 million voluntary pay down of the total amount previously outstanding under the 2020 Revolving Credit Agreement. These payments were partially offset by the proceeds received from the PPP loans. See Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 4 —Long Term Debt," for further discussion of the mandatory prepayments related to the remaining net proceeds from the asset sales described above and voluntary pay down of the amount previously outstanding under the 2020 Revolving Credit Agreement.
For the nine months ended September 30, 2020, net cash provided by financing activities primarily reflects $202.3 million of cash received from the Tower Sale, after transaction costs and closing adjustments, and $60.0 million of proceeds received from borrowings under the 2020 Revolving Credit Agreement partially offset by the $49.0 million pay down required at closing of the Tower Sale and principal payments on the Term Loan due 2026.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of September 30, 2021.
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, 2020. Our critical accounting policies and estimates have not changed materially during the nine months ended September 30, 2021.
26
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, the "Exchange Act") 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 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 September 30, 2021.
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 September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

27
Table of Contents

PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In August 2015, the Company was named as a defendant in two separate putative class action lawsuits relating to its use and public performance of certain sound recordings fixed prior to February 15, 1972 (the "Pre-1972 Recordings"). The first suit, ABS Entertainment, Inc., et. al. v, Cumulus Media Inc., was filed in the U.S. District Court for the Central District of California and alleged, among other things, copyright infringement under California state law, common law conversion, misappropriation and unfair business practices. On December 11, 2015, this suit was dismissed without prejudice. The second suit, ABS Entertainment, Inc., v. Cumulus Media Inc., was filed in the U.S. District Court for the Southern District of New York and claimed, among other things, common law copyright infringement and unfair competition. The New York lawsuit was stayed pending an appeal before the Second Circuit involving unrelated third parties over whether the owner of a Pre-1972 Recording holds an exclusive right to publicly perform that recording under New York common law. On December 20, 2016, the New York Court of Appeals held that New York common law does not recognize a right of public performance for owners of pre-1972 Recordings. As a result of that case (to which Cumulus Media Inc. was not a party) the New York case against Cumulus Media Inc., was voluntarily dismissed by the plaintiffs on April 3, 2017. On October 11, 2018, President Trump signed the Orrin G. Hatch-Bob Goodlatte Music Modernization Act (the "Music Modernization Act") into law, which, among other things, provides new federal rights going forward for owners of pre-1972 Recordings. The question of whether public performance rights existed for Pre-1972 recordings under state law prior to the enactment of the new Music Modernization Act was, until recently, still being litigated by other parties in California. On August 23, 2021, the Ninth Circuit held in the matter of Flo & Eddie, Inc. v. Sirius XM Radio Inc., Case No. 17-55844, that no such public performance right exists under California law. The Company is not a party to that case, and because of the possibility of further appeal to the US Supreme Court, is not yet able to determine what effect that proceeding will have, if any, on its financial position, results of operations or cash flows.
On February 24, 2020, two individual plaintiffs filed a putative class action lawsuit against the Company in the U.S. District Court for the Northern District of Georgia alleging claims regarding the Cumulus Media Inc. 401(k) Plan (the "Plan").  The case alleges that the Company breached its fiduciary duties under the Employee Retirement Income Security Act of 1974 (ERISA) in the oversight of the Plan, principally by selecting and retaining certain investment options despite their higher fees and costs than other available investment options, causing participants in the Plan to pay excessive recordkeeping fees, and by failing to monitor other fiduciaries. The plaintiffs seek unspecified damages on behalf of a class of Plan participants from February 24, 2014 through the date of any judgment. On May 28, 2020, the Company filed a motion to dismiss the complaint. On December 17, 2020 the Court entered an order dismissing one of the individual plaintiffs and all claims against the Company except those that arose on or after February 24, 2019 (i.e., one year prior to the filing of the Complaint). On March 24, 2021, the Company filed a motion seeking dismissal of all remaining claims. On October 15, 2021, the Court entered an order granting the Company’s motion and dismissing all remaining claims. Plaintiffs have certain appeal rights under federal law with respect to the October 15, 2021 order. The Company intends to vigorously defend itself in any such appeal. The October 15, 2021 order may not foreclose other parties from asserting similar claims against the Company. The Company is currently unable to reasonably estimate what effect the ultimate outcome might have, if any, on its financial position, results of operations or cash flows.
On September 28, 2020, Westwood One and the National Collegiate Athletic Association and NIT, LLC (collectively "the NCAA"), filed competing lawsuits in the Indiana Commercial Court in Indianapolis, Indiana (the "Court"), with regard to the terms of that certain Radio Agreement between the parties dated January 13, 2011 (the "Radio Agreement"), that granted Westwood One exclusive rights to produce and distribute audio broadcasts for all NCAA and NIT championship events during the term of that agreement. Both lawsuits relate to annual rights fees applicable to championship events under the Rights Agreement that were cancelled in 2020 due to the COVID-19 pandemic and the subsequent termination of the Rights Agreement by the NCAA. The complaint filed by the NCAA alleges a breach of the Radio Agreement by Westwood One for non-payment of certain fees related to the events that were canceled and requests, among other things, a declaratory ruling that the termination of the Radio Agreement by the NCAA was permissible and that the NCAA is entitled to full payment of the annual rights fees under the Radio Agreement for the 2019-2020 contract year despite the cancellation of certain events. Westwood One filed its complaint seeking, among other things, a declaratory ruling that Westwood One was not obligated to pay the disputed annual rights fees due to the cancellation of the relevant events and that the NCAA was prohibited from terminating the Radio Agreement for such non-payment, and also requested a preliminary injunction seeking to enjoin the NCAA from terminating the Radio Agreement until the Court could make a determination on the issues raised by the lawsuits. By order dated October 23, 2020, the Court denied Westwood One's motion for preliminary injunction, but did not reach a conclusion on the merits of Westwood One's request for a declaratory ruling. On October 23, 2020, Westwood One filed an appeal of the Court's denial of its motion for preliminary injunction. On May 26, 2021, the Indiana Court of Appeals denied Westwood One's appeal of the trial court's denial of a preliminary injunction. Notwithstanding the foregoing, Westwood One and the NCAA entered into an agreement granting Westwood One exclusive rights to produce and distribute audio broadcasts
28
Table of Contents
of the 2020-21 college basketball season, including the April 2021 NCAA championship event. In addition, on August 1, 2021, the Company and the NCAA settled both lawsuits, thereby concluding the litigation between the parties.
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.
Item 1A. Risk Factors
Please refer to Part I, Item 1A, "Risk Factors," in our 2020 Form 10-K for information regarding known material risks that could materially affect our business, financial condition or future results. 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 5. Other Information
On August 3, 2021, the Board of Directors of the Company approved an amendment and restatement of the bylaws of the Company (the "Amended Bylaws"), effective as of such date.
The Amended Bylaws, among other matters, (1) revise procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at meetings of stockholders, (2) provide that the chair of a stockholder meeting may adjourn any such meeting whether or not there is a quorum present, (3) establish that special meetings of the Board of Directors may be called by the Chair of the Board of Directors or by a majority of the Board of Directors then in office (rather than by the Chair of the Board of Directors or any two directors), (4) adopt gender neutral pronoun designations, and (5) reflect certain administrative, modernizing, clarifying, and conforming changes.
The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 6. Exhibits
3.1
Second Amended and Restated Bylaws of Cumulus Media Inc.
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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)

