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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20172022
OR
¨☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.1934
For the transition period from                      to                     
Commission file number 000-24525001-38108
cmls-20220630_g1.jpg
 
Cumulus Media Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
36-4159663
Delaware
82-5134717
(State or Other Jurisdiction of

Incorporation or Organization)
(I.R.S. Employer

Identification No.)
3280 Peachtree780 Johnson Ferry Road NW NE
Suite 2300,
Atlanta, GA
500		Atlanta,30305GA30342
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.0000001 per shareCMLSNasdaq Global Market


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Indicate by check mark whether the registrant: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  ýþ    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, 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 and post such files).    Yes  ýþ    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large"large accelerated filer,” “accelerated filer”" "accelerated filer," "smaller reporting company," and “smaller reporting company”"emerging growth company" in Rule 12b-2 of the Exchange Act:
Large accelerated filerAccelerated Filer¨Accelerated filerFiler¨☑
Non-accelerated filerFiler
¨ (Do not check if a smaller reporting company)
Smaller reporting companyReporting Companyý☑
Emerging growth companyGrowth 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 ýþ
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 November 2, 2017,July 27, 2022, the registrant had 29,306,37419,022,324 outstanding shares of common stock consisting of: (i) 29,225,76518,113,514 shares of Class A common stock; and (ii) 80,609908,810 shares of Class CB common stock.stock, and no warrants issued and outstanding.


CUMULUS MEDIA INC.

Table of Contents
Cumulus Media Inc.
INDEX
 
3
Condensed Consolidated Balance Sheets as of SeptemberJune 30, 20172022 and December 31, 20162021
3
Condensed Consolidated Statements of Operations forFor the Three and NineSix Months Ended SeptemberJune 30, 20172022 and 20162021
4
Condensed Consolidated Statements of Stockholders’ Equity For the Six Months Ended June 30, 2022 and 2021
5
Condensed Consolidated Statements of Cash Flows forFor the NineSix Months Ended SeptemberJune 30, 20172022 and 2016June 30, 2021
56
Notes to Condensed Consolidated Financial Statements
7
3216
49
Item 4. Controls and Procedures
4925
4925
5026
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
50
5127
5228


2
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PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

Cumulus Media Inc.
CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)Condensed Consolidated Balance Sheets
(Unaudited)
Dollars in thousands (except for share data)Dollars in thousands (except for share data)June 30, 2022December 31, 2021
AssetsAssets
Current assets:Current assets:
Cash and cash equivalentsCash and cash equivalents$108,694 $177,028 
Accounts receivable, less allowance for doubtful accounts of $5,901 and $5,816 at June 30, 2022 and December 31, 2021, respectivelyAccounts receivable, less allowance for doubtful accounts of $5,901 and $5,816 at June 30, 2022 and December 31, 2021, respectively188,802 196,934 
Trade receivableTrade receivable2,370 1,898 
Prepaid expenses and other current assetsPrepaid expenses and other current assets36,334 30,656 
Total current assetsTotal current assets336,200 406,516 
Property and equipment, netProperty and equipment, net185,935 191,520 
Operating lease right-of-use assetsOperating lease right-of-use assets138,819 142,937 
Broadcast licensesBroadcast licenses823,137 823,905 
Other intangible assets, netOther intangible assets, net127,146 138,390 
Deferred income tax assetsDeferred income tax assets5,441 6,356 
Other assetsOther assets7,534 7,758 
Total assetsTotal assets$1,624,212 $1,717,382 
Liabilities and Stockholders’ EquityLiabilities and Stockholders’ Equity
Current liabilities:Current liabilities:
Accounts payable and accrued expensesAccounts payable and accrued expenses$99,912 $109,669 
Current portion of operating lease liabilitiesCurrent portion of operating lease liabilities28,512 28,395 
Trade payableTrade payable2,924 1,750 
September 30, 2017 December 31, 2016
Assets   
Current assets:   
Cash and cash equivalents$69,431
 $131,259
Restricted cash7,680
 8,025
Accounts receivable, less allowance for doubtful accounts of $5,922 and $4,691 at September 30, 2017 and December 31, 2016, respectively231,630
 231,585
Trade receivable4,679
 4,985
Assets held for sale30,150
 30,150
Prepaid expenses and other current assets58,140
 33,923
Total current assets401,710
 439,927
Property and equipment, net157,507
 162,063
Broadcast licenses1,539,718
 1,540,183
Other intangible assets, net90,369
 116,499
Goodwill135,214
 135,214
Other assets17,856
 18,805
Total assets$2,342,374
 $2,412,691
Liabilities and Stockholders’ (Deficit)   
Current liabilities:   
Accounts payable and accrued expenses$96,526
 $96,241
Trade payable3,640
 4,550
Total current liabilities100,166
 100,791
Total current liabilities131,348 139,814 
Term loan, net of debt issuance costs/discounts of $23,054 and $29,909 at September 30, 2017 and December 31, 2016, respectively1,705,560
 1,780,357
7.75% senior notes, net of debt issuance costs of $4,335 and $6,200 at September 30, 2017 and December 31, 2016, respectively605,665
 603,800
Term loan due 2026, net of debt issuance costs of $2,071 and $2,404 at June 30, 2022 and December 31, 2021, respectivelyTerm loan due 2026, net of debt issuance costs of $2,071 and $2,404 at June 30, 2022 and December 31, 2021, respectively341,660 353,836 
6.75% senior notes, net of debt issuance costs of $3,702 and $4,607 at June 30, 2022 and December 31, 2021, respectively6.75% senior notes, net of debt issuance costs of $3,702 and $4,607 at June 30, 2022 and December 31, 2021, respectively396,170 445,088 
Operating lease liabilitiesOperating lease liabilities123,254 125,638 
Financing liabilities, netFinancing liabilities, net216,317 219,649 
Other liabilities27,235
 31,431
Other liabilities11,722 13,860 
Deferred income taxes393,939
 388,050
Total liabilities2,832,565
 2,904,429
Total liabilities1,220,471 1,297,885 
Commitments and Contingencies (Note 10)
 
Stockholders’ deficit:   
Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 32,031,952 shares issued, and 29,225,765 shares outstanding, at both September 30, 2017 and December 31, 2016320
 320
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding at both September 30, 2017 and December 31, 20161
 1
Treasury stock, at cost, 2,806,187 shares at both September 30, 2017 and December 31, 2016(229,310) (229,310)
Commitments and contingencies (Note 9)Commitments and contingencies (Note 9)00
Stockholders’ equity:Stockholders’ equity:
Class A common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 20,224,460 and 18,789,029 shares issued; 18,113,514 and 18,558,719 shares outstanding at June 30, 2022 and December 31, 2021, respectivelyClass A common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 20,224,460 and 18,789,029 shares issued; 18,113,514 and 18,558,719 shares outstanding at June 30, 2022 and December 31, 2021, respectively— — 
Convertible Class B common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 908,810 and 1,964,764 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectivelyConvertible Class B common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 908,810 and 1,964,764 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively— — 
Treasury stock, at cost, 2,110,946 and 230,310 shares at June 30, 2022 and December 31, 2021, respectivelyTreasury stock, at cost, 2,110,946 and 230,310 shares at June 30, 2022 and December 31, 2021, respectively(29,676)(2,977)
Additional paid-in-capital1,626,237
 1,624,815
Additional paid-in-capital345,427 342,233 
Accumulated deficit(1,887,439) (1,887,564)
Total stockholders’ deficit(490,191) (491,738)
Total liabilities and stockholders’ deficit$2,342,374
 $2,412,691
Retained earningsRetained earnings87,990 80,241 
Total stockholders’ equityTotal stockholders’ equity403,741 419,497 
Total liabilities and stockholders’ equityTotal liabilities and stockholders’ equity$1,624,212 $1,717,382 
See accompanying notes to the unaudited condensed consolidated financial statements.

3
CUMULUS MEDIA INC.
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSCumulus Media Inc.
(Dollars in thousands, except for share and per share data)Condensed Consolidated Statements of Operations
(Unaudited)
Dollars in thousands (except for share and per share data)Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
Net revenue$236,741 $224,718 $468,773 $426,446 
Operating expenses:
Content costs83,184 82,882 174,509 173,030 
Selling, general and administrative expenses96,835 93,063 192,127 183,161 
Depreciation and amortization13,815 13,163 27,369 26,573 
Local marketing agreement fees13 193 18 689 
Corporate expenses15,819 22,971 33,983 39,409 
Gain on sale or disposal of assets or stations(15)(179)(1,126)(462)
Total operating expenses209,651 212,093 426,880 422,400 
Operating income27,090 12,625 41,893 4,046 
Non-operating expense:
Interest expense(16,116)(18,091)(31,981)(35,640)
Gain on early extinguishment of debt1,597 — 1,597 — 
Other (expense) income, net(30)314 (53)174 
Total non-operating expense, net(14,549)(17,777)(30,437)(35,466)
Income (loss) before income taxes12,541 (5,152)11,456 (31,420)
Income tax (expense) benefit(3,887)(739)(3,707)3,611 
Net income (loss)$8,654 $(5,891)$7,749 $(27,809)
Basic and diluted loss per common share (see Note 8, "Earnings (Loss) Per Share"):
Basic: Earnings (Loss) per share$0.43 $(0.29)$0.38 $(1.36)
Diluted: Earnings (Loss) per share$0.42 $(0.29)$0.37 $(1.36)
Weighted average basic common shares outstanding20,322,260 20,475,348 20,474,168 20,447,553 
Weighted average diluted common shares outstanding20,568,512 20,475,348 20,782,674 20,447,553 
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Net revenue$287,240
 $286,136
 $841,801
 $841,859
Operating expenses:       
Content costs96,321
 115,348
 291,390
 312,526
Selling, general and administrative expenses119,293
 117,387
 354,189
 352,474
Depreciation and amortization15,208
 21,957
 47,610
 68,023
Local marketing agreement fees2,717
 2,481
 8,137
 10,351
Corporate expenses (including stock-based compensation expense of $354, $735, $1,422 and $2,403, respectively)10,853
 9,960
 32,281
 34,028
Gain on sale of assets or stations(83) (94,014) (2,585) (97,155)
Impairment of intangible assets—
 —
 —
 1,816
Total operating expenses244,309
 173,119
 731,022
 682,063
Operating income42,931
 113,017
 110,779
 159,796
Non-operating expense:
      
Interest expense(35,335) (34,929) (103,742) (103,896)
Interest income34
 139
 106
 364
Loss on early extinguishment of debt(1,063) —
 (1,063) —
Other (expense) income, net(36) 882
 (64) 1,598
Total non-operating expense, net(36,400) (33,908) (104,763) (101,934)
Income before income taxes6,531
 79,109
 6,016
 57,862
Income tax expense(5,257) (32,788) (6,465) (24,904)
Net income (loss)$1,274
 $46,321
 $(449) $32,958
Basic and diluted earnings (loss) per common share (see Note 8, “Earnings (Loss) Per Share”):  
    
Basic: Earnings (loss) per share$0.04
 $1.58
 $(0.02) $1.12
Diluted: Earnings (loss) per share$0.04
 $1.58
 $(0.02) $1.12
Weighted average basic common shares outstanding29,306,374
 29,275,111
 29,306,374
 29,268,885
Weighted average diluted common shares outstanding29,306,374
 29,275,111
 29,306,374
 29,268,885


See accompanying notes to the unaudited condensed consolidated financial statements.


CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

4
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Cumulus Media Inc.
Condensed Consolidated Statements of Stockholders' Equity
(Unaudited)
 Nine Months Ended September 30,
 2017 2016
Cash flows from operating activities:   
Net (loss) income$(449) $32,958
Adjustments to reconcile net (loss) income to net cash provided by operating activities:   
Depreciation and amortization47,610
 68,023
Amortization of debt issuance costs/discounts7,661
 7,325
Provision for doubtful accounts4,770
 1,188
Gain on sale of assets or stations(2,585) (97,155)
Loss on early extinguishment of debt1,063
 —
Impairment of intangible assets and goodwill—
 1,816
Deferred income taxes6,463
 25,086
Stock-based compensation expense1,422
 2,403
Changes in assets and liabilities:   
Accounts receivable(4,815) 21,817
Trade receivable306
 (813)
Prepaid expenses and other current assets(23,536) (9,169)
Other assets1,036
 (8,444)
Accounts payable and accrued expenses285
 (5,643)
Trade payable(910) 383
Other liabilities(4,196) (7,496)
Net cash provided by operating activities34,125
 32,279
Cash flows from investing activities:   
Restricted cash345
 3,431
Proceeds from sale of assets or stations6,090
 106,935
Capital expenditures(20,645) (16,704)
Net cash (used in) provided by investing activities(14,210) 93,662
Cash flows from financing activities:   
Repayment of borrowings under term loans and revolving credit facilities(81,652) —
Deferred financing costs(91) —
Proceeds from exercise of warrants—
 3
Net cash (used in) provided by financing activities(81,743) 3
(Decrease) increase in cash and cash equivalents(61,828) 125,944
Cash and cash equivalents at beginning of period131,259
 31,657
Cash and cash equivalents at end of period$69,431
 $157,601
Supplemental disclosures of cash flow information:   
Interest paid$82,844
 $83,122
Income taxes paid3,444
 3,814
Supplemental disclosures of non-cash flow information:   
Trade revenue$28,926
 $26,493
Trade expense27,847
 25,593
Transfer of deposit from escrow - Los Angeles land and building sale—
 6,000

For the six months ended June 30, 2022 and 2021
Dollars in thousandsClass A
Common Stock		Class B
Common Stock		Treasury
Stock
 Number of
Shares		Par
Value		Number of
Shares		Par
Value		Number of
Shares		ValueAdditional
Paid-In
Capital		Retained EarningsTotal
Balance at December 31, 202118,558,719 $— 1,964,764 $— 230,310 $(2,977)$342,233 $80,241 $419,497 
Net loss— — — — — — — (905)(905)
Shares returned in lieu of tax payments— — — — 137,857 (1,476)— — (1,476)
Issuance of common stock168,083 — — — — — — — — 
Stock based compensation expense— — — — — — 1,507 — 1,507 
Balance at March 31, 202218,726,802 $— 1,964,764 $— 368,167 $(4,453)$343,740 $79,336 $418,623 
Net income— — — — — — — 8,654 8,654 
Shares returned in lieu of tax payments— — — — 18,642 (223)— — (223)
Conversion of Class B common stock1,055,954 — (1,055,954)— — — — — — 
Issuance of common stock54,895 — — — — — — — — 
Stock based compensation expense— — — — — 1,687 — 1,687 
Treasury stock purchased under share repurchase program(1,724,137)— — — 1,724,137 (25,000)— — (25,000)
Balance at June 30, 202218,113,514 $— 908,810 $— 2,110,946 $(29,676)$345,427 $87,990 $403,741 
Balance at December 31, 202017,961,734 $— 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 stock298,347 — (298,347)— — — — — — 
Issuance of common stock67,635 — — — — — — — — 
Stock based compensation expense— — — — — — 1,057 — 1,057 
Balance at March 31, 202118,327,716 $— 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 stock77,754 — (77,754)— — — — — — — 
Issuance of common stock40,173 — — — — — — — — 
Stock based compensation expense— — — — — — 1,358 — 1,358 
Balance at June 30, 202118,445,643 $— 2,040,152 $— 226,659 $(2,937)$339,457 $35,155 $371,675 
See accompanying notes to the unaudited condensed consolidated financial statements.

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Cumulus Media Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Dollars in thousandsSix Months Ended June 30,
 20222021
Cash flows from operating activities:
Net income (loss)$7,749 $(27,809)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization27,369 26,573 
Amortization and write-off of debt issuance costs1,488 1,889 
Provision for doubtful accounts1,464 (1,296)
Gain on sale or disposal of assets or stations(1,126)(462)
Gain on early extinguishment of debt(1,597)— 
Deferred income taxes915 (3,955)
Stock-based compensation expense3,194 2,415 
Non-cash interest expense on financing liabilities1,752 2,008 
Non-cash imputed rental income(2,304)(2,222)
Changes in assets and liabilities (excluding acquisitions and dispositions):
Accounts receivable(3,687)23,010 
Trade receivable(472)(614)
Prepaid expenses and other current assets(13,941)(4,580)
Operating leases, net1,851 2,463 
Other assets(57)3,646 
Accounts payable and accrued expenses6,855 (977)
Trade payable1,174 323 
Other liabilities(103)279 
Net cash provided by operating activities30,524 20,691 
Cash flows from investing activities:
Proceeds from sale of assets or stations1,941 91 
Asset acquisition(120)— 
Proceeds from insurance reimbursement1,850 750 
Capital expenditures(11,609)(11,971)
Net cash used in investing activities(7,938)(11,130)
Cash flows from financing activities:
Repayment of borrowings under term loan(12,509)(113,171)
Repayments of borrowings under 6.75% senior notes(48,226)(3,141)
   Repayments of borrowings under the 2020 revolving credit facility— (60,000)
Proceeds from PPP loans— 20,000 
Treasury stock purchases(25,000)— 
Payment of contingent consideration(1,000)— 
Shares returned in lieu of tax payments(1,699)(523)
Transaction costs for financing liability— (7)
Proceeds from financing liability— 2,635 
Repayments of financing liabilities(2,358)(1,994)
Repayments of finance lease obligations(128)(143)
Net cash used in financing activities(90,920)(156,344)
Decrease in cash and cash equivalents(68,334)(146,783)
Cash and cash equivalents at beginning of period177,028 271,761 
Cash and cash equivalents at end of period$108,694 $124,978 
See accompanying notes to the unaudited condensed consolidated financial statements.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

1. DescriptionNature of Business, Interim Financial Data and Basis of Presentation:
Description of BusinessPresentation
Cumulus Media Inc. (and its consolidated subsidiaries, except as the context may otherwise require, “Cumulus,” “Cumulus"Cumulus Media,”" "we," "us," "our," or the “Company”"Company") is a Delaware corporation, organized in 2002,2018, and successor by merger to an Illinoisa Delaware corporation with the same name that had been organized in 1997.2002.
Nature of Business
A leader in the radio broadcasting industry, 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 (NASDAQ:CMLS) combinesengages listeners with high-quality local programming with iconic, nationally syndicated media,through 405 owned-and-operated stations across 86 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands to deliver premium content choices to the 245 million people reached each week through its 446 owned-and-operated stations broadcasting in 90 US media markets (including eight of the top 10), approximately 8,000 broadcast radio stations affiliated with its Westwood One network and numerous digital channels. Together, the Cumulus/Westwood One platforms make Cumulus Media one of the few media companies that can provide advertisers with national reach and local impact. Cumulus/Westwood One is the exclusive radio broadcast partner to some of the largest brands in sports, entertainment, news, and talk, including the NFL, the NCAA, the Masters, CNN, the Olympics, the GRAMMYs,AP, the Academy of Country Music Awards, the American Music Awards, the Billboard Music Awards,and many other world-class partners across more than 9,500 affiliated stations through Westwood One, News, the largest audio network in America; and more. Additionally, itinspires 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 nation's leading provider of country musiconly audio media company to provide marketers with local and lifestyle content through its NASH brand, which serves country fans nationwide through radio programming, exclusive digital content, and live events. national advertising performance guarantees. For more information visit www.cumulus.com.www.cumulusmedia.com.
Interim Financial DataBasis of Presentation
The accompanying unaudited condensed consolidated financial statements should be read in conjunction withCondensed Consolidated Financial Statements include the consolidated financial statementsaccounts of the Company and the notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The accompanying unaudited condensed consolidated financial statements include the condensed consolidated accounts of Cumulus and its wholly-owned subsidiaries, with allwholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has 1 reportable segment and presents the comparative periods on a consolidated basis to reflect the 1 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, 2016 condensed balance sheet data2021, was derived from the Company’s audited financial statements. Thestatements as of December 31, 2021, and our accompanying unaudited condensed consolidated financial statementsCondensed Consolidated Financial Statements as of June 30, 2022 and for the periods ended June 30, 2022 and 2021, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all ofcertain 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 and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal, recurring adjustments) necessary for a fair statement of the Company's results of operations for, andnot misleading. The financial condition as of the end of,and results for the interim periods have been made. The results of operations for the three and nine months ended September 30, 2017, the cash flows for the nine months ended September 30, 2017 and the Company’s financial condition as of September 30, 2017, are not necessarily indicative of the results of operations or cash flowsthose that canmay be expected for or the Company’s financial condition that can be expected as of the end of, any otherfuture interim period or for the fiscal year ending December 31, 2017.
Reverse Stock Split
On October 12, 2016, the Company effected a one-for-eight (1:8) reverse stock split (the "Reverse Stock Split"). As a result of the Reverse Stock Split, every eight shares of each class of the Company's outstanding common stock were combined into one share of the same class of common stock and the authorized shares of each class of the Company's common stock were reduced by the same ratio. No fractional shares were issuedfull year. The unaudited Condensed Consolidated Financial Statements herein should be read in connectionconjunction with the Reverse Stock Split. The number and exercise price of the Company's outstanding stock options and warrants were adjusted proportionally, as appropriate. The par value of the Company's common stock was not adjusted as a result of the Reverse Stock Split. All authorized, issued and outstanding stock and per share amounts contained within the accompanying unaudited condensedour consolidated financial statements and these footnotes have been adjusted to reflect this Reverse Stock Splitincluded in our Annual Report on Form 10-K for all periods presented retroactively, as appropriate.


the year ended December 31, 2021.
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 revenue recognition, 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 allocation.allocations. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances,circumstances. We assessed these aforementioned estimates and which formjudgments utilizing information reasonably available to us and considering the basisunknown 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 making judgments about the carrying valuesquarter ended June 30, 2022, our estimates may change based on the magnitude and duration of assets and liabilities that are not readily apparent fromCOVID-19, as well as other sources.factors. Actual amounts and results may differ materially from these estimates.

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 (deficit).equity. During the three and ninesix months ended SeptemberJune 30, 20172022 and 2016,2021, the
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Company had no items of other comprehensive income (loss) and, therefore, comprehensive income (loss) does not differ from reported net income (loss).

Liquidity and Going Concern Considerations

In accordance with the requirements of Accounting Standards Update (“ASU”), 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40), or Accounting Standards Codification ("ASC") 205-40, the Company has the responsibility to evaluate at each reporting period, including interim periods, whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations. In its evaluation for this report, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due for 12 months following the date of issuance of this Quarterly Report on Form 10-Q.
As of September 30, 2017, the Company had $69.4 million of cash and cash equivalents and $50.0 million of availability under its Securitization Facility (defined below). The Company has generated positive cash flows from operating activities of $34.1 million and $32.3 million for the nine months ended September 30, 2017 and 2016, respectively. The Company expects it will continue to generate positive cash flows from operating activities in the fourth quarter of 2017 and full year 2018. Although the servicing of the Company’s debt obligations requires a substantial amount of the cash generated, the Company anticipates that its current capital resources will enable it to meet its anticipated debt service obligations, operational expenses and capital expenditures through at least the third quarter of calendar year 2018, assuming that the Company’s lenders and other creditors do not accelerate any amounts due to them, as described in more detail below.
As of September 30, 2017, the Company had a $1.729 billion term loan under its Credit Agreement (defined below) and $610.0 million of 7.75% Senior Notes (defined below) outstanding. Amounts outstanding under the term loan mature on December 23, 2020 and the 7.75% Senior Notes mature on May 1, 2019. Notwithstanding these maturity dates, and as disclosed further in Note 4, the Credit Agreement includes a springing maturity provision that provides that if on January 30, 2019 the aggregate principal amount of 7.75% Senior Notes outstanding exceeds $200.0 million, the maturity date of the term loan will be accelerated to January 30, 2019. If the Company is unable to refinance or extend its term loan or the 7.75% Senior Notes, or take other steps to create additional liquidity or otherwise avoid the occurrence of the springing maturity, forecasted cash flows would not be sufficient for the Company to meet its obligations as of January 30, 2019.
As discussed further in Note 13, on October 30, 2017, the Restructuring Committee of the Board of Directors authorized the Company to forgo the scheduled interest payment on the 7.75% Senior Notes on November 1, 2017 of approximately $23.6 million and thus enter into the applicable 30-day grace period under the terms of the indenture governing such notes (the “Indenture”). This nonpayment constitutes a “default” under the terms of the Indenture, which matures into an “Event of Default” (as defined in the Indenture) if such “default” is not cured or waived before the expiration of the 30-day grace period on December 1, 2017. Upon the occurrence of an Event of Default, the trustee under the Indenture, or the holders of a specified percentage of 7.75% Senior Notes, may declare all outstanding amounts immediately due and payable. Such an Event of Default would also constitute an event of default under the Credit Agreement, which would permit the lenders thereunder to declare all amounts outstanding under the Credit Agreement to be immediately due and payable.
As previously disclosed, the Company, with the assistance of outside advisors, is in private discussions with its lenders and the holders of its 7.75%Senior Notes to proactively restructure its balance sheet and reduce its debt. Such restructuring or refinancing transactions could include the issuance of additional equity securities in satisfaction of a portion of our

indebtedness outside of the protections of Chapter 11 of the U.S. Bankruptcy Code. We cannot provide any assurances of our ability to timely complete any such transactions, or the structure or likelihood of success thereof. If the Company is unsuccessful in restructuring or refinancing its indebtedness outside the court-approved process, it could seek to effectuate a restructuring under the protection of Chapter 11 of the U.S. Bankruptcy Code.
Based on the significance of the Company's debt balance and the potential that the Company could seek protection from creditors under Chapter 11 of the U.S. Bankruptcy Code, the Company determined that, as a result of these two factors and as required by the accounting guidance cited above, there is substantial doubt as to the Company’s ability to continue as a going concern for a period of 12 months following the date of issuance of this Quarterly Report on Form 10-Q.
Notwithstanding the aforementioned, the accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the ability to continue as a going concern.

Out of Period Adjustment

In connection with the preparation of certain prior period unaudited condensed consolidated financial statements, the Company recorded a correction of an immaterial misstatement that occurred in periods prior thereto, which resulted in an increase in content costs of $3.6 million in the second quarter of 2016. The correction related to the Radio Station Group segment only and was not material to the prior year quarterly or annual results.
Assets Held for Sale
During the year ended December 31, 2015, the Company entered into an agreementLong-lived assets to sell certain land in the Company's Washington, DC market to a third party. The closing of the transaction is subject to various conditions and approvals, which remain pending. The identified asset has beenbe sold are classified as held for sale in the accompanying unaudited condensed consolidated balance sheets at Septemberperiod in which they meet all the criteria for the disposal of long-lived assets. As of June 30, 20172022 and December 31, 2016. 2021, assets held for sale were not material.
Supplemental Cash Flow Information
The estimated fair value of the landfollowing summarizes supplemental cash flow information to be disposedread in conjunction with the unaudited Condensed Consolidated Statements of is in excess of its carrying value.Cash Flows for the six months ended June 30, 2022 and 2021:
Adoption of New Accounting Standards
Six Months Ended June 30,
20222021
Supplemental disclosures of cash flow information:
Interest paid$29,050 $31,876 
Income taxes paid5,270 5,480 
Supplemental disclosures of non-cash flow information:
Trade revenue$24,202 $18,777 
Trade expense23,872 18,479 
Noncash principal change in financing liabilities(342)(22)
ASU 2016-09 - Compensation - Stock Compensation ("ASU 2016-09"). In March 2016, the FinancialRecent Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, which provides guidance for employee stock-based payments. This update removes the requirement that reporting entities present tax benefits as excess cash flows from financing activities and cash flows from operating activities. As a result of this amendment, cash flows related to excess tax benefits will be classified only in operating activities. The Company adopted Updates
ASU 2016-09 effective January 1, 2017. As a result of adoption, in the first quarter of 2017, the Company recorded an adjustment to accumulated deficit of approximately $0.6 million to recognize net operating loss carryforwards attributable to excess tax benefits on stock compensation that had not been previously recognized in additional paid in capital. The Company is continuing its practice of estimating forfeitures and recording cash paid for withholding taxes as a financing activity.
ASU 2017-042016-13 - IntangiblesFinancial Instruments - Goodwill and OtherCredit Losses (Topic 326) ("ASU 2017-04"2016-13"). In January 2017,June 2016, the FASB issued ASU 2017-042016-13 which requires entities to simplifyestimate 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 accounting for goodwill impairment. The update eliminatesprevious incurred losses model primarily in that the requirementloss recognition threshold of "probable" has been eliminated and that expected loss should consider reasonable and supportable forecasts in addition to perform Step 2the previously considered past events and current 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 goodwill impairment test,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 requires a hypothetical purchase price allocation. Upon effectiveness of this update, a goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance remains substantially unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary.effective. The new standard iswas effective for fiscal years, and interim periods withinpublic business entities, excluding Smaller Reporting Companies ("SRC"), for fiscal years beginning after December 15, 2019, with early adoption permitted.and interim periods within those fiscal years. The impact on the Company's financial statements of it not being required to perform Step 2 to measure the amount of any potential goodwill impairment will depend on various factors determined by the Company's annual impairment test which will be performed onstandard is effective for SRCs for fiscal years beginning after December 31, 2017.15, 2022. Early adoption is permitted for any impairment tests performedannual periods beginning after January 1, 2017.December 15, 2018, and interim periods within those fiscal years. The Company adoptedis currently evaluating the impact of adopting ASU 2017-04 effective January 1, 2017.2016-13 on its unaudited Condensed Consolidated Financial Statements.
Recent Accounting Standards Updates
ASU 2014-09 and related updates - 2. Revenues
Revenue from Contracts with Customers ("ASU 2014-09"). In May 2014, the FASB issued ASU 2014-09 which outlines a single comprehensive revenue model for entities to use in accounting for revenue arising from contracts with customers. The guidance supersedes most current revenue recognition guidance, including industry-Recognition