29
Table of Contents
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.
November 3, 2021 By:   /s/ Francisco J. Lopez-Balboa
  Francisco J. Lopez-Balboa
  Executive Vice President, Chief Financial Officer

30

AS AMENDED
THROUGH AUGUST 3, 2021

SECOND AMENDED AND RESTATED BYLAWS
OF
CUMULUS MEDIA INC.
ARTICLE I
OFFICES; BOOKS AND RECORDS
Section 1.1    Registered Office and Agent. Cumulus Media Inc. (hereinafter called the     “Corporation”) shall at all times maintain a registered office in the State of Delaware and a registered agent in the State of Delaware, as required by the Delaware General Corporation Law (the “DGCL”), but may have such other offices located in or outside the State of Delaware as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine. The registered agent may be changed from time to time by the Board of Directors.
Section 1.2 Books and Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be maintained on any information storage device or method; provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law. Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation and each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspections includes the right to copy and make extracts of documents.
ARTICLE II
STOCKHOLDERS’ MEETINGS
Section 2.1Place of Meetings. Meetings of the stockholders of the Corporation may be held at such place, either within or without the State of Delaware, as may be determined by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as provided under the DGCL.
Section 2.2Annual Meeting.
(a)The annual meeting of the stockholders of the Corporation shall be held on such date and at such time and place, if any, as may be fixed by resolution of the Board of Directors, for the purpose of electing Directors and transacting such other business as may properly come before the meeting. Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders: (i) pursuant to the Corporation’s notice of meeting of stockholders; (ii) by or at the direction of the Board of Directors; or (iii) by any stockholder of the Corporation


(A) who is a stockholder of record at the time of the giving of notice required by the following paragraph, on the record date for the determination of stockholders of the Corporation entitled to vote at the meeting, and at the time of the meeting, (B) who is entitled to vote at the meeting and (C) who has complied with the procedures set forth in this Section 2.2. Subject to the rights, if any, of holders of any outstanding shares of Preferred Stock to elect additional Directors, only persons who are nominated in accordance with the procedures set forth in this Section 2.2 shall be eligible for election as Directors.
(b)At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of Section 2.2(a), the stockholder must have given timely and proper notice thereof in writing to the Secretary of the Corporation and such other business must be a proper matter for stockholder action under the DGCL. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting; provided that if the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting and the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of or postponement or adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. For the avoidance of doubt, a stockholder shall not be entitled to make additional or substitute nominations following the expiration of the time periods set forth in these Bylaws. To be in proper form, a stockholder’s notice to the Secretary must:
(i)if the notice relates to any business other than the nomination of a Director or Directors that the stockholder proposes to bring before the meeting, set forth (A) (1) a brief description of the business desired to be brought before the meeting and (2) the text, if any, of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment), (B) the reasons for conducting such business at the meeting and any material interest in such business of each Holder and any Stockholder Associated Person (as such terms are defined below), and (C) a description of all agreements, arrangements and understandings between each Holder and any Stockholder Associated Person and any other person or persons (including their names) in connection with the proposal of such business by such stockholder;
(ii)set forth, as to the stockholder giving the notice (the “Noticing Stockholder”) and the beneficial owner, if any, on whose behalf the nomination or proposal is made (collectively with the Noticing Stockholder, the “Holders” and
2