specific guidance. The core principleRevenues are recognized when control of the single comprehensive revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services are transferred to customersthe customer, in an amount that reflects the consideration to which the entityCompany expects to be entitled in exchange for those goods or services.”
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The following table presents revenues disaggregated by revenue source (dollars in thousands):
Three Months Ended June 30,
20222021
Broadcast radio revenue:
Spot$127,009 $120,886 
Network48,713 55,346 
Total broadcast radio revenue175,722 176,232 
Digital37,801 31,422 
Other23,218 17,064 
Net revenue$236,741 $224,718 
Six Months Ended June 30,
20222021
Broadcast radio revenue:
Spot$230,922 $213,783 
Network113,986 117,375 
Total broadcast radio revenue344,908 331,158 
Digital69,694 58,501 
Other54,171 36,787 
Net revenue$468,773 $426,446 
Broadcast Radio Revenue
Most of our revenue is generated through the sale of terrestrial, broadcast radio spot advertising time to local, regional, and national clients. In August 2015,addition to local, regional and national spot advertising revenues, we monetize our available inventory in the FASB issued ASU 2015-14 - Deferralnetwork sales marketplace. To effectively deliver network advertising for our customers, we distribute content and programming through third party affiliates to reach a broader national audience.
Digital Revenue
We generate digital advertising revenue from the sale of advertising and promotional opportunities across our podcasting network, streaming audio network, websites, mobile applications and digital marketing services. We operate streaming audio advertising networks in the Effective Date ("ASU 2015-14")U.S., which delayed the effective dateincluding owned and operated internet radio simulcasted stations with either digital ad-inserted or simulcasted ads. We sell display ads across local radio station websites, mobile applications, and ancillary custom client microsites. We also sell premium advertising adjacent to, or embedded in, podcasts through our network of ASU 2014-09 by one year. ASU 2014-09, as amended, is effective for fiscal years,owned and interim reporting periods within those years, beginning after December 15, 2017. Earlier application is permitted only asdistributed podcasts. In addition, we sell an array of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In March 2016, the FASB issued ASU 2016-08 - Principal versus Agent Considerations ("ASU 2016-08") which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10 - Identifying Performance Obligations and Licensing ("ASU 2016-10") which amends the revenue recognition guidance on accounting for licenses of intellectual property and identifying performance obligations as well as clarifies when a promised good or service is separately identifiable. In May 2016, the FASB issued ASU 2016-12 - Narrow-Scope Improvements and Practical Expedients ("ASU 2016-12") which provides clarifying guidance in certain narrow areasdigital marketing services such as, an assessment of collectability, presentation of sales taxes, noncash consideration,email marketing, geo-targeted display and completed contractsvideo solutions, website and contract modifications at transition as well as adds certain practical expedients. In December 2016, the FASB issued ASU 2016-20 - Technical Correctionsmicrosite building and Improvements ("ASU 2016-20") which provides technical correctionshosting, social media management, reputation management and improvementssearch engine marketing and optimization within our Cumulus C-Suite digital marketing solutions portfolio to Topic 606. In March 2017, the FASB issued ASU 2017-05 - Clarifying the Scope of Asset Derecognition Guidanceexisting and Accountingnew advertisers.
Other Revenue
Other revenue includes trade and barter transactions, remote and event revenues, and non-advertising revenue. Non-advertising revenue represents fees received for Partial Sales of Nonfinancial Assets ("ASU 2017-05") which clarifies the scope of Subtopic 610-20licensing content, imputed tower rental income, satellite rental income, revenues from our digital commerce platform, and adds guidance for partial sales of non-financial assets, including partial sales of real estate. In May 2017, the FASB issued ASU 2017-10 - Determining the Customer of the Operation Services ("ASU 2017-10") which clarifies the diversity in practice in how an operating entity determines the customer of the operation services for transactions within the scope of ASC 853, Service Concession Arrangements by clarifying that the grantor is the customer of the operation services in all cases for those arrangements. The amendments also allow for a more consistent application of other aspects of the revenue guidance, which are affected by this customer determination. The amendments in ASU 2014-09, ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12, ASU 2016-20, ASU 2017-05proprietary software licensing.
Trade and ASU 2017-10 may be applied either retrospectively to each prior period presented or retrospectively with the cumulative effect of initially applying such updates at the date of initial application.Barter Transactions                        
The Company plansprovides 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 adopt the new standard using a modified retrospective approach effective January 1, 2018.

The Company created a revenue recognition implementation team to oversee the planning, testing and implementation of ASC 606. The responsibilities of this team include developing an appropriate testing methodology, performing the testing of contracts and evaluating the impact of the new revenue recognition standardbe broadcast on the Company's financial statements. The revenue recognition implementation team meets on a regular basis and have created a detailed timetable to ensure the Company is on paceairwaves, for the required 2018 adoption. The initial scoping procedures have been completed and material revenue streams have been identified.

The Company continues to assess the potential impacts of the new standard, includingcommercial advertising inventory, usually in the areas described above,form of commercial placements inside the show exchanged. Trade and anticipates adoptionbarter value is based upon management's estimate of this standard could have a material impact on its consolidated financial statements; however, the Company cannot reasonably estimate quantitative information related to the impact of the new standard on its financial statements at this time.
ASU 2016-01 - Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"). In January 2016, the FASB issued ASU 2016-01 which enhances the reporting model for financial instruments including aspects of recognition, measurement, presentation and disclosure. The new guidance revises the accounting requirements related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. The update also changes certain disclosure requirements associated with the fair value of financial instruments. These changes will require an entitythe 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.
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Trade and barter expense is recorded when goods or services are consumed. For the three months ended June 30, 2022 and 2021, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $12.3 million and $8.5 million, respectively; and (2) trade and barter expenses of $12.7 million and $8.9 million, respectively. For the six months ended June 30, 2022 and 2021, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $24.2 million and $18.8 million, respectively; and (2) trade and barter expenses of $23.9 million and $18.5 million, respectively.
Capitalized Costs of Obtaining a Contract
The Company capitalizes certain incremental costs of obtaining contracts with customers which it expects to measure, at fair value, investments in equity securitiesrecover. 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 other ownership interests in an entity - including investments in partnerships, unincorporated joint ventures and limited liability companies that do not result in consolidation andrenewal commission rates are not accounted for undercommensurate, management capitalizes commissions and amortizes the equity method -capitalized commissions over the average customer life. These costs are recorded within selling, general and recognize the changesadministrative expenses in fair value within net income. ASU 2016-01 will be effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. Early adoption is not permitted, except for certain amendments within the ASU. The Company does not expect adoptionour unaudited Condensed Consolidated Statements of this guidance to have a material impact on its financial condition, results of operation or disclosures.
ASU 2016-02 - Leases ("ASU 2016-02"). In February 2016, the FASB issued ASU 2016-02 which provides updated guidance for the accounting for leases. This update requires lessees to recognize assets and liabilities for the rights and obligations created by leases with a term longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 will be effective for fiscal years beginning after December 15, 2018, and interim periods thereafter. A modified retrospective transition method is required, with the option to elect certain practical expedients. Early adoption is permitted. The Company is currently assessing the impact that ASU 2016-02 will have on its consolidated financial statements.

ASU 2016-15 - Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). In August 2016, the FASB issued ASU 2016-15 which provides guidance for several new and/or revised disclosures pertaining to the classification of certain cash receipts and cash payments on the statement of cash flows, including contingent consideration payments made after a business acquisition. ASU 2016-15 will be effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial condition, results of operation or disclosures.
ASU 2016-16 - Intra-Entity Transfers of Assets Other Than Inventory ("ASU 2016-16"). In October 2016, the FASB issued ASU 2016-16 which provides guidance for the accounting for the income tax consequences of intra-entity transfers of assets other than inventory when the transfer occurs between entities in different tax jurisdictions. ASU 2016-16 will be effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial condition, results of operation or disclosures.
ASU 2016-18 - Restricted Cash ("ASU 2016-18"). In November 2016, the FASB issued ASU 2016-18 which provides guidance for the accounting for the disclosure of restricted cash on the Statement of Cash Flows. ASU 2016-18 will be effective for fiscal years beginning after December 15, 2017, and interim periods thereafter. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial condition, results of operation or disclosures.Operations. As of SeptemberJune 30, 20172022 and December 31, 2016,2021, the Company hadrecorded an asset of approximately $7.7$7.2 million and $8.0$6.7 million, in restricted cash, respectively, related to the unamortized portion of commission expense on its consolidated balance sheets. Upon adoptionnew local direct revenue.
3. Intangible Assets
The gross carrying amount and accumulated amortization of ASU 2016-18, restricted cash balances will be included along with cash and cash equivalentsthe Company’s intangible assets as of the end of the period and beginning of the period, respectively, in the Company's consolidated Statement of Cash Flows for all periods presented; additionally, separate line items showing changes in restricted cash balances will be eliminated from its consolidated statement of cash flows.
ASU 2017-01 - Clarifying the Definition of a Business ("ASU 2017-01"). In January 2017, the FASB issued guidance that clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The new standard is effective for fiscal years, and interim periods within fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial condition, results of operation or disclosures.
ASU 2017-09 - Scope of Modification Accounting ("ASU 2017-09"). In May 2017, the FASB issued an update to guidance on Topic 718, Compensation—Stock Compensation that clarifies when changes to the terms or conditions of a share-based award must be accounted for as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. ASU 2017-09 will be effective for all entities for annual periods, and interim periods within annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its financial condition, results of operation or disclosure.

2. Restricted Cash
As of SeptemberJune 30, 20172022 and December 31, 2016, the Company’s balance sheet included approximately $7.7 million and $8.0 million, respectively, in restricted cash. Restricted cash is used primarily to collateralize standby letters of credit for certain leases and insurance policies in addition to securing certain transactions2021 are as dictated by the financial institutions used by the Company.


3. Intangible Assets and Goodwill

The following tables present goodwill and accumulated impairment losses on a segment and consolidated basis as of January 1, 2017 and September 30, 2017follows (dollars in thousands):
Radio Station Group
Balance as of January 1, 2017: 
       Goodwill$1,278,526
Accumulated impairment losses(1,278,526)
Total$—
Balance as of September 30, 2017: 
Goodwill1,278,526
Accumulated impairment losses(1,278,526)
Total$—
Westwood One
Balance as of January 1, 2017: 
       Goodwill$304,280
Accumulated impairment losses(169,066)
Total$135,214
Balance as of September 30, 2017: 
Goodwill304,280
Accumulated impairment losses(169,066)
Total$135,214
Consolidated
Balance as of January 1, 2017: 
       Goodwill$1,582,806
Accumulated impairment losses(1,447,592)
Total$135,214
Balance as of September 30, 2017: 
Goodwill1,582,806
Accumulated impairment losses(1,447,592)
Total$135,214

Indefinite-LivedDefinite-LivedTotal
Gross Carrying Amount
FCC licenses		TrademarksAffiliate and producer relationshipsBroadcast advertisingTower income contractsOther
Balance as of December 31, 2021$823,905 $19,749 $145,000 $32,000 $13,580 $11,053 $1,045,287 
Acquisition— 120 — — — — 120 
Dispositions(768)— — — — — (768)
Balance as of June 30, 2022$823,137 $19,869 $145,000 $32,000 $13,580 $11,053 $1,044,639 
Accumulated Amortization
Balance as of December 31, 2021$— $— $(43,598)$(22,933)$(5,408)$(11,053)$(82,992)
Amortization Expense— — (7,410)(3,200)(754)— (11,364)
Balance as of June 30, 2022$— $— $(51,008)$(26,133)$(6,162)$(11,053)$(94,356)
Net Book Value as of June 30, 2022$823,137 $19,869 $93,992 $5,867 $7,418 $— $950,283 
The following table shows the Company'sCompany performs impairment testing of its indefinite-lived intangible asset balancesassets annually as of December 31 2016 and September 30, 2017, as well as dispositions and amortization during the period (dollars in thousands):

Intangible Assets:
 FCC Licenses Definite-Lived Total
Balance as of December 31, 2016$1,540,183
 $116,499
 $1,656,682
Dispositions(465) —
 (465)
Amortization—
 (26,130) (26,130)
Balance as of September 30, 2017$1,539,718
 $90,369
 $1,630,087


The Company performs annual impairment testing of its Federal Communications Commission ("FCC") licenses and goodwill as of December 31, each year and on an interim basis if management believes events or circumstances indicate that FCC licenses or goodwillits indefinite-lived intangible assets may be impaired. The Company reviews the carrying valueamount of its definite-lived intangible assets, primarily broadcast licenses,advertising and affiliate relationships, for recoverability prior to its annual impairment test of goodwill and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. EventsThe 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 June 30, 2022. We will continue to monitor changes in economic and market conditions, including those related to COVID-19, and if any events or circumstances did not necessitateindicate a triggering event has occurred, we will perform an interim impairment test as of September 30, 2017.our intangible assets at the appropriate time.
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4. Long-Term Debt
The Company’s long-term debt consisted of the following as of SeptemberJune 30, 20172022 and December 31, 20162021 (dollars in thousands):
June 30, 2022December 31, 2021
Term Loan due 2026$343,731 $356,240 
6.75% Senior Notes399,872 449,695 
Less: Total unamortized debt issuance costs(5,773)(7,011)
Long-term debt, net$737,830 $798,924 
 September 30, 2017 December 31, 2016
Term loan:   
Term loan$1,728,614
 $1,810,266
            Less: unamortized term loan discount and debt issuance costs(23,054) (29,909)
Total term loan1,705,560
 1,780,357
7.75% senior notes:610,000
 610,000
             Less: unamortized debt issuance costs(4,335) (6,200)
Total 7.75% senior notes605,665
 603,800
Less: Current portion of long-term debt—
 —
Long-term debt, net$2,311,225
 $2,384,157
Amended and RestatedRefinanced Credit Agreement (Term Loan due 2026)
On December 23, 2013,September 26, 2019, the Company entered into a new credit agreement by and among Cumulus Media New Holdings Inc., a Delaware corporation and an Amended and Restated Credit Agreement (the “Credit Agreement”), amongindirect wholly-owned subsidiary of the Company ("Holdings"), Cumulus Media HoldingsIntermediate, Inc. ("Intermediate"), a direct wholly-owned subsidiary of the Company, (“Cumulus Holdings”)and certain other subsidiaries of the Company, Bank of America, N.A., as borrower,Administrative Agent, and certain lendersthe other banks and agents. Thefinancial institutions party thereto as Lenders (the "Refinanced Credit Agreement"). Pursuant to the Refinanced Credit Agreement, consists ofthe 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”"Term Loan due 2026") maturing in December 2020 and a $200.0 million revolving credit facility, with a $30.0 million sublimit for letters, which was used to refinance the remaining balance of creditthe then outstanding term loan (the “Revolving Credit Facility”"Term Loan due 2022") maturing in December 2018..
At September 30, 2017, and December 31, 2016, the Company had $1.729 billion and $1.810 billion, respectively,Amounts outstanding under the Term Loan and no amounts outstanding under the Revolving Credit Facility.

On August 29, 2017, we used proceeds from sale of certain land and buildings to repay approximately $81.7 million of the Term Loan borrowings.

Notwithstanding the stated maturity date of the Term Loan, if on January 30, 2019, the aggregate principal amount of 7.75% Senior Notes outstanding exceeds $200.0 million, the Term Loan maturity date shall be accelerated to January 30, 2019.

Borrowings under theRefinanced Credit Agreement bear interest at the option of Cumulus Holdings, based on the Base Rate (as defined below) ora per annum rate equal to (i) the London InterbankInter-bank Offered Rate (“LIBOR”("LIBOR"), plus 3.25% on LIBOR-based borrowings and 2.25% on Base Rate-based borrowings. LIBOR-based borrowings arean applicable margin of 3.75%, subject to a LIBOR floor of 1.0% under1.00%, or (ii) the Term Loan.Alternative Base Rate-based borrowings areRate (as defined below) plus an applicable margin of 2.75%, subject to aan Alternative Base Rate floor of 2.0% under the Term Loan.2.00%. The Alternative Base Rate is defined, for any day, as the rate per annum rate equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 0.5%1/2 of 1.0%, (ii) the prime commercial lendingrate identified by Bank of America, N.A. as its "Prime Rate" and (iii) one-month LIBOR plus 1.00%. As of June 30, 2022, the Term Loan due 2026 bore interest at a rate of JPMorgan Chase Bank, N.A., as established from time to time, and (iii) 30 day LIBOR plus 1.0%. 4.75% per annum.
Amounts outstanding under the Term Loan due 2026 amortize at a ratein equal quarterly installments of 1.0% per annum0.25% of the original principal amount of the Term Loan payable quarterly,due 2026 with the balance payable on the maturity date. At September 30, 2017,As a result of the mandatory prepayments discussed below, the Company is no longer required to make such quarterly installments. The maturity date of the Term Loan bore interest at 4.49% per annum.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. As a result of certain of the Company's sales and dispositions and Excess Cash Flow (as defined in the Term Loan due 2026), the Company was required by the provisions of the Term Loan due 2026 to prepay certain amounts outstanding under the facility. The Company made prepayments to the Term Loan due 2026 of approximately $49.0 million, $112.0 million and $12.5 million, in September 2020, May 2021 and March 2022, respectively. In connection with the prepayments, the Company wrote-off approximately $0.4 million, $0.9 million and $0.1 million of debt issuance costs, respectively.
As of June 30, 2022, 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 entered into a $100.0 million revolving credit facility (the "2020 Revolving Credit Facility") pursuant to a Credit Agreement (the "2020 Revolving Credit Agreement"), dated as of March 6, 2020, with Fifth Third Bank, as a lender and Administrative Agent and certain other lenders from time to time party thereto. On June 3, 2022, Holdings, the Borrowers and Intermediate entered into a fifth amendment (the "Amendment") to the 2020 Revolving Credit Agreement. The Amendment, among other things, (i) extended the maturity date of all borrowings under the 2020 Revolving Credit Facility to June 3, 2027, provided, that if any of the Company’s indebtedness with an aggregate principal amount in excess of $35.0 million is outstanding on the date that is 90 days prior to the stated maturity of such indebtedness (each such date, a "Springing Maturity Date"), then the maturity date of all borrowings under the 2020 Revolving Credit Facility will instead be such Springing Maturity Date, and (ii) modified certain terms of the 2020 Revolving Credit Facility to replace the relevant benchmark provisions from the London Interbank Offered Rate to the Secured Overnight Financing Rate ("SOFR"). Except as modified by the Amendment, the existing terms of the 2020 Revolving Credit Agreement remained in effect.
Availability under the 2020 Revolving Credit Facility is tied to a borrowing base equal to 85% of the accounts receivable of the Borrowers, subject to customary reserves and eligibility criteria and reduced by outstanding letters of credit.
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Table of Contents
Under the terms2020 Revolving Credit Facility, up to $10.0 million of the Credit Agreement, a commitment feeavailability may be drawn in the amountform of 0.50%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 SOFR plus (i) 0.10% and (ii) a percentage spread of 1.00% or the Alternative Base Rate. The Alternative Base Rate is defined, for any day, as the per year, payable monthly, is payable onannum rate equal to the rate identified as the "Prime Rate" by Fifth Third Bank. In addition, the unused portion of the commitments.2020 Revolving Credit Facility will be subject to a commitment fee of 0.25%.

The representations, covenants and eventsissuance of default in the Credit Agreement are customary for financing transactions of this nature. Events of default in the Credit Agreement include, among others: (a) the failure to pay obligations when due; (b) the failure to comply with (and not timely remedy, if applicable) certain covenants; (c) certain defaults and accelerations under other indebtedness; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against the Company or any of

its restricted subsidiaries; (f) the loss, revocation or suspension of, or any material impairment in the ability to use one or more of, any material FCC licenses; (g) any representation of warranty made, or report, certificate or financial statement delivered to the lenders subsequently proven to have been incorrect in any material respect; and (h) the occurrence of a Change in Control (as defined in the Credit Agreement). Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the2020 Revolving Credit Agreement and the ancillary loan documentsAmendment were evaluated in accordance with ASC 470-50-40 - Debt-Modifications and Extinguishments-Derecognition, to determine whether the transactions should be accounted for as a secured party.

Indebt modification or extinguishment. At issuance of the event amounts are outstanding under the2020 Revolving Credit Facility or any letters of credit are outstanding that have not been collateralized by cash as of the end of each quarter, the Credit Agreement, requires compliance with a consolidated first lien leverage ratio covenant. The required ratio at September 30, 2017 was 4.25 to 1.0, and the first lien net leverage ratio covenant periodically decreases until it reaches 4.0 to 1.0 on March 31, 2018. At September 30, 2017, the Company's actual leverage ratio was in excess of the required ratio. The Company had no borrowings outstanding under the Revolving Credit Facility.
Certain mandatory prepayments on the Term Loan are required upon the occurrence of specified events, including upon the incurrence of certain additional indebtedness, upon the sale of certain assets and upon the occurrence of certain condemnation or casualty events, and from excess cash flow.    
The Company’s, Cumulus Holdings’ and their respective restricted subsidiaries’ obligations under the Credit Agreement are collateralized by a first priority lien on substantially all of the Company’s, Cumulus Holdings’ and their respective restricted subsidiaries’ assets (excluding the Company’s accounts receivable collateralizing the Company's revolving accounts receivable securitization facility (the “Securitization Facility”) with Wells Fargo Capital Finance ("Wells Fargo") as described below) in which a security interest may lawfully be granted, including, without limitation, intellectual property and substantially all of the capital stock of the Company’s direct and indirect domestic wholly-owned subsidiaries and 66% of the capital stock of any future first-tier foreign subsidiaries. In addition, Cumulus Holdings’ obligations under the Credit Agreement are guaranteed by the Company and substantially allexpensed approximately $0.6 million of its restricted subsidiaries, other than Cumulus Holdings.
As described in more detail in Note 13, "Subsequent Events", on October 30, 2017, the Restructuring Committee of the Board of Directors authorized the Company to forgo the November 1, 2017, scheduled interest payment on the Company's 7.75% Senior Notes (defined below), thereby entering into the applicable 30-day grace period under the terms of the Indenture. This nonpayment constitutes a "default" under the terms of such Indenture, which matures into an "Event of Default" if not cured or waived before the expiration of the 30-day grace period on December 1, 2017. Such an Event of Default, if and when it occurs, would also be an event of default under the Credit Agreement.
7.75% Senior Notes
On May 13, 2011, the Company issued $610.0 million aggregate principal amount of 7.75% Senior Notes due 2019 (the "7.75% Senior Notes"). Proceeds from the sale of the 7.75% Senior Notes were used to, among other things, repay the $575.8 million outstanding under the term loan facility under the Company's prior credit agreement.
On September 16, 2011, the Company and Cumulus Holdings entered into a supplemental Indenture which provided for, among other things, the (i) assumption by Cumulus Holdings of all obligations of the Company; (ii) substitution of Cumulus Holdings for the Company as issuer; (iii) release of the Company from all obligations as original issuer; and (iv) Company’s guarantee of all of Cumulus Holdings’ obligations, in each case under the indenture and the 7.75% Senior Notes.
Interest on the 7.75% Senior Notes is payable on each May 1 and November 1 of each year. The 7.75% Senior Notes mature on May 1, 2019.
Cumulus Holdings, as issuer of the 7.75% Senior Notes, may redeem all or part of the 7.75% Senior Notes at any time at a price equal to 100% of the principal amount, plus a “make-whole” premium. If Cumulus Holdings sells certain assets or experiences specific kinds of changes in control, it will be required to make an offer to purchase the 7.75% Senior Notes.
In connection with the substitution of Cumulus Holdings as the issuer of the 7.75% Senior Notes, the Company also guaranteed the 7.75% Senior Notes. In addition, each existing and future domestic restricted subsidiary that guarantees the Company’s indebtedness, Cumulus Holdings’ indebtedness or indebtedness of the Company’s subsidiary guarantors (other than the Company’s subsidiaries that hold the licenses for the Company’s radio stations) guarantees, and will guarantee, the 7.75% Senior Notes. The 7.75% Senior Notes are senior unsecured obligations of Cumulus Holdings and rank equally in right of payment to all existing and future senior unsecured debt of Cumulus Holdings and senior in right of payment to all future subordinated debt of Cumulus Holdings. The 7.75% Senior Notes guarantees are the Company’s and the other guarantors’ senior unsecured obligations and rank equally in right of payment to all of the Company’s and the other guarantors’ existing and future senior debt and senior in right of payment to all of the Company’s and the other guarantors’ future subordinated debt.

The 7.75% Senior Notes and the guarantees are effectively subordinated to any of Cumulus Holdings’, the Company’s or the guarantors’ existing and future secured debt to the extent of the value of the assets securing such debt. In addition, the 7.75% Senior Notes and the guarantees are structurally subordinated to all liabilities of the Company and its subsidiaries.
The Indenture contains representations, covenants and events of default customary for financing transactions of this nature. As described in more detail in Note 13, “Subsequent Events", on October 30, 2017, the Restructuring Committee of the Board of Directors authorized the Company to forgo the November 1, 2017 scheduled interest payment on the 7.75% Senior Notes, thereby entering into the applicable 30-day grace period under the Indenture. This nonpayment constitutes a “default” under the Indenture, which matures into an “Event of Default” if not cured or waived before the expiration of the 30-day grace period on December 1, 2017. Upon the occurrence of an Event of Default, the trustee under the Indenture, or the holders of a specified percentage of 7.75% Senior Notes, may declare all outstanding amounts due and payable. Such an “Event of Default”, if and when it occurs, would also be an event of default under the Credit Agreement.
Accounts Receivable Securitization Facility
On December 6, 2013, the Company entered into a 5-year, $50.0 million Securitization Facility with Wells Fargo (as successor to General Electric Capital Corporation), as a lender, swingline lender and administrative agent (together with any other lenders party thereto from time to time, the “Lenders”).

In connection with the entry into the Securitization Facility, pursuant to a Receivables Sale and Servicing Agreement, dated as of December 6, 2013 (the “Sale Agreement”), certain subsidiaries of the Company (collectively, the “Originators”) sell and/or contribute their existing and future accounts receivable (representing up to all of the Company’s accounts receivable) to a special purpose entity and wholly-owned subsidiary of the Company (the “SPV”). The SPV may thereafter make borrowings from the Lenders, which borrowings are secured by those receivables, pursuant to an Amended and Restated Receivables Funding and Administration Agreement, dated as of March 15, 2017 (the “Funding Agreement”). Cumulus Holdings services the accounts receivable on behalf of the SPV.

Advances available under the Funding Agreement at any time are based on advance rates relating to the value of the eligible receivables held by the SPV at that time. The Securitization Facility matures on December 6, 2018, subject to earlier termination at the election of the SPV. Advances bear interest based on either LIBOR plus 2.50% or the Index Rate (as defined in the Funding Agreement) plus 1.00%. The SPV is also required to pay a monthly fee based on any unused portion of the Securitization Facility. The Securitization Facility contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type.