each, a “Holder”): (A) the name and address as they appear on the Corporation’s books of each Holder and the name and address of any Stockholder Associated Person, (B) (1) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by each Holder and any Stockholder Associated Person (provided, that, for purposes of this Section 2.2(b), any such person shall in all events be deemed to beneficially own any shares of the Corporation as to which such person has a right to acquire beneficial ownership of at any time in the future), (2) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived, in whole or in part, from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by each Holder and any Stockholder Associated Person and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of any security of the Corporation, (3) any proxy, contract, arrangement, understanding or relationship pursuant to which each Holder and any Stockholder Associated Person has a right to vote or has granted a right to vote any security of the Corporation, (4) any Short Interest (as defined below) held by each Holder and any Stockholder Associated Person presently or within the last 12 months in any security of the Corporation (for purposes of these Bylaws, a person shall be deemed to have a “Short Interest” in a security if such person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (5) any agreement, arrangement or understanding (including any contract to purchase or sell, acquisition or grant of any option, right or warrant to purchase or sell, swap or other instrument) between and among each Holder and/or any Stockholder Associated Person, on the one hand, and any person acting in concert with any such person, on the other hand, with the intent to, or the effect of which may be to, transfer to or from any such person, in whole or in part, any of the economic consequences of ownership of any security of the Corporation or to increase or decrease the voting power of any such person with respect to any security of the Corporation, (6) any direct or indirect legal, economic or financial interest (including Short Interest) of each Holder and any Stockholder Associated Person in the outcome of any vote to be taken (1) at any annual meeting or Special Meeting (as defined below) or (2) any meeting of stockholders of any other entity with respect to any matter that is related, directly or indirectly, to any nomination or business proposed by any Holder under this Bylaw, (7) any rights to dividends on any security of the Corporation owned beneficially by each Holder and any Stockholder Associated Person that are separated or separable from the underlying security of the Corporation, (8) any proportionate interest in any security of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability
3

company or similar entity in which any Holder or any Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns any interest in a general partner or is the manager or managing member or, directly or indirectly, beneficially owns any interest in the manager or managing member of a limited liability company or similar entity, (9) any performance-related fees (other than an asset-based fee) that each Holder and any Stockholder Associated Person is entitled to based on any increase or decrease in the value of securities of the Corporation or Derivative Instruments, if any, as of the date of such notice, and (10) any direct or indirect legal, economic or financial interest (including Short Interest) in any principal competitor of the Corporation held by each Holder and any Stockholder Associated Person (sub-clauses (1) through (10) of this Section 2.2(b)(ii)(B), shall be referred to as the “Ownership Information”), (C) a representation by the Noticing Stockholder that such stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting, will continue to be a stockholder of record of the Corporation entitled to vote at such meeting through the date of such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (D) a representation as to whether any Holder and/or any Stockholder Associated Person intends or is part of a group which intends (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect any nominee and/or (2) otherwise to solicit proxies from stockholders in support of such proposal or nomination or nominations, (E) a certification that each Holder and any Stockholder Associated Person has complied with all applicable federal, state and other legal requirements in connection with its acquisition of shares or other securities of the Corporation and such person’s acts or omissions as a stockholder of the Corporation, and (F) a representation as to the accuracy of the information set forth in the notice;
(iii)set forth, as to each person, if any, whom the Noticing Stockholder proposes to nominate for election or reelection to the Board of Directors (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person (present and for the past five years), (C) the Ownership Information for such person and any member of the immediate family of such person, or any Affiliate or Associate (as such terms are defined below) of such person, or any person acting in concert therewith, (D) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (such act, and the rules and regulations promulgated thereunder, the “Exchange Act”) (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected), (E) a complete and accurate description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings (whether written or oral) during the past three
4

years, and any other material relationships, between or among the Holders and/or any Stockholder Associated Person, on the one hand, and each proposed nominee and any member of the immediate family of such proposed nominee, and such proposed nominee’s respective Affiliates and Associates, or others acting in concert therewith, on the other hand, including, without limitation, all biographical and related party transaction and other information that would be required to be disclosed pursuant to the federal and state securities laws, including Rule 404 promulgated under Regulation S-K under the Securities Act of 1933 (the “Securities Act”) (or any successor provision), if any Holder and/or any Stockholder Associated Person were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and
(iv)with respect to each nominee for election or reelection to the Board of Directors, include a completed and signed questionnaire, representation and agreement and any and all other information required by Section 2.2(c).
(c)To be eligible to be a nominee for election or reelection as a Director, a proposed nominee must deliver in writing (in accordance with the time periods prescribed for delivery of notice under this Section 2.2) to the Secretary (i) a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request of any stockholder of record identified by name within five Business Days) and (ii) a written representation and agreement (in the form provided by the Secretary upon written request of any stockholder of record identified by name within five Business Days) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding (whether written or oral) with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a Director, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed to the Corporation, (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a Director, and will comply with all applicable rules of the exchanges upon which the securities of the Corporation are listed and all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation, and (D) in such person’s individual capacity and on behalf of any Holder on whose behalf the nomination is being made, intends to serve a full term if elected as a Director.
(d)A Noticing Stockholder shall further update and supplement its notice of any nomination or other business proposed to be brought before an annual meeting or Special Meeting, if necessary, so that the information provided or required to be provided in such notice
5