At September 30, 2017 and December 31, 2016, there were no amounts outstanding under the Securitization Facility.
Amortization of Debt Discount and Debt Issuance Costs
For the three and nine months ended September 30, 2017, the Company amortized $2.6 million and $7.7 million, respectively, of debt discount andunamortized debt issuance costs related to itsthe exiting lender in 2020. Costs incurred with third parties for issuance of the 2020 Revolving Credit Agreement totaled approximately $0.4 million and were capitalized and amortized over the original term of the 2020 Revolving Credit Agreement. Costs incurred for the Amendment were not material. The total remaining unamortized debt issuance costs will be amortized over the new term.
On May 17, 2021, the Company completed a $60.0 million repayment of the 2020 Revolving Credit Facility. As of June 30, 2022, $4.7 million was outstanding under the 2020 Revolving Credit Facility, representing letters of credit. As of June 30, 2022, 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 7.75%are being amortized over the term of the 6.75% Senior Notes. For
As a result of certain of the threeCompany's sales and nine months ended September 30, 2016,dispositions, the Company amortized $2.5was required by the provisions of the indenture governing the 6.75% Senior Notes to offer to prepay certain amounts outstanding under the 6.75% Senior Notes. In connection with such offers, the Company accepted and cancelled $47.2 million in aggregate principal amount of the 6.75% Notes in November 2020, and $7.3wrote-off approximately $0.6 million respectively, of debt discount and debt issuance costs related to its Term Loanthe 6.75% Notes accepted and 7.75%canceled in the transaction, and the Company accepted and cancelled approximately $3.0 million in aggregate principal amount of the 6.75% Notes in May 2021.
During the second quarter of 2022, the Company repurchased $49.8 million principal amount of the 6.75% Senior Notes. The repurchase resulted in a gain on extinguishment of debt of approximately $1.6 million. The 6.75% Senior Notes were repurchased with cash on hand. As a result of the repurchases, the Company wrote-off approximately $0.5 million of debt issuance costs.
As of June 30, 2022, the Issuer was in compliance with all required covenants under the Indenture.


5. Fair Value Measurements
The three levels of the fair value hierarchy to be applied when determining fair value of financial instruments are described below:
Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access;
Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities; and
Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The following table shows the gross amount and fair value of the Company’s Term Loan due 2026 and 7.75%6.75% Senior Notes (dollars in thousands):
June 30, 2022December 31, 2021
Term Loan due 2026:
Gross value$343,731 $356,240 
Fair value - Level 2324,826 355,795 
6.75% Senior Notes:
Gross value$399,872 $449,695 
Fair value - Level 2360,884 466,559 
 September 30, 2017 December 31, 2016
Term Loan:   
Gross value$1,728,614
 $1,810,266
Fair value - Level 21,408,820
 1,226,455
7.75% Senior Notes:   
Gross value$610,000
 $610,000
Fair value - Level 2179,950
 249,673
As of SeptemberJune 30, 2017,2022, the Company obtainedused trading prices from a level 2 third-party valuationthird party of 81.5%94.50% and 90.25% to calculate the fair value of the Term Loan due 2026 and 29.5% to calculate the level 2 fair value of the 7.75%6.75% Senior Notes.Notes, respectively.
As of December 31, 2016,2021, the Company obtainedused trading prices from a level 2 third-party valuationthird party of 67.8%99.88% and 103.75% to calculate the fair value of the Term Loan and 40.9% to calculate the level 2 fair value of the 7.75% Senior Notes.

6. Stockholders’ Equity
For information on the Company's October 12, 2016 Reverse Stock Split2026 and the resulting adjustments to authorized, issued and outstanding common stock, warrants and options, see Note 1, "Description6.75% Senior Notes, respectively.
12
Table of Business, Interim Financial Data and Basis of Presentation: Reverse Stock Split."

The Company is authorized to issue an aggregate of 269,080,609 shares of stock, each with a par value of $0.01 per share, divided into four classes consisting of:
(i) 93,750,000 shares designated as Class A common stock;
(ii) 75,000,000 shares designated as Class B common stock;
(iii) 80,609 shares designated as Class C common stock, and
(iv) 100,250,000 shares of preferred stock.

On June 5, 2017, the Company’s Board of Directors adopted a stockholder rights plan, which is scheduled to expire in June 2018.  Pursuant to the rights plan, the Company declared a dividend of one right for each outstanding share of Class A common stock of the Company, payable to holders of record on June 15, 2017.  The rights initially trade with the Company’s Class A common stock and will generally become exercisable only if any person (or any persons acting in concert or as a group) acquires a voting or economic position in 4.99% or more of the Company’s outstanding Class A common stock. If the rights become exercisable, all holders of rights (other than any triggering person) will be entitled to acquire shares of Class A common stock at a 50% discount or the Company may exchange each right held by such holders for one share of Class A common stock. Under the rights plan, any person that owned more than 4.99% of the Company’s outstanding Class A common stock may continue to own its shares of Class A common stock but may not acquire a voting or economic interest in any additional shares of Class A common stock without triggering the rights plan.
Common Stock

Shares of Class A, Class B and Class C common stock are identical in all respects, except with regard to voting and conversion rights. The preferences, qualifications, limitations, restrictions, and the special or relative rights in respect of the common stock and the various classes of common stock are as follows:

Voting Rights. The holders of shares of Class A common stock are entitled to one vote per share on any matter submitted to a vote of the stockholders of the Company, and the holders of shares of Class C common stock are entitled to ten votes for each share of Class C common stock held. Generally, the holders of shares of Class B common stock are not entitled to vote on any matter. However, holders of Class B common stock and Class C common stock are entitled to a separate class vote on any amendment or modification of any specific rights or obligations of the holders of Class B common stock or Class C common stock, respectively, that does not similarly affect the rights or obligations of the holders of Class A common stock. The holders of Class A common stock and of Class C common stock vote together, as a single class, on all matters submitted to a vote to the stockholders of the Company.Contents

Conversion. Each holder of Class B common stock and Class C common stock is entitled to convert at any time all or any part of such holder’s shares into an equal number of shares of Class A common stock; provided, however, that to the extent that such conversion would result in the holder holding more than 4.99% of the Class A common stock following such conversion, the holder will first be required to deliver to the Company an ownership certification to enable the Company to (a) determine that such holder does not have an attributable interest in another entity that would cause the Company to violate applicable FCC rules and regulations and (b) obtain any necessary approvals from the FCC or the Department of Justice. There were no shares of Class B common stock issued or outstanding as of September 30, 2017 or December 31, 2016.
The holders of all classes of common stock are entitled to share ratably in any dividends that may be declared by the Board of Directors of the Company.
As of September 30, 2017 there were no preferred shares outstanding.
2009 Warrants
In June 2009, in connection with the execution of an amendment to the Company's then-existing credit agreement, the Company issued warrants to the lenders thereunder that allow them to acquire up to 156,250 shares of Class A common stock at an exercise price of $1.17 per share (the “2009 Warrants”). The 2009 Warrants expire on June 29, 2019. The number of shares of Class A common stock issuable upon exercise of the 2009 Warrants is subject to adjustment in certain circumstances, including upon the payment of a dividend in shares of Class A common stock. None of such warrants were converted during the nine months ended September 30, 2017 and, as of such date, there were 40,057 of the 2009 Warrants outstanding.
Company Warrants
As a component of the Company's September 16, 2011 acquisition of Citadel Broadcasting Corporation (the "Citadel Merger") and the related financing transactions, the Company issued warrants to purchase an aggregate of 9.0 million shares of Class A common stock (the "Company Warrants") under a warrant agreement dated September 16, 2011 (the "Warrant Agreement"). The Company Warrants are exercisable at any time prior to June 3, 2030 at an exercise price of $0.01 per share with each Company Warrant providing the right to purchase one share. The number of shares for which the Company Warrants are exercisable is not subject to any anti-dilution protection, other than standard adjustments in the case of stock splits, dividends and certain other similar events. Pursuant to the terms and conditions of the Warrant Agreement, upon the request of a holder, the Company has the discretion to issue, upon exercise of the Company Warrants, shares of Class B common stock in lieu of an equal number of shares of Class A common stock and, upon request of a holder and at the Company’s discretion, the Company has the right to exchange such warrants to purchase an equivalent number of shares of Class B common stock for outstanding warrants to purchase shares of Class A common stock.
Exercise of the Company Warrants is subject to compliance with applicable FCC regulations, and the Company Warrants are exercisable provided that ownership of the Company’s securities by the holder does not cause the Company to violate applicable FCC rules and regulations relating to foreign ownership of broadcasting licenses

Holders of Company Warrants are entitled to participate ratably in any distributions on the Company’s common stock on an as-exercised basis. No distribution will be made to holders of Company Warrants or common stock if (i) an FCC ruling, regulation or policy prohibits such distribution to holders of Company Warrants or (ii) the Company’s FCC counsel opines that such distribution is reasonably likely to cause (a) the Company to violate any applicable FCC rules or regulations or (b) any holder of Company Warrants to be deemed to hold an attributable interest in the Company.

No Company Warrants were exercised during the nine months ended September 30, 2017. 0.3 million Company Warrants were exercised during the nine months ended September 30, 2016 to purchase 43,192 shares of Class A common stock. At September 30, 2017, 31,955 Company Warrants remained outstanding.
Crestview Warrants
Also on September 16, 2011, but pursuant to a separate warrant agreement, the Company issued warrants to purchase 1.0 million shares of Class A common stock with an exercise price, as adjusted to date, of $34.56 per share (the "Crestview Warrants"). The Crestview Warrants are exercisable until September 16, 2021, and the per share exercise price is subject to standard weighted-average adjustments in the event that the Company issues additional shares of common stock or common stock derivatives for less than the fair market value per share, as defined in the Crestview Warrants, as of the date of such issuance. In addition, the number of shares of Class A common stock issuable upon exercise of the Crestview Warrants, and the exercise price of the Crestview Warrants, are subject to adjustment in the case of stock splits, dividends and certain other similar events. As of September 30, 2017, all 1.0 million Crestview Warrants remained outstanding.
7. Stock-Based Compensation Expense

The Company uses the Black-Scholes option pricing model to estimate the fair value on the date of grant of stock options issued. The fair value of stock options is determined by the Company’s stock price, historical stock price volatility over the expected term of the awards, risk-free interest rates and expected dividends. With respect to restricted stock awards, the Company recognizes compensation expense over the vesting period equal to the grant date fair value of the shares awarded in accordance with ASC 718 - Compensation - Stock Compensation. To the extent non-vested restricted stock awards include performance or market vesting conditions, management uses the requisite service period to recognize the cost associated with the award.
During the nine months ended September 30, 2017, the Company granted 76,250 stock options with a grant date aggregate fair value of $0.1 million. During the nine months ended September 30, 2016, the Company granted 383,375 stock options with a grant date aggregate fair value of $0.5 million. The options granted in both periods range in exercise price from $0.41 to $24.00 per share, and provide for vesting on each of the first four anniversaries of the date of grant, with 30% of the award vesting on each of the first two anniversaries thereof, and 20% of the award vesting on each of the next two anniversaries thereof.
For the three and nine months ended September 30, 2017 the Company recognized approximately $0.4 million and $1.4 million in stock-based compensation expense related to equity awards. For the three and nine months ended September 30, 2016, the Company recognized approximately $0.7 million and $2.4 million in stock-based compensation expense related to equity awards.
As of September 30, 2017, unrecognized stock-based compensation expense of approximately $0.3 million related to equity awards is expected to be recognized over a weighted-average remaining life of 2.23 years. Unrecognized stock-based compensation expense for equity awards will be adjusted for future changes in estimated forfeitures.
There were no stock options exercised during the nine months ended September 30, 2017 or September 30, 2016.
On May 18, 2017 the Company adopted the 2017 Supplemental Incentive Plan (the "2017 SIP"), which provides participating executives of the Company with the opportunity to earn cash payments in ratable installments over the last three quarters of 2017, based on the Company's year-to-date performance at the end of each respective period, commencing with the second quarter of 2017. In order to be eligible to participate in the 2017 SIP, each participant therein had to agree to the cancellation of all of such participant's respective outstanding equity incentive awards. During the nine months ended September 30, 2017, the participants forfeited an aggregate of 963,493 options.     

8. Earnings (Loss) Per Share
For all periods presented, the Company has disclosed basic and diluted earnings (loss) per common share utilizing the two-class method. In accordance with ASC Topic 260, "Earnings per Share," the presentation of basic and diluted EPS is required only for common stock and not for participating securities.

Non-vested restricted shares of Class A common stock are considered participating securities for purposes of calculating basic weighted-average common shares outstanding in all periods. In addition, Company Warrants are accounted for as participating securities, as holders of such Warrants, in accordance with and subject to the terms and conditions of the Warrant Agreement, are entitled to receive ratable distributions of the Company's earnings concurrently with such distributions made to the holders of Class A common stock.


Basic earnings (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. In accordance with the terms of the Company's certificate of incorporation, the Company allocates undistributed net income (loss), after any allocation for preferred stock dividends, between each class of common stock on an equal basis per share. In accordance with the two-class method, earnings applicable to the non-vested restricted shares of Class A common stock and Company Warrants are excluded from the computation of basic EPS.

Diluted earnings (loss) per share is computed in the same manner as basic earnings (loss) per share after assuming issuance of common stock for all potentially dilutive equivalent shares, which includes stock options and certain warrants to purchase common stock. Antidilutive instruments are not considered in this calculation. Under the two-class method, net income (loss) is allocated to common stock to the extent that each security may share in earnings, as if all of the earnings (loss) for the period had been distributed. Earnings (loss) are allocated to each class of common stock equally per share. The following table sets forth the computation of basic and diluted earnings (loss) per common share for the three and nine months ended September 30, 2017 and 2016 (amounts in thousands, except per share data):
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Basic Earnings (Loss) Per Share       
Numerator:       
Undistributed net income (loss) from continuing operations$1,274
 $46,321
 $(449) $32,958
Less:       
Participation rights of the Company Warrants in undistributed earnings1
 50
 —
 43
Participation rights of unvested restricted stock in undistributed earnings—
 48
 —
 34
Basic undistributed net income (loss) attributable to common shares$1,273
 $46,223
 $(449) $32,881
Denominator:       
Basic weighted average shares outstanding29,306
 29,275
 29,306
 29,269
Basic undistributed net income per share attributable to common shares$0.04
 $1.58
 $(0.02) $1.12
Diluted Earnings (Loss) Per Share:       
Numerator:       
Undistributed net income (loss) from continuing operations$1,274
 $46,321
 $(449) $32,958
Less:       
Participation rights of the Company Warrants in undistributed net earnings1
 50
 —
 43
Participation rights of unvested restricted stock in undistributed earnings—
 48
 —
 34
Basic undistributed net income (loss) attributable to common shares$1,273
 $46,223
 $(449) $32,881
Denominator:       
Basic weighted average shares outstanding29,306
 29,275
 29,306
 29,269
Effect of dilutive stock options, warrants and restricted stock—
 —
 —
 —
Diluted weighted average shares outstanding29,306
 29,275
 29,306
 29,269
Diluted undistributed net income (loss) per share attributable to common shares$0.04
 $1.58
 $(0.02) $1.12