pursuant to Section 2.2(b) shall be true and correct (i) as of the record date for the meeting and (ii) as of the date that is ten Business Days prior to the meeting or any adjournment, recess, rescheduling or postponement thereof. Such update and supplement shall be delivered to the Secretary not later than three Business Days after the later of the record date or the date notice of the record date is first publicly announced (in the case of the update and supplement required to be made as of the record date for the meeting) and not later than seven Business Days prior to the date for the meeting, if practicable (or, if not practicable, on the first practicable date prior to the meeting), or any adjournment, recess, rescheduling or postponement thereof (in the case of the update and supplement required to be made as of ten Business Days prior to the meeting or any adjournment, recess, rescheduling or postponement thereof).
(e)The Corporation may also, as a condition to any such nomination or business being deemed properly brought before an annual meeting or Special Meeting, require any Holder or any proposed nominee to deliver to the Secretary, within five Business Days of any such request, such other information as may reasonably be requested by the Corporation, including, without limitation, such other information (i) as may be reasonably required by the Board of Directors, in its sole discretion, to determine (A) the eligibility of such proposed nominee to serve as a Director and (B) whether such nominee qualifies as an “independent director” or “audit committee financial expert” under applicable law, securities exchange rule or regulation, or any publicly disclosed corporate governance guideline or committee charter of the Corporation and (ii) that the Board of Directors determines, in its sole discretion, could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.
(f)Except as otherwise provided by law, the chair of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall not be presented for stockholder action at the meeting and shall be disregarded. Notwithstanding anything in these Bylaws, if the Noticing Stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting or Special Meeting, in person or by proxy, to present a nomination or business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.
(g)For purposes of this Section 2.2 and Section 2.3, (i) “public announcement” means disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act, (ii) the “close of business” on a particular day shall mean 5:00 p.m. local time in Atlanta, Georgia on such day, and if an applicable deadline falls on the close of business on a day that is not a business day, then the applicable deadline shall be deemed to be the close of business on the immediately preceding business day, (iii) “delivery” of any notice or materials by a stockholder as required to be “delivered” under this Section 2.2 and Section 2.3 shall be made by both (A) hand delivery, overnight courier service, or by certified or registered mail,
6

return receipt required, in each case, to the Secretary at the principal executive offices of the Corporation and (B) electronic mail to the Secretary, (iv) “business day” shall mean each Monday, Tuesday, Wednesday, Thursday, and Friday that is not a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close, (v) “Affiliate” shall have the meaning attributed to such term in Rule 12b-2 under the Exchange Act, (vi) “Associate” shall have the meaning attributed to such term in Rule 12b-2 under the Exchange Act, and (vii) “Stockholder Associated Person” shall mean as to any Holder (A) any person acting in concert with such Holder, (B) any person controlling, controlled by or under common control with such Holder or any of their respective Affiliates and Associates, or person acting in concert therewith and (C) any member of the immediate family of such Holder or an affiliate or associate of such Holder.
Section 2.3Special Meetings.
(a)A special meeting of the stockholders (a “Special Meeting”) may be called only (i) pursuant to a resolution approved by the Board of Directors, or (ii) the Board of Directors upon the demand of the holders of record of shares representing at least 25% of all the votes entitled to be cast on any issue proposed to be considered at the Special Meeting.
(b)In order that the Corporation may determine the stockholders entitled to demand a Special Meeting, the Board of Directors may fix a record date to determine the stockholders entitled to make such a demand (the “Demand Record Date”). The Demand Record Date shall not precede the date upon which the resolution fixing the Demand Record Date is adopted by the Board of Directors. Any stockholder of record seeking to have stockholders demand a Special Meeting shall, by sending written notice to the Secretary of the Corporation, by hand or by certified or registered mail, return receipt requested, request the Board of Directors to fix a Demand Record Date. The Board of Directors shall promptly, but in all events within thirty (30) days after the date on which a valid request to fix a Demand Record Date is received, adopt a resolution fixing the Demand Record Date and shall make a public announcement of such Demand Record Date. If no Demand Record Date has been fixed by the Board of Directors within thirty (30) days after the date on which such request is received by the Secretary, the Demand Record Date shall be the 30th day after the first day on which a valid written request to set a Demand Record Date is received by the Secretary. To be valid, such written request from a stockholder entitled to demand a Special Meeting (a “Demand Request”) shall set forth the purpose or purposes for which the Special Meeting is to be held, shall be signed by one or more stockholders of record (or their duly authorized proxies or other representatives), shall bear the date of signature of each such stockholder (or proxy or other representative) and shall set forth all information about each such stockholder and about the beneficial owner or owners, if any, on whose behalf the request is made that would be required to be set forth in a stockholder’s notice described in Section 2.2(b). No Special Meeting shall be required to be called pursuant to clause (ii) of Section 2.3(a) unless, within thirty (30) days after the Demand Record Date, stockholders of record representing at least 25% of all the votes entitled to be cast on any issue proposed to be considered at the Special Meeting as set forth in the Demand Request (such percentage of stockholders, the “Required Percent”) shall have delivered to the Secretary of the Corporation, in the same manner required for Demand Requests, written requests or requests (each, a “Meeting
7

Request”) to hold a Special Meeting. Nothing herein shall prohibit the Board of Directors from including in the Corporation’s notice of any Special Meeting additional matters to be submitted to the stockholders at such meeting not included in the Demand Request. Subject to the following sentence, the date, time and place, if any, of such Special Meeting, shall be not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt by the Secretary of Meeting Requests from the Required Percent. Notwithstanding anything to the contrary in this Section 2.3, a Special Meeting requested by the stockholders (A) shall not be required to be held if (i) the Board of Directors has called or calls for an annual meeting of stockholders, (ii) the date designated by the Board of Directors for such annual meeting is within one hundred twenty (120) days after the date of receipt by the Secretary of Meeting Requests from the Required Percent and (iii) the purpose of such annual meeting includes or is amended to include (among any other matters properly brought before the annual meeting) the purposes specified in the Demand Request and (B) shall not be required to be held prior to the date that is ninety (90) days after the last annual meeting of stockholders of the Corporation if any purpose for the Special Meeting set forth in a Demand Request was submitted to a vote of the stockholders at such annual meeting.
Section 2.4Notices To Stockholders.
(a)Required Notice. Written notice stating the place, day and hour of any meeting of the stockholders and, in case of a Special Meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days (twenty (20) days in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of material assets) nor more than sixty (60) days before the date of the meeting (unless a different time is provided by the DGCL or the Corporation’s Certificate of Incorporation), by or at the direction of the Chair, the Chief Executive Officer, or the Secretary, to each stockholder of record entitled to vote at such meeting and to any other stockholder entitled by the DGCL or the Corporation’s Certificate of Incorporation to receive notice of such meeting. If mailed, such notice is effective when deposited in the United States mail, and shall be addressed to the stockholder’s address shown in the current record of stockholders of the Corporation, with postage thereon prepaid. Without limiting the manner by which notice otherwise may be given effectively to stockholders, notice of meetings may be given to stockholders by means of electronic transmission in accordance with applicable law.
(b)Adjourned Meeting. Except as provided in the next sentence, if any stockholder meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, and place, if the new date, time, and place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed, then notice must be given pursuant to the requirements of paragraph (a) of this Section 2.4, to those persons who are stockholders as of the new record date.
(c)Waiver of Notice. A stockholder may waive notice in accordance with Section 2.12 of these Bylaws.
(d)Contents of Notice. The notice of each Special Meeting shall include a description of the purpose or purposes for which the meeting is called. Except as otherwise
8

provided in these Bylaws, in the Corporation’s Certificate of Incorporation, or in the DGCL, the notice of an annual stockholder meeting need not include a description of the purpose or purposes for which the meeting is called. If the purpose of the meeting, or one of its purposes, is to consider a proposed reduction of stated capital without amendment to the Certificate of Incorporation, or voluntary dissolution or revocation of a voluntary dissolution by act of the Corporation, or a proposed disposition of all (or substantially all) of the assets of the Corporation outside of the ordinary course of business, the notice of the meeting shall state such purpose. If the purpose of the meeting, or one of its purposes, is to consider a proposed amendment to the Certificate of Incorporation, the notice shall set forth the proposed amendment or a summary of the changes to be effected thereby; and if the purpose of the meeting, or one of its purposes, is to consider a proposed merger or consolidation, a copy or a summary of the plan of merger or plan of consolidation, as the case may be, shall be included in or enclosed with the notice of the meeting.
Section 2.5Fixing of Record Date.
(a)The Board of Directors may fix a date as the record date for any determination of stockholders entitled to notice of, and to vote at, a stockholders’ meeting, such date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and shall not be less than ten (10) days nor more than sixty (60) days prior to the meeting. In the case of any Special Meeting called by the stockholders in accordance with the provisions of Section 2.3 of these Bylaws, if the Board of Directors fails to fix the Demand Record Date within thirty (30) days after the Secretary received a valid written request from the stockholders to set a Demand Record Date, then the close of business on such 30th day shall be the Demand Record Date. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in these Bylaws, such determination shall be applied to any adjournment thereof unless the Board of Directors fixes a new record date and except as otherwise required by law. A new record date must be set if a meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.
(b)The Board of Directors may fix a date as the record date for determining stockholders entitled to receive a dividend or distribution, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such payment. If no record date is fixed for the determination of stockholders entitled to receive a dividend or distribution (other than a distribution involving a purchase, redemption or other acquisition of the Corporation’s shares), the close of business on the day on which the resolution of the Board of Directors is adopted declaring the dividend or distribution shall be the record date.
Section 2.6Stockholder List. The officer or agent having charge of the stock transfer books for shares of the Corporation shall, by the earlier of (a) twenty (20) days after the record date, or (b) ten (10) days before the meeting date, for any meeting of stockholders, make a complete record of the stockholders entitled to vote at such meeting, arranged alphabetically by class or series of shares and showing the address of and the number of shares held by each stockholder. The stockholder list shall be available at the meeting and may be inspected by any
9

stockholder or such stockholder’s agent or attorney at any time during the meeting or any adjournment. Any stockholder or such stockholder’s agent or attorney may inspect the stockholder list beginning ten (10) business days before the meeting date and continuing until the meeting date, at the Corporation’s registered office and, subject to the DGCL, may copy the list, during regular business hours and at such stockholder’s expense, during the period that it is available for inspection hereunder. If the meeting is held solely by means of remote communication, the list shall also be open for inspection by any stockholder during the whole time of the meeting as provided by applicable law. The stock ledger of the Corporation (if any) shall be prima facie evidence as to the stockholders entitled to inspect the stockholder list or to vote at any meeting of stockholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.
Section 2.7Quorum and Voting. Except as otherwise provided in the Corporation’s Certificate of Incorporation, these Bylaws or the DGCL, a majority of the aggregate voting power of the issued and outstanding stock entitled to vote, represented in person or by proxy, shall constitute a quorum. Once a share is represented for any purpose at a meeting, other than for the sole purpose of objecting to holding the meeting or transacting business at the meeting, it is considered present for purposes of determining whether a quorum exists for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that meeting. If a quorum is present, the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the subject matter shall be the act of the stockholders unless the vote of a greater number is required by the DGCL or the Corporation’s Certificate of Incorporation. Unless otherwise required by law or the Corporation’s Certificate of Incorporation, the election of Directors shall be decided by a plurality of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat and entitled to vote at the meeting, but no other business shall be transacted until a quorum is present. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative vote of the majority of shares of such class or classes or series present in person or represented by proxy at the meeting shall be the act of such class or classes or series.
Section 2.8Conduct of Meetings.
(a)At every meeting of stockholders, the Chair, or, if a Chair has not been appointed or is absent, the Chief Executive Officer, or, if the Chief Executive Officer is absent, such person as the Chief Executive Officer shall appoint, shall act as chair of, and preside at, the meeting. The Secretary, or, in the Secretary’s absence, an Assistant Secretary directed to do so by the Chief Executive Officer, shall act as secretary of the meeting.
(b)The Board of Directors and (to the extent consistent therewith) the chair of the meeting shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as they shall deem necessary or appropriate. Such rules, regulations or procedures,
10