9.6. Income Taxes
For the three months ended SeptemberJune 30, 2017,2022, the Company recorded an income tax expense of $5.3$3.9 million on pre-tax book income before income taxes of $6.5$12.5 million, resulting in an effective tax rate for the three months ended September 30, 2017 of approximately 80.5%31.0%. For the three months ended SeptemberJune 30, 2016,2021, the Company recorded an income tax expense of $32.8$0.7 million on income before income taxespre-tax book loss of $79.1$5.2 million, resulting in an effective tax rate for the three months ended September 30, 2016 of approximately 41.4%(14.3)%. The difference between the effective tax rate and the federal statutory rate of 35.0% for the three months ended September 30, 2017 is attributable to state and local income taxes, the tax effect of certain statutory non-deductible items, the tax effect of changes in uncertain tax positions, and state tax law changes enacted during the period. The difference between the effective tax rate and the federal statutory rate of 35.0% for the three months ended September 30, 2016 is attributable to state and local income taxes, the tax effect of certain statutory non-deductible items, the tax effect of changes in uncertain tax positions, the tax effect of stock option terminations and forfeitures, as well as adjustments as a result of differences between the amounts estimated in the tax provision and the actual amounts in the tax return.
For the ninesix months ended SeptemberJune 30, 2017,2022, the Company recorded an income tax expense of $6.5$3.7 million on pre-tax book income before income taxes of $6.0$11.5 million, resulting in an effective tax rate forof approximately 32.4%. For the ninesix months ended SeptemberJune 30, 2017 of approximately 107.5%. The difference between the effective tax rate and the federal statutory rate of 35.0% for the nine months ended September 30, 2017 relates to state and local taxes, the tax effect of stock option terminations and forfeitures, the tax effect of changes in uncertain tax positions, and enacted tax law changes.
For the nine months ended September 30, 2016,2021, the Company recorded an income tax expensebenefit of $24.9$3.6 million on income before income taxespre-tax book loss of $57.9$31.4 million, resulting in an effective tax rate for the nine months ended September 30, 2016 of approximately 43.0%11.5%.
The differencedifferences between the effective tax raterates and the federal statutory rate of 35.0%21.0% for the nine monthsthree and six month periods ended SeptemberJune 30, 2016,2022, primarily relatesrelate to state and local income taxes an increase inand the valuation allowance with respect to state net operating losses, the tax effect of certain statutory non-deductible items, enacted changes toexpenses.
The differences between the effective tax rates and the federal statutory rate of 21.0% for the three and six month periods ended June 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 tax laws, the tax effect of changes in uncertain tax positions, and differences between the amounts estimated in the tax provision and the actual amounts in the tax return.income taxes.
The Company continually reviews the adequacy of the valuation allowance and recognizes the benefits of deferred tax assets only as the reassessmentits 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”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 SeptemberJune 30, 2017,2022, the Company has not recorded a valuation allowance since the Company continues to maintain a partial valuation allowancebelieve, on certain state net operating loss carryforwards which the Company does not believe will be able tobasis of its evaluation, that its deferred tax assets meet the more 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 have beenare recognized in the Company's financial statements or tax returns as well as judgment in projecting future profitability.

As discussed in Note 1 (Liquidity and Going Concern Considerations), the accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company continues7. Stockholders' Equity
Common Stock
Pursuant to believe that the remaining deferred tax assets are more likely than not to be realized.  The Company is currently evaluating various debt restructuring alternatives which, if undertaken, could have a significant impact on the Company’s income taxes, including the realizationamended and restated certificate of deferred tax assets. At this time, the Company believes it is more likely than not that it will recover its deferred tax assets, with the exception of certain state net operating loss carryforwards, through a combination of existing taxable temporary differences and future taxable income.  In the event of a restructuring transaction, the Company believes that these deferred tax assets would likely be utilized to offset operating income or cancellation of debt income.  If however,incorporation, the Company is not ableauthorized to generate sufficient future income during the attribute carryforward period or expectations around future events or earnings change, these deferred tax assets may require a valuation allowance.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.

10. Commitments and Contingencies
Future Commitments
The radio broadcast industry’s principal ratings service is Nielsen Audio ("Nielsen"), which publishes surveys for domestic radio markets. CertainAs of the Company’s subsidiaries have agreements with Nielsen under which they receive programming ratings information. The remaining aggregate obligation under the agreements with Nielsen is approximately $13.7 million, as of SeptemberJune 30, 2017, and is expected to be paid in accordance with the agreements through December 2017.


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 by2022, the Company duringhad 21,133,270 aggregate issued shares of common stock, and 19,022,324 outstanding shares consisting of: (i) 20,224,460 issued shares and 18,113,514 outstanding shares designated as Class A common stock; and (ii) 908,810 issued and outstanding shares designated as Class B common stock.
Share Repurchase Program
On May 3, 2022, the termBoard of Directors authorized a share repurchase program for up to $50.0 million of outstanding Class A common stock. The share repurchase authorization expires November 3, 2023. Purchases made pursuant to 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 services and to pay for talent, executives, research, weather information and other services.

The Companyprogram may be made from time to time, enters into radio network contractual obligationsat the Company’s discretion, in the open market, through privately negotiated transactions or through other manners as permitted by federal securities laws including, but not limited to, guarantee a minimum10b5-1 trading plans, accelerated stock repurchase programs and tender offers. The specific timing, manner, price and amount of revenue share to contractual counterparties on certain programming in future years. Generally, these guarantees are subject to decreases dependent on clearance targets achieved. As of September 30, 2017, the Company believes that itany repurchases will meet all such material minimum obligations.

On January 3, 2014 (the "Commencement Date”), Merlin Media, LLC (“Merlin”) and the Company entered into an agreement under which the Company is responsible for operating two FM radio stations in Chicago, Illinois, for monthly fees payable to Merlin of approximately $0.3 million, $0.4 million, $0.5 million and $0.6 million in the first, second, third and fourth years following the Commencement Date, respectively, in exchange for the Company retaining the operating profits from these radio stations.

The Company and Merlin entered into a separate agreement pursuant to which the Company has the right to purchase these two FM radio stations until October 5, 2017 for an amount in cash equal to the greater of (i) $70.0 million minus the aggregate amount of monthly fees paidbe determined by the Company and may be subject to economic and market conditions, stock price, applicable legal requirements and other factors.
Under the share repurchase authorization, on or priorMay 6, 2022, the Company commenced a modified Dutch tender offer to purchase up to $25.0 million of shares of its Class A common stock at a price not greater than $16.50 and not less than $14.50 per share of Class A common stock, to the earliertendering shareholder in cash, less any applicable withholding taxes and without interest (the "Offer"). The Offer expired on June 3, 2022. Through the Offer, the Company accepted for payment a total of 1,724,137 shares of the closing date or the date that is four years after the Commencement Date; or (ii) $50.0 million. Conversely, Merlin has the right to require the Company toCompany's Class A Common stock at a purchase these two FM radio stations at any time during a ten business day period commencing October 6, 2017 for $71.0 million, minus the aggregate amountprice of monthly fees paid by the Company on or prior to the earlier of the closing date and January 3, 2018.

On October 6, 2017, Merlin notified the Company that it was exercising the right to require the Company to acquire the stations.

The Company determined through its review of the requirements of ASC Topic 810, Consolidation ("ASC 810") that the stations are a variable interest entity (“VIE”) for which it is not the primary beneficiary, therefore consolidation is not required.

On April 1, 2014, the Company initiated an exit plan$14.50 per share, for an office leaseaggregate cost of approximately $25.0 million, excluding fees and expenses. Shares repurchased under the Offer are accounted for as parttreasury stock and the total cost of shares repurchased is recorded as a restructuring in connection with the acquisitionreduction of Westwood One (the "Exit Plan"), which included charges related to terminated contract costs. As of September 30, 2017, liabilities related to the Exit Plan of $0.2 million were included in accounts payable and accrued expenses and $1.0 million of other liabilitiesstockholder's equity in the unaudited condensed consolidated balance sheet. Subsequent to the Offer and as of June 30, 2022, $25.0 million of the Company's outstanding Class A common stock remained available for repurchase under the share repurchase program.

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8. Earnings (Loss) Per Share
The Company does not anticipate any additional meaningful future chargescalculates basic earnings (loss) per share by dividing net loss by the weighted average number of common shares outstanding, including warrants. The Company calculates diluted earnings (loss) per share by dividing net earnings (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 connection withbasic and diluted shares outstanding because there is little or no consideration paid upon exercise of the Exit Plan otherWarrants.
For the three and six months ended June 30, 2022, potential common shares related to the Company's stock options were excluded from the diluted share count as the exercise price of the options was greater than those for whichthe average market price of the common shares and, as such, their effect would have been anti-dilutive. For the three and six months ended June 30, 2021, due to the net loss attributable to the Company has already accrued.common stockholders, potential common shares that would have caused dilution, such as employee stock options, restricted shares and other stock awards, were excluded from the diluted share count because their effect would have been anti-dilutive.
The Company applies the two-class method to calculate earnings (loss) per share. Because both classes share the same rights in dividends and losses, earnings (loss) per share (basic and diluted) is the same for both classes.    
The following tables present the basic and diluted earnings (loss) per share, and the reconciliation of basic to diluted weighted average common shares (in thousands):
Three Months Ended June 30,
 20222021
Basic Earnings (Loss) Per Share
     Numerator:
           Undistributed net income (loss) from operations$8,654 $(5,891)
           Basic net income (loss) attributable to common shares$8,654 $(5,891)
     Denominator:
           Basic weighted average shares outstanding20,322 20,475 
           Basic undistributed net income (loss) per share attributable to common shares$0.43 $(0.29)
Diluted Earnings (Loss) Per Share
     Numerator:
           Undistributed net income (loss) from operations$8,654 $(5,891)
           Diluted net income (loss) attributable to common shares$8,654 $(5,891)
     Denominator:
           Basic weighted average shares outstanding20,322 20,475 
           Effect of dilutive options and restricted share units247 — 
           Diluted weighted average shares outstanding20,569 20,475 
           Diluted undistributed net income (loss) per share attributable to common shares$0.42 $(0.29)








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Six Months Ended June 30,
 20222021
Basic Earnings (Loss) Per Share
     Numerator:
           Undistributed net earnings (loss) from operations$7,749 $(27,809)
           Basic net earnings (loss) attributable to common shares$7,749 $(27,809)
     Denominator:
           Basic weighted average shares outstanding20,474 20,448 
           Basic undistributed net earnings (loss) per share attributable to common shares$0.38 $(1.36)
Diluted Earnings (Loss) Per Share
     Numerator:
           Undistributed net earnings (loss) from operations$7,749 $(27,809)
           Diluted net earnings (loss) attributable to common shares$7,749 $(27,809)
     Denominator:
           Basic weighted average shares outstanding20,474 20,448 
           Effect of dilutive options and restricted share units309 — 
           Diluted weighted average shares outstanding20,783 20,448 
           Diluted undistributed net earnings (loss) per share attributable to common shares$0.37 $(1.36)
9. Commitments and Contingencies
Legal Proceedings

On March 1, 2011,We have been, and expect in the Company andfuture to be, a party to various legal proceedings, investigations or claims. In accordance with applicable accounting guidance, we record accruals for certain of our subsidiaries were namedoutstanding 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 defendants along with other radio companies, including Beasley Broadcast Group, Inc., CBS Radio, Inc., Entercom Communications, Greater Media, Inc. and Townsquare Media, LLCwell as any developments that would result in a patent infringement suit. The case, Mission Abstract Data L.L.C., d/b/loss contingency to become both probable and reasonably estimable. When a Digimedia ("Plaintiff") v. Beasley Broadcast Group, Inc., et. al., Civil Action Case No: 1:11-mc-00176-LPS, U.S. District Court forloss contingency is not both probable and reasonably estimable, we do not record a loss accrual.
If the Districtloss (or an additional loss in excess of Delaware, alleges that the defendants have infringed on two of plaintiff’s patents entitled “Selectionany prior accrual) is reasonably possible and Retrieval of Music from a Digital Database.” The Complaint seeks unspecified damages. The Court stayed the case on November 14, 2011 pending reexaminationmaterial, we disclose an estimate of the patents-in-suit beforepossible 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 U.S. Patent Office.  On June 6, 2012, Plaintiff filedloss or a motionrange 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 liftestimate a range of possible loss, particularly where (i) the stay.  On March 25, 2013,damages sought are substantial or indeterminate, (ii) the Court entered an order denying Plaintiff’s motion to lift the stay.  However, the Court ordered that “the stay shall be lifted upon the issuance of the Notice of Intent to Issue Reexamination Certifications (‘NIRC’)” for the two patents-in-suit.  By operation of the Court’s Order, the stay was lifted on July 8, 2013, when the final NIRC was issued for the two patents-in-suit.  On July 25, 2013, counsel for Defendants invited Plaintiff to confer to discuss the viability of Plaintiff maintaining the suit in light of the result of the reexamination proceedings or to discuss a case schedule.  Plaintiff did not respond substantively to Defendants’ invitation.  Plaintiff has filed no further papers with the Court to move the proceeding forward.  Should Plaintiff attempt to pursue the caseare in the future, and assumingearly stages, (iii) the Court now allowsmatters 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 Plaintiff to pursueultimate resolution of such matters, including the case, the Company intends to defend itself vigorously. The Company is not yet able to determine what effect the lawsuit will have, ifamount of any on its financial position, results of operations or cash flows.


possible loss.
In August 2015, the Company was named as a defendant in two2 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 United StatesU.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 United StatesU.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
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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 existexisted for Pre-1972 recordings under state laws islaw 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. But those plaintiffs continue to litigate a separate case, Flo & Eddie, Inc. v. Pandora Media, LLC, which is pending in the Central District of California (2:14-cv-07648-PSG-GJS). Pandora attempted to dismiss the lawsuit under California’s anti-SLAPP statute, claiming that its broadcast of Pre-1972 recordings constituted speech on an issue of public interest and that Flo & Eddie’s claims have no merit. The district court denied the motion on the ground that the anti-SLAPP statute did not cover Pandora’s conduct, and the Ninth and Eleventh Circuits as a resultCircuit affirmed the denial (No. 20-56134). The Ninth Circuit, however, directed the district court to consider expedited motion practice on the legal validity of cases filedFlo & Eddie’s claims given the Ninth Circuit’s decision in California and Florida. Cumulusthe Sirius XM Radio case. The Company is not a party to those cases,that case and the Company is not yet able to determine what effect those proceedingsthat proceeding will have, if any, on its financial position, results of operations or cash flows.