whether adopted by the Board of Directors or prescribed by the chair of the meeting, may include, without limitation, the following (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chair of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by participants. Whether or not a quorum is present or represented by proxy at any meeting of stockholders, the chair of the meeting may adjourn the meeting from time to time. The Board of Directors may postpone, reschedule, or cancel any previously scheduled meeting of stockholders.
Section 2.9Proxies. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot.
Section 2.10Voting of Shares. Each outstanding share shall be entitled to that number of votes specified in the Corporation’s Certificate of Incorporation; provided, however, that if no such vote is specified, each outstanding share shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares are enlarged, limited or denied by the DGCL. Shares of the Corporation standing in the name of another corporation, whether domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws of such corporation may provide or, in the absence of any such provision, as the board of directors of such corporation may determine; and any shares voted by an officer, agent, or proxy of such corporation shall be presumed to be voted with due authority in the absence of express notice to the contrary given in writing to the Secretary or other officer of the Corporation. Shares of the Corporation belonging to the Corporation itself shall not be voted, directly or indirectly, at any meeting of the stockholders and shall not be considered in determining the total number of outstanding shares at any given time. The voting rights of fiduciaries, beneficiaries, pledgors, pledgees and joint, common and other multiple owners of shares of stock shall be as provided from time to time by the DGCL and any other applicable law.
Section 2.11No Cumulative Voting. In all elections for Directors, no stockholder shall have the right to cumulate their votes for the Directors to be elected except as otherwise specifically provided in the Corporation’s Certificate of Incorporation.
Section 2.12Waiver of Notice. Whenever any notice is required to be given to any stockholder under the DGCL, the Corporation’s Certificate of Incorporation, or these Bylaws, a
11

waiver thereof in writing by the stockholder entitled to such notice, signed at any time before, at or after the time of the meeting, shall be deemed equivalent to the giving of such notice. A stockholder’s attendance at a meeting, in person or by proxy, waives objection to both of the following:
(a)Lack of notice or defective notice of the meeting, unless the stockholder at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting.
(b)Consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the stockholder objects to considering the matter when it is presented.
Section 2.13Inspectors of Election. The Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector so appointed or designated is able to act at a meeting of stockholders, the chair of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.
ARTICLE III
BOARD OF DIRECTORS

Section 3.1General Powers. Subject to any limitations imposed by the DGCL or the Corporation’s Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Corporation’s Certificate of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.
Section 3.2Number, Tenure, and Qualifications . The number of Directors of the Corporation shall be seven (7). The number of Directors may be changed from time to time in
12

accordance with the provisions of the Corporation’s Certificate of Incorporation. Furthermore, the Chief Executive Officer of the Corporation shall at all times be a member of the Board of Directors.
Section 3.3Term. Each Director shall hold office until the expiration of the term to which such Director has been elected or appointed and a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal. A Director may resign at any time by delivering a written resignation to the Board of Directors, to the Chair, or to the Corporation through the Secretary or otherwise. Directors need not be residents of the State of Delaware or stockholders of the Corporation. Directors may be re-elected any number of times.
Section 3.4Regular Meetings. A regular meeting of the Board of Directors shall be held, without other notice than this Bylaw, immediately after, and at the same place as, the annual meeting of the stockholders. The Board of Directors may provide, by resolution, for the holding of additional regular meetings of the Board of Directors, either within or without the State of Delaware, without other notice than such resolution.
Section 3.5Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chair or of a majority of the Directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board of Directors called by them.
Section 3.6Meetings by Telephone or Other Communication Technology.
(a)Any or all Directors may participate in a regular or special meeting or in a committee meeting of the Board of Directors by, or conduct the meeting through the use of, telephone or any other means of communication by which all participating Directors may simultaneously hear each other during the meeting.
(b)If a meeting will be conducted through the use of any means described in paragraph (a), all participating Directors shall be informed that a meeting is taking place at which official business may be transacted. A Director participating in a meeting by any means described in paragraph (A) is deemed to be present in person at the meeting.
Section 3.7Notice of Meetings. Except as otherwise provided in the Certificate of Incorporation or the DGCL, notice of the date, time and place of any special meeting of the Board of Directors and of any special meeting of a committee of the Board of Directors shall be given orally or in writing to each Director or committee member at least twenty-four (24) hours prior to the meeting. The notice need not describe the purpose of the meeting. Notice may be communicated in person, by telephone, telegraph or facsimile, by mail or private carrier or by e-mail or by other means of electronic transmission. Whenever any notice is required to be given to any Director of the Corporation under the DGCL, the Corporation’s Certificate of Incorporation, or these Bylaws, a waiver thereof in writing signed by, or by electronic transmission by, the Director entitled to such notice, signed at any time before, at or after the time of meeting, shall be
13

deemed equivalent to the giving of such notice. If waiver of notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the Director. The attendance of a Director at any meeting of the Board of Directors shall constitute a waiver of notice of the meeting, except where a Director attends for the express purpose of objecting to the transaction of any business at the meeting on the grounds that the meeting was not lawfully called or convened.
Section 3.8Quorum. A majority of the total number of Directors fixed by or in the manner provided by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; provided, however, that if less than a majority of such number of Directors are present, a majority of the Directors present may adjourn the meeting from time to time without further notice. A majority of the number of Directors appointed to serve on a committee shall constitute a quorum of the committee.
Section 3.9Majority Action. The act of a majority of the Directors present at a meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors (unless the act of a greater number of Directors is required by the Corporation’s Certificate of Incorporation, these Bylaws or applicable law). A Director of the Corporation who is present at a meeting of the Board of Directors at which action is taken shall be conclusively presumed to have assented to the action so taken unless such Director’s dissent to such action is entered in the minutes of the meeting, or such Director files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or such Director forwards such Director’s dissent, by registered or certified mail, to the Secretary of the Corporation not later than two (2) days after the adjournment of the meeting. This right to dissent may not be exercised by any Director who voted in favor of such action.
Section 3.10Conduct of Meetings. The Chair, or in the Chair’s absence, any Director chosen by the Directors present, shall call meetings of the Board of Directors to order and shall chair the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any assistant secretary or any Director or other person present to act as secretary of the meeting.
Section 3.11Vacancies. Except as otherwise provided in the Corporation’s Certificate of Incorporation, any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of Directors, may be filled (i) by a majority vote of the Directors then in office, even if less than a quorum is then in office, or by the sole remaining Director or (ii) by election at the annual meeting of the stockholders or at a special meeting of the stockholders called for such purpose. A Director elected to fill a vacancy shall serve for the unexpired term of such Director’s predecessor in office and until such Director’s successor is elected and qualified or until such Director’s earlier death, resignation, disqualification or removal.
Section 3.12Compensation. By resolution adopted by the affirmative vote of a majority of the Directors then in office, and regardless of the personal interest of any Director, the Board of Directors may establish reasonable compensation of all Directors for services
14

rendered to the Corporation as Directors, officers, or otherwise. By a like resolution, the Board of Directors may authorize the payment to all Directors of their respective expenses, if any, reasonably incurred in attending any regular or special meeting of the Board of Directors.
Section 3.13Committees. By resolution adopted by the affirmative vote of a majority of Directors then in office, the Board of Directors may designate one or more committees, each committee to consist of one (1) or more Directors designated by the Board of Directors, which, to the extent provided in such resolution (as initially adopted and as thereafter supplemented or amended by further resolution adopted by a like vote) shall have and may exercise (when the Board of Directors is not in session) all of the authority and powers of the Board of Directors in the management of the business and affairs of the Corporation provided, however, that no such committee shall have or exercise the authority or powers of the Board of Directors with respect to the following: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval or (ii) adopting, amending, or repealing any bylaw of the Corporation. Each such committee shall fix its own rules governing the conduct of its activities and shall make such reports of its activities to the Board of Directors as the Board of Directors may request.
Section 3.14Action by Unanimous Written Consent of Directors or Committees. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted by the DGCL, the Corporation’s Certificate of Incorporation, or these Bylaws to be taken at a meeting of the Board of Directors or any committee thereof, or any other action which may be taken at a meeting of the Board of Directors or any committee thereof, may be taken without a meeting if a consent in writing or by electronic transmission, setting forth the action so taken, shall be signed by all of the Directors or committee members, as the case may be, entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of all of the members of the Board of Directors or committee thereof, as the case may be, and may be stated as such in any document filed with the Secretary of State under the DGCL.
ARTICLE IV
OFFICERS.
Section 4.1Principal Officers. The principal officers of the Corporation may include a Chair, a President, one or more Vice-Presidents (the number of which shall be determined by the Board of Directors), a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may elect or appoint such other officers and assistant officers as may be deemed necessary or desirable. One person may hold any two or more offices.
Section 4.2Election and Term of Office. Subject to Section 4.4, below, the officers of the Corporation shall be elected annually by the Board of Directors at the regular meeting of the Board of Directors held after the annual meeting of the stockholders; and each officer shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier death or resignation or removal in the manner provided in Section 4.3, below. If the election of officers is not held at such regular meeting of the Board of Directors, the election shall be held as
15

soon thereafter as may be convenient. Election or appointment of an officer shall not of itself create any contract rights.
Section 4.3Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors, with or without cause, but such removal shall be without prejudice to the contract rights, if any, or the person so removed. Any officer may resign at any time by giving written notice to the Board of Directors or to the Chair, President or Secretary of the Corporation. The resignation shall take effect on the date of receipt of the notice of resignation or at any later time specified therein; and unless the notice of resignation specifies otherwise, the resignation shall become effective without the necessity of acceptance by the Board of Directors.
Section 4.4Vacancies. If any office becomes vacant by reason of the death, resignation, or removal of the incumbent, the Board of Directors shall elect a successor who shall hold office for the unexpired term of such officer’s predecessor and until such officer’s successor is elected and qualified.
Section 4.5Chair. The Chair shall be a Director and, when present, preside at all meetings of the stockholders and of the Board of Directors. The Chair shall have and such other duties as may be prescribed by the Board of Directors from time to time.
Section 4.6President. The President shall be the Chief Executive Officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. The President shall have the authority to sign certificates for shares of the Corporation’s capital stock and deeds, mortgages, bonds, contracts, or other instruments necessary or proper to be executed in the course of the Corporation’s regular business or which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time. Except as otherwise provided by the DGCL or the Board of Directors, the President may authorize any Vice-President or other officer or agent of the Corporation to sign, execute and acknowledge such documents or instruments in the President’s place and stead.
Section 4.7Absence of the Chair. The Chief Executive Officer shall, in the absence of the Chair, preside at all meetings of the stockholders and of the Board of Directors. In the absence of the Chair or in the event of the Chair’s death, inability or refusal to act, the Chief Executive Officer shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair.
Section 4.8Vice-Presidents. The Board of Directors may appoint Vice-Presidents which may be designated as Executive Vice Presidents or Vice-Presidents. In the absence of the President or in the event of the President’s death, inability or refusal to act, the Vice-President, if one has been elected (or in the event that there is more than one Vice-President, the Vice-
16