On February 24, 2020, 2 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 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. On November 12, 2021, 1 of the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Eleventh Circuit.The Company currently is, and expects that from timeintends to timevigorously defend itself in the future it will be, party to, appeal. The October 15, 2021 order and/or a defendant in, variousthe pending appeal may not foreclose other parties from asserting similar claims or lawsuits that are generally incidental to its business.against the Company. The Company expects that it will vigorously contest any such claims or lawsuits and believes thatis currently unable to reasonably estimate what effect the ultimate resolution ofoutcome might have, if any, such known claim or lawsuit will not have a material adverse effect on the Company's consolidatedits financial position, results of operations or cash flows.

11. Supplemental Condensed Consolidated Financial Information
At September 30, 2017, Cumulus (the "Parent Guarantor") and certain of its 100% owned subsidiaries (such subsidiaries, the “Subsidiary Guarantors”) provided guarantees of the obligations of Cumulus Holdings (the "Subsidiary Issuer") under the 7.75% Senior Notes. These guarantees are full and unconditional (subject to customary release provisions) as well as joint and several. Certain of the Subsidiary Guarantors may be subject to restrictions on their respective ability to distribute earnings to Cumulus Holdings or the Parent Guarantor. Not all of the subsidiaries of Cumulus and Cumulus Holdings guarantee the 7.75% Senior Notes (such non-guaranteeing subsidiaries, collectively, the “Subsidiary Non-guarantors”).

Investments in consolidated subsidiaries are held primarily by the Parent Guarantor in the net assets of its subsidiaries and have been presented using the equity method of accounting. The “Eliminations” entries in the following tables primarily eliminate investments in subsidiaries and intercompany balances and transactions. The columnar presentations in the following tables are not consistent with the Company’s business groups; accordingly, this basis of presentation is not intended to present the Company’s financial condition, results of operations or cash flows on a consolidated basis.

Revision to Prior Period Financial Statements

During the first quarter of 2017, the Company determined that it did not properly classify the investment in consolidated subsidiaries balance residing at the Parent Guarantor as a liability at December 31, 2016. The Company should have presented the investment in consolidated subsidiary balance as a liability as the balance was negative at December 31, 2016. In the following disclosure, a separate line item entitled “Accumulated losses in consolidated subsidiaries” is presented in the Condensed Consolidated Balance Sheet to correct this misclassification. This presentation misclassification was not material to the previously issued financial statements.
In accordance with ASC 250-10, SEC Staff Accounting Bulletin No. 99, Materiality, the Company assessed the materiality of the errors and concluded that the errors were not material to any of the Company’s previously issued financial statements. As permitted byASC 250-10, SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company has presented revised financial information as of December 31, 2016.
The following tables present (i) unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2017 and 2016, (ii) unaudited condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016, and (iii) unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2017 and 2016, of each of the Parent Guarantor, Cumulus Holdings, the Subsidiary Guarantors, and the Subsidiary Non-guarantors.


CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended September 30, 2017
(Dollars in thousands)
(Unaudited)
 
Cumulus
Media Inc.
(Parent 
Guarantor)
 
Cumulus
Media
Holdings Inc.
(Subsidiary 
Issuer)
 
Subsidiary
Guarantors
 
Subsidiary
Non-guarantors
 Eliminations 
Total
Consolidated
Net revenue$—
 $—
 $287,240
 $—
 $—
 $287,240
Operating expenses:           
Content costs—
 —
 96,321
 —
 —
 96,321
Selling, general and administrative expenses—
 —
 118,758
 535
 —
 119,293
Depreciation and amortization—
 298
 14,910
 —
 —
 15,208
Local marketing agreement fees—
 —
 2,717
 —
 —
 2,717
Corporate expenses (including stock-based compensation expense of $354)—
 10,853
 —
 —
 —
 10,853
Gain on sale of assets or stations—
 —
 (83) —
 —
 (83)
Total operating expenses—
 11,151
 232,623
 535
 —
 244,309
Operating (loss) income—
 (11,151) 54,617
 (535) —
 42,931
Non-operating (expense) income:           
Interest (expense) income, net(2,184) (33,089) 34
 (62) —
 (35,301)
Loss on early extinguishment of debt—
 (1,063) —
 —
 —
 (1,063)
Other expense, net—
 —
 (36) —
 —
 (36)
Total non-operating expense, net(2,184) (34,152) (2) (62) —
 (36,400)
(Loss) income before income taxes(2,184) (45,303) 54,615
 (597) —
 6,531
Income tax (expense) benefit8,782
 176,495
 (193,046) 2,512
 —
 (5,257)
Earnings (loss) from consolidated subsidiaries(5,324) (136,516) 1,915
 —
 139,925
 —
Net income (loss)$1,274
 $(5,324) $(136,516) $1,915
 $139,925
 $1,274


CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Nine Months Ended September 30, 2017
(Dollars in thousands)
(Unaudited)
 
Cumulus
Media Inc.
(Parent 
Guarantor)
 
Cumulus
Media
Holdings Inc.
(Subsidiary 
Issuer)
 
Subsidiary
Guarantors
 
Subsidiary
Non-guarantors
 Eliminations 
Total
Consolidated
Net revenue$—
 $—
 $841,801
 $—
 $—
 $841,801
Operating expenses:           
Content costs—
 —
 291,390
 —
 —
 291,390
Selling, general and administrative expenses—
 —
 352,465
 1,724
 —
 354,189
Depreciation and amortization—
 902
 46,708
 —
 —
 47,610
Local marketing agreement fees—
 —
 8,137
 —
 —
 8,137
Corporate expenses (including stock-based compensation expense of $1,422)—
 32,281
 —
 —
 —
 32,281
Gain on sale of assets or stations—
 —
 (2,585) —
 —
 (2,585)
Total operating expenses—
 33,183
 696,115
 1,724
 —
 731,022
Operating (loss) income—
 (33,183) 145,686
 (1,724) —
 110,779
Non-operating (expense) income:           
Interest (expense) income, net(6,551) (97,020) 106
 (171) —
 (103,636)
Loss on early extinguishment of debt—
 (1,063) —
 —
 —
 (1,063)
Other expense, net—
 —
 (64) —
 —
 (64)
Total non-operating (expense) income, net(6,551) (98,083) 42
 (171) —
 (104,763)
(Loss) income before income taxes(6,551) (131,266) 145,728
 (1,895) —
 6,016
Income tax (expense) benefit7,040
 141,059
 (156,600) 2,036
   (6,465)
Earnings (loss) from consolidated subsidiaries(938) (10,731) 141
 —
 11,528
 —
Net (loss) income$(449) $(938) $(10,731) $141
 $11,528
 $(449)





CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended September 30, 2016
(Dollars in thousands)
(Unaudited)
 
Cumulus
Media Inc.
(Parent 
Guarantor)
 
Cumulus
Media
Holdings 
Inc.
(Subsidiary 
Issuer)
 
Subsidiary
Guarantors
 
Subsidiary
Non-guarantors
 Eliminations 
Total
Consolidated
Net revenue$—
 $—
 $286,136
 $—
 $—
 $286,136
Operating expenses:           
Content costs—
 —
 115,348
 —
 —
 115,348
Selling, general and administrative expenses—
 —
 116,706
 681
 —
 117,387
Depreciation and amortization—
 400
 21,557
 —
 —
 21,957
Local marketing agreement fees—
 —
 2,481
 —
 —
 2,481
Corporate expenses (including stock-based compensation expense of $735)—
 9,960
 —
 —
 —
 9,960
Gain on sale of assets or stations—
 —
 (94,014) —
 —
 (94,014)
Total operating expenses—
 10,360
 162,078
 681
 —
 173,119
Operating (loss) income—
 (10,360) 124,058
 (681) —
 113,017
Non-operating (expense) income:           
Interest (expense) income, net(2,178) (32,704) 139
 (47) —
 (34,790)
Other income, net—
 —
 882
 —
 —
 882
Total non-operating (expense) income, net(2,178) (32,704) 1,021
 (47) —
 (33,908)
(Loss) income before income taxes(2,178) (43,064) 125,079
 (728) —
 79,109
Income tax benefit (expense)937
 19,816
 (53,834) 293
 —
 (32,788)
Earnings (loss) from consolidated subsidiaries47,562
 70,810
 (435) —
 (117,937) —
Net income (loss)$46,321
 $47,562
 $70,810
 $(435) $(117,937) $46,321

CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Nine Months Ended September 30, 2016
(Dollars in thousands)
(Unaudited)
 
Cumulus
Media Inc.
(Parent 
Guarantor)
 
Cumulus
Media
Holdings 
Inc.
(Subsidiary 
Issuer)
 
Subsidiary
Guarantors
 
Subsidiary
Non-guarantors
 Eliminations 
Total
Consolidated
Net revenue$—
 $165
 $841,694
 $—
 $—
 $841,859
Operating expenses:           
Content costs—
 —
 312,526
 —
 —
 312,526
Selling, general and administrative expenses—
 —
 350,719
 1,755
 —
 352,474
Depreciation and amortization—
 1,219
 66,804
 —
 —
 68,023
Local marketing agreement fees—
 —
 10,351
 —
 —
 10,351
Corporate expenses (including stock-based compensation expense of $2,403)—
 34,028
 —
 —
 —
 34,028
Gain on sale of assets or stations—
 —
 (97,155) —
 —
 (97,155)
Impairment on intangible assets and goodwill—
 —
 1,816
 —
 —
 1,816
Total operating expenses—
 35,247
 645,061
 1,755
 —
 682,063
Operating (loss) income—
 (35,082) 196,633
 (1,755) —
 159,796
Non-operating (expense) income:           
Interest (expense) income, net(6,533) (97,221) 364
 (142) —
 (103,532)
Other income, net—
 —
 1,598
 —
 —
 1,598
Total non-operating (expense) income, net(6,533) (97,221) 1,962
 (142) —
 (101,934)
(Loss) income before income taxes(6,533) (132,303) 198,595
 (1,897) —
 57,862
Income tax benefit (expense)2,613
 51,219
 (79,438) 702
 —
 (24,904)
Earnings (loss) from consolidated subsidiaries36,878
 117,962
 (1,195) —
 (153,645) —
Net income (loss)$32,958
 $36,878
 $117,962
 $(1,195) $(153,645) $32,958





CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2017
(Dollars in thousands, except for share and per share data)
(Unaudited)
 
Cumulus
Media Inc.
(Parent
Guarantor)
 
Cumulus
Media
Holdings Inc.
(Subsidiary 
Issuer)
 
Subsidiary
Guarantors
 
Subsidiary
Non-guarantors
 Eliminations 
Total
Consolidated
Assets           
Current assets:           
Cash and cash equivalents$—
 $69,431
 $—
 $—
 $—
 $69,431
Restricted cash—
 7,680
 —
 —
 —
 7,680
Accounts receivable, less allowance for doubtful accounts of $5,922—
 —
 —
 231,630
 —
 231,630
Trade receivable—
 —
 4,679
 —
 —
 4,679
Asset held for sale—
 —
 30,150
 —
 —
 30,150
Prepaid expenses and other current assets—
 33,222
 24,918
 —
 —
 58,140
Total current assets—
 110,333
 59,747
 231,630
 —
 401,710
Property and equipment, net—
 11,621
 145,886
 —
 —
 157,507
Broadcast licenses—
 —
 —
 1,539,718
 —
 1,539,718
Other intangible assets, net—
 —
 90,369
 —
 —
 90,369
Goodwill—
 —
 135,214
 —
 —
 135,214
Investment in consolidated subsidiaries—
 3,466,078
 1,002,755
 —
 (4,468,833) —
Intercompany receivables—
 110,068
 1,982,500
 —
 (2,092,568) —
Other assets—
 16,706
 143,886
 288
 (143,024) 17,856
Total assets$—
 $3,714,806
 $3,560,357
 $1,771,636
 $(6,704,425) $2,342,374
Liabilities and Stockholders’ Equity (Deficit)          

Current liabilities:          

Accounts payable and accrued expenses$—
 $30,190
 $66,336
 $—
 $—
 $96,526
Trade payable—
 —
 3,640
 —
 —
 3,640
Total current liabilities—
 30,190
 69,976
 —
 —
 100,166
Long-term debt, excluding 7.75% Senior Notes, net of debt issuance cost/discounts of $24,143—
 1,705,560
 —
 —
 —
 1,705,560
7.75% Senior Notes, net of debt issuance costs of $4,335—
 605,665
 —
 —
 —
 605,665
Other liabilities—
 2,932
 24,303
 —
 —
 27,235
Intercompany payables109,780
 1,750,870
 —
 231,918
 (2,092,568) —
Accumulated losses in consolidated subsidiaries380,411
 —
 —
 —
 (380,411) —
Deferred income taxes

 

 

 536,963
 (143,024) 393,939
Total liabilities490,191
 4,095,217
 94,279
 768,881
 (2,616,003) 2,832,565
Stockholders’ (deficit) equity:          

Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 32,031,952 shares issued and 29,225,765 shares outstanding320
 —
 —
 —
 —
 320
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding1
 —
 —
 —
 —
 1
Treasury stock, at cost, 2,806,187 shares(229,310) —
 —
 —
 —
 (229,310)
Additional paid-in-capital1,626,237
 284,143
 4,318,874
 1,980,676
 (6,583,693) 1,626,237
Accumulated (deficit) equity(1,887,439) (664,554) (852,796) (977,921) 2,495,271
 (1,887,439)
Total stockholders’ (deficit) equity(490,191) (380,411) 3,466,078
 1,002,755
 (4,088,422) (490,191)
Total liabilities and stockholders’ equity (deficit)$—
 $3,714,806
 $3,560,357
 $1,771,636
 $(6,704,425) $2,342,374

CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2016
(Dollars in thousands, except for share and per share data)
(Unaudited)
 
Cumulus
Media Inc.
(Parent
Guarantor)
 
Cumulus
Media
Holdings Inc.
(Subsidiary 
Issuer)
 
Subsidiary
Guarantors
 
Subsidiary
Non-guarantors
 Eliminations 
Total
Consolidated
Assets           
Current assets:           
Cash and cash equivalents$—
 $131,259
 $—
 $—
 $—
 $131,259
Restricted cash—
 8,025
 —
 —
 —
 8,025
Accounts receivable, less allowance for doubtful accounts of $4,691—
 —
 —
 231,585
 —
 231,585
Trade receivable—
 —
 4,985
 —
 —
 4,985
Asset held for sale—
 —
 30,150
 —