Presidents in the order designated at the time of their appointment, or in the absence of any designation, then in the order of their appointment), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President may sign certificates for shares of the Corporation’s capital stock, the issuance of which have been authorized by resolution of the Board of Directors; and shall perform such other duties as from time to time may be assigned to him by the Chair or by the Board of Directors.
Section 4.9The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the stockholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by the DGCL; (c) be custodian of the corporate records and of any seal of the Corporation and, if there is a seal of the Corporation, see that it is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (d) when requested or required, authenticate any records of the Corporation; (e) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder or delegate that responsibility to a stock transfer agent approved by the Board of Directors; (f) sign, with the President or a Vice-President, certificates for shares of the Corporation’s capital stock, the issuance of which has been authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the Corporation; and (h) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 4.10Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; and (c) in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Directors shall require. In the absence of the Treasurer or in the event of the Treasurer’s death, inability or refusal to act, the chief financial officer shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer.
Section 4.11Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice-President certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.
17

Section 4.12Assistants and Acting Officers. The Board of Directors, the President, and the chief financial officer shall each have the power to appoint any person to act as assistant to any officer, or as agent for the Corporation in the officer’s stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed shall have the power to perform all the duties of the office to which that person is so appointed to be assistant, or as to which such person is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors, the President, or the chief financial officer.
Section 4.13Salaries. The salaries of officers of the Corporation shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving a salary by reason of the fact that such officer is also a Director of the Corporation.
Section 4.14Actions with Respect to Securities of Other Entities. All stock and other securities of other entities owned or held by the Corporation for itself, or for other parties in any capacity, shall be voted (including by written consent), and all proxies with respect thereto shall be executed, by the person or persons authorized to do so by resolution of the Board of Directors or, in the absence of such authorization, by the Chair, the President, the chief financial officer, the Secretary or the Treasurer.
ARTICLE V
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 5.1Certificates for Shares. The shares of capital stock of the Corporation shall be represented by certificates, in such form as may be determined by the Board of Directors; provided, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares and evidenced by a book-entry system maintained by the registrar of such stock. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of, the Corporation by any two authorized officers of the Corporation. Any or all such signatures may be facsimiles. The name and post office address of the person to whom shares are issued (whether represented by a certificate or uncertificated), with the number of shares and date of issuance, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificates shall be issued (whether represented by a certificate or uncertificated) until the former certificate for a like number of shares has been surrendered and canceled, except that in the case of a lost, destroyed, or mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.
Section 5.2Transfer of Shares. Shares of the Corporation shall be transferable in the manner prescribed by applicable law, the Corporation’s Certificate of Incorporation and in these Bylaws. Transfers of stock shall be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered
18

holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which an executive officer of the Corporation shall determine to waive such requirement. Where a certificate for shares is presented to the Corporation with a request to register for transfer, the Corporation shall not be liable to the owner or any other person suffering loss as a result of such registration of transfer if there were on or with the certificate the necessary endorsements and if the Corporation had no duty to inquire into adverse claims or had discharged any such duty. The Corporation may require reasonable assurance that the endorsements are genuine and effective and in compliance with such other regulations as may be prescribed by the Board of Directors.
With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be destroyed or marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.
Section 5.3Restrictions on Transfer. The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction upon the transfer of such shares imposed by the Corporation.
Section 5.4Lost, Destroyed or Stolen Certificates. Where the owner claims that such owner’s certificate for shares has been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the Corporation has notice that such shares have been acquired by a bona fide purchaser; and (b) if required by the Corporation, files with the Corporation a sufficient indemnity bond; and (c) satisfies such other reasonable requirements as may be prescribed by or under the authority of the Board of Directors.
Section 5.5Consideration For Shares. The consideration for subscriptions to or the purchase of capital stock to be issued by the Corporation shall be fixed from time to time and determined to be adequate by the Board of Directors, provided that any shares having a par value shall not be issued for a consideration less than the par value thereof. The consideration may consist of any tangible or intangible property or benefit to the Corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the Corporation. When the Corporation receives the consideration for which the Board of Directors authorized the issuance of shares as provided above, such shares shall be deemed to be fully paid and nonassessable.
Section 5.6Stock Regulations. The Board of Directors shall have the power and authority to make all such rules and regulations not inconsistent with the statutes of the State of Delaware as it may deem expedient concerning the issue, transfer and registration of shares of the Corporation, including the appointment or designation of one or more stock transfer agents and one or more registrars.
19

ARTICLE VI
AMENDMENTS
Section 6.1Amendment By Directors or Stockholders. These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted in whole or in part by holders of a majority of the aggregate voting power of the issued and outstanding stock entitled to vote. These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted in whole or in part by the Board of Directors. The Bylaws may contain any provisions for the regulation and management of the Corporation’s affairs not inconsistent with law or the Corporation’s Certificate of Incorporation.
Section 6.2Implied Amendments. Any action taken or authorized by the stockholders of the Corporation by the affirmative vote of the holders of the majority of the outstanding shares of each class of the Corporation entitled to vote thereon, or by the Board of Directors, shall be given the same effect as though these Bylaws had been temporarily amended so far as is necessary to permit the specific action so taken or authorized.
20

Exhibit 31.1
Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Mary G. Berner, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cumulus Media Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
November 3, 2021 By:   /s/ Mary G. Berner
  Mary G. Berner
  President and Chief Executive Officer



Exhibit 31.2
Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Francisco J. Lopez-Balboa, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cumulus Media Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
November 3, 2021 By:   /s/ Francisco J. Lopez-Balboa
  Francisco J. Lopez-Balboa
  Executive Vice President, Chief Financial Officer



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

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of the quarterly report on Form 10-Q of Cumulus Media Inc. (the “Company”) for the three month period ended September 30, 2021, filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, that, to such officer’s knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15d of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Mary G. Berner
Name:   Mary G. Berner
Title:   President and Chief Executive Officer
/s/ Francisco J. Lopez-Balboa
Name:   Francisco J. Lopez-Balboa
Title:   Executive Vice President, Chief Financial Officer
Date: November 3, 2021
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.