—
 30,150
Prepaid expenses and other current assets—
 17,321
 16,602
 —
 —
 33,923
Total current assets—
 156,605
 51,737
 231,585
 —
 439,927
Property and equipment, net—
 4,431
 157,632
 —
 —
 162,063
Broadcast licenses—
 —
 —
 1,540,183
 —
 1,540,183
Other intangible assets, net—
 —
 116,499
 —
 —
 116,499
Goodwill—
 —
 135,214
 —
 —
 135,214
Investment in consolidated subsidiaries—
 3,348,992
 1,012,947
 —
 (4,361,939) —
Intercompany receivables—
 103,593
 1,848,263
 —
 (1,951,856) —
Other assets—
 21,631
 135,996
 364
 (139,186) 18,805
Total assets$—
 $3,635,252
 $3,458,288
 $1,772,132
 $(6,452,981) $2,412,691
Liabilities and Stockholders’ Equity (Deficit)           
Current liabilities:           
Accounts payable and accrued expenses$—
 $19,994
 $76,247
 $—
 $—
 $96,241
Trade payable—
 —
 4,550
 —
 —
 4,550
Total current liabilities—
 19,994
 80,797
 —
 —
 100,791
Long-term debt, excluding 7.75% Senior Notes, net of debt issuance costs/discounts of $29,909—
 1,780,357
 —
 —
 —
 1,780,357
7.75% Senior Notes, net of debt issuance costs of $6,200—
 603,800
 —
 —
 —
 603,800
Other liabilities—
 2,932
 28,499
 —
 —
 31,431
Intercompany payables103,229
 1,616,678
 —
 231,949
 (1,951,856) —
Accumulated losses in consolidated subsidiaries388,509
 —
 —
 —
 (388,509) —
Deferred income taxes—
 —
 —
 527,236
 (139,186) 388,050
Total liabilities491,738
 4,023,761
 109,296
 759,185
 (2,479,551) 2,904,429
Stockholders’ (deficit) equity:           
Class A common stock, par value $0.01 per share; 93,750,000 shares authorized; 32,031,952 shares issued and 29,225,765 shares outstanding320
 —
 —
 —
 —
 320
Class C common stock, par value $0.01 per share; 80,609 shares authorized, issued and outstanding1
 —
 —
 —
 —
 1
Treasury stock, at cost, 2,806,187 shares(229,310) —
 —
 —
 —
 (229,310)
Additional paid-in-capital1,624,815
 275,107
 4,191,057
 1,991,009
 (6,457,173) 1,624,815
Accumulated (deficit) equity(1,887,564) (663,616) (842,065) (978,062) 2,483,743
 (1,887,564)
Total stockholders’ (deficit) equity(491,738) (388,509) 3,348,992
 1,012,947
 (3,973,430) (491,738)
Total liabilities and stockholders’ equity (deficit)$—
 $3,635,252
 $3,458,288
 $1,772,132
 $(6,452,981) $2,412,691

CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 2017
(Dollars in thousands)
(Unaudited)
 
Cumulus
Media Inc.
(Parent 
Guarantor)
 
Cumulus Media
Holdings Inc.
(Subsidiary 
Issuer)
 
Subsidiary
Guarantors
 
Subsidiary
Non-guarantors
 Eliminations 
Total
Consolidated
Cash flows from operating activities:           
Net (loss) income$(449) $(938) $(10,731) $141
 $11,528
 $(449)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:           
Depreciation and amortization—
 902
 46,708
 —
 —
 47,610
Amortization of debt issuance costs/discounts—
 7,490
 —
 171
 —
 7,661
Provision for doubtful accounts—
 —
 4,770
 —
 —
 4,770
Gain on sale of assets or stations—
 —
 (2,585) —
 —
 (2,585)
Deferred income taxes(7,040) (141,059) 156,598
 (2,036) —
 6,463
Stock-based compensation expense—
 1,422
 —
 —
 —
 1,422
Loss on early extinguishment of debt—
 1,063
 —
 —
 —
 1,063
(Earnings) loss from consolidated subsidiaries938
 10,731
 (141) —
 (11,528) —
Changes in assets and liabilities2,171
 198,131
 (233,856) 1,724
 —
 (31,830)
Net cash (used in) provided by operating activities(4,380) 77,742
 (39,237) —
 —
 34,125
Cash flows from investing activities           
Proceeds from sale of assets or stations—
 —
 6,090
 —
 —
 6,090
Restricted cash—
 345
 —
 —
 —
 345
Capital expenditures—
 (8,092) (12,553) —
 —
 (20,645)
Net cash used in investing activities—
 (7,747) (6,463) —
 —
 (14,210)
Cash flows from financing activities:           
Intercompany transactions, net4,380
 (50,080) 45,700
 —
 —
 —
Repayments of borrowings under term loans and revolving credit facilities—
 (81,652) —
 —
 —
 (81,652)
Deferred financing costs—
 (91) —
 —
 —
 (91)
Net cash provided by (used in) financing activities4,380
 (131,823) 45,700
 —
 —
 (81,743)
Decrease in cash and cash equivalents—
 (61,828) —
 —
 —
 (61,828)
Cash and cash equivalents at beginning of period—
 131,259
 —
 —
 —
 131,259
Cash and cash equivalents at end of period$—
 $69,431
 $—
 $—
 $—
 $69,431

CUMULUS MEDIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 2016
(Dollars in thousands)
(Unaudited)
 
Cumulus Media
Inc.
(Parent 
Guarantor)
 
Cumulus Media
Holdings Inc.
(Subsidiary 
Issuer)
 
Subsidiary
Guarantors
 
Subsidiary
Non-guarantors
 Eliminations 
Total
Consolidated
Cash flows from operating activities:           
Net income (loss)$32,958
 $36,878
 $117,962
 $(1,195) $(153,645) $32,958
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:           
Depreciation and amortization—
 1,219
 66,804
 —
 —
 68,023
Amortization of debt issuance costs/discount—
 7,183
 —
 142
 —
 7,325
Provision for doubtful accounts—
 —
 1,188
 —
 —
 1,188
Gain on sale of assets or stations—
 —
 (97,155) —
 —
 (97,155)
Impairment of intangible assets and goodwill—
 —
 1,816
 —
 —
 1,816
Deferred income taxes(2,613) (51,219) 79,620
 (702) —
 25,086
Stock-based compensation expense—
 2,403
 —
 —
 —
 2,403
(Loss) earnings from consolidated subsidiaries(36,878) (117,962) 1,195
 —
 153,645
 —
Changes in assets and liabilities—
 295,419
 (306,539) 1,755
 —
 (9,365)
Net cash (used in) provided by operating activities(6,533) 173,921
 (135,109) —
 —
 32,279
Cash flows from investing activities:           
Proceeds from sale of assets or stations—
 —
 106,935
 —
 —
 106,935
Restricted cash—
 3,431
 —
 —
 —
 3,431
Capital expenditures—
 (868) (15,836) —
 —
 (16,704)
Net cash provided by investing activities—
 2,563
 91,099
 —
 —
 93,662
Cash flows from financing activities:           
Intercompany transactions, net6,530
 (50,540) 44,010
 —
 —
 —
Proceeds from exercise of warrants3
 —
 —
 —
 —
 3
Net cash provided by (used in) financing activities6,533
 (50,540) 44,010
 —
 —
 3
Increase in cash and cash equivalents—
 125,944
 —
 —
 —
 125,944
Cash and cash equivalents at beginning of period—
 31,657
 —
 —
 —
 31,657
Cash and cash equivalents at end of period$—
 $157,601
 $—
 $—
 $—
 $157,601

12. Segment Data

The Company operates in two reportable segments for which there is discrete financial information available and whose operating results are reviewed by the chief operating decision maker. Radio Station Group revenue is derived primarily from the sale of broadcasting time to local, regional, and national advertisers. Westwood One revenue is generated primarily through network advertising. Corporate includes overall executive, administrative and support functions for both of the Company's reportable segments, including programming, finance, legal, human resources and information technology functions.
The Company presents segment adjusted EBITDA ("Adjusted EBITDA") as this 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’s reportable segments. Management also uses this measure to determine the contribution of the Company's core operations to the funding of its corporate resources utilized to manage operations and non-operating expenses including debt service and acquisitions. In addition, segment Adjusted EBITDA, excluding the impact of local marketing agreement fees, is a key metric for purposes of calculating and determining compliance with certain covenants contained in the Company's Credit Agreement.

The Company excludes from Adjusted EBITDA items not related to core operations and those that are non-cash including: depreciation, amortization, stock-based compensation expense, gain or loss on the exchange or sale of any assets or stations, early extinguishment of debt, local marketing agreement fees, expenses relating to acquisitions and restructuring costs and non-cash impairments of assets.

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

The Company’s financial data by segment is presented in the tables below:    
  Three Months Ended September 30, 2017
  Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $202,852
 $83,778
 $610
 $287,240

  Three Months Ended September 30, 2016
  Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $206,199
 $79,413
 $524
 $286,136

  Nine Months Ended September 30, 2017
  Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $585,050
 $254,867
 $1,884
 $841,801

  Nine Months Ended September 30, 2016
  Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $592,640
 $247,507
 $1,712
 $841,859


 Three Months Ended 
 September 30,		 Nine Months Ended 
 September 30,
 2017 2016 2017 2016
Adjusted EBITDA by segment       
     Radio Station Group$54,660
 $56,237
 $153,571
 $159,278
     Westwood One17,082
 (2,689) 42,993
 17,998
Segment Adjusted EBITDA71,742
 53,548
 196,564
 177,276
Adjustments       
     Corporate and other expense(9,977) (9,664) (28,665) (28,278)
     Income tax expense(5,257) (32,788) (6,465) (24,904)
     Non-operating expense, including net interest expense(35,336) (33,908) (103,700) (101,934)
     Local marketing agreement fees(2,717) (2,481) (8,137) (10,351)
     Depreciation and amortization(15,208) (21,957) (47,610) (68,023)
     Stock-based compensation expense(354) (735) (1,422) (2,403)
     Gain on sale of assets or stations83
 94,014
 2,585
 97,155
     Impairment of intangible assets—
 —
 —
 (1,816)
     Loss on early extinguishment of debt(1,063) —
 (1,063) —
     Acquisition-related and restructuring costs(499) 450
 (2,116) (3,237)
     Franchise and state taxes(140) (158) (420) (527)
Consolidated net income$1,274
 $46,321
 $(449) $32,958

13.  Subsequent Event

As previously disclosed, the Company, with the assistance of outside advisors, is in private discussions with its lenders and noteholders to proactively restructure its balance sheet and reduce its debt. In connection with the Company’s ongoing discussions with creditors, on October 30, 2017, the Restructuring Committee of the Board of Directors authorized the Company to forgo the scheduled interest payment on the 7.75% Senior Notes due on November 1, 2017, thereby entering into the applicable 30-day grace period under the terms of the Indenture. This nonpayment constitutes a “default” under the terms of the Indenture, which matures into an “Event of Default” if such “default” is not cured or waived before the expiration of the 30-day grace period on December 1, 2017.  Upon the occurrence of an Event of Default, the trustee under the Indenture, or the holders of a specified percentage of 7.75% Senior Notes, may declare all outstanding amounts immediately due and payable.  Such an Event of Default would also constitute an event of default under the Credit Agreement, which would give the lenders thereunder the right to declare all amounts outstanding under the Credit Agreement to be immediately due and payable.   

In the event we are not able to satisfactorily restructure or refinance our debt obligations, or the lenders under our Senior Credit Agreement, or the trustee or the holders of our 7.75% Senior Notes, accelerate the amounts due thereunder, we may seek protection from creditors under Chapter 11 of the U.S. Bankruptcy Code.  Any such action could result in a significant or complete loss of value to the holders of our common stock.


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

In the following Management's Discussion and Analysis, we provide information regarding the following areas:
lGeneral Overview;
lResults of Operations; and
lLiquidity and Capital Resources.

General 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 statementsCondensed Consolidated Financial Statements and notes thereto included elsewhere in this quarterly report andForm 10-Q, as well as our audited consolidated financial statementsConsolidated Financial Statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2016.2021 ("2021 Form 10-K"), filed with the Securities and Exchange Commission ("SEC"). This discussion, as well as various other sections of this quarterly report, containsForm 10-Q, contain and refersrefer to statements that constitute “forward-looking statements”"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. Historical operating resultsThese risks and uncertainties include, but are not necessarily indicative of future operating results.limited to, those described in Part I, "Item 1A. Risk Factors," and elsewhere in our 2021 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 future results may differ from those contained in or implied by the forward-looking statements as a result of various factors, including but not limited to, risksthe evolving and uncertainties relating touncertain nature of the need for additional funds to service our debtCOVID-19 pandemic and to execute our business strategy, our need to restructure or refinance our debtits impact on the Company, the media industry, and the termseconomy in general. For more information, see "Cautionary Statement Regarding Forward-Looking Statements" in our 2021 Form 10-K.    
Recent Events and Company Outlook
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 which any such restructuring or refinancingour financial and operating results. While these events have mostly returned, our financial and operating results may continue to be completed, including through any court-approved restructuring, our ability to access borrowings under our revolving credit facility, further reductions in revenue from market pressures or otherwise, our ability from time to time to renew one or more of our broadcast licenses, changes in interest rates, changes in the fair value of our investments, the timing of, and our ability to complete any acquisitions or dispositions pending from time to time, costs and synergies resulting from the integration of any completed acquisitions, our ability to effectively manage costs, our ability to drive and manage growth, the popularity of radioimpacted as a broadcastingresult of the COVID-19 pandemic and advertising medium, changing consumer tastes, the impact of general economic conditions in the United Statesgovernmental regulations and other restrictions that have been or in specific markets in which we currently do business, industry conditions, including existing competition and future competitive technologies and cancellation, disruptions or postponements of advertising schedulesmay be imposed in response to nationalthe on-going pandemic. Our business could also continue to be impacted by the disruption from COVID-19 and resulting adverse changes in advertising customers and consumer behavior. In light of the evolving health, social, economic and business environment, governmental regulations or world events, our abilitymandates, and business disruptions that could occur in response to generate revenues from new sources, including local commerce and technology-based initiatives,the COVID-19
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pandemic, the impact of regulatory rules or proceedings that may affectCOVID-19 could have on our business, from time to time, our ability to successfully appeal the notice of delisting our Class A common stock from the NASDAQ stock market ("NASDAQ"), the future write off of any material portion of the fair value of our FCC broadcast licenses and goodwill, and other risk factors described from time to time in our filings with the Securities and Exchange Commission, including our Form 10-K for the year ended December 31, 2016 (the “2016 Form 10-K”) and any subsequent filings. Many of these risks and uncertainties are beyond our control, and the unexpected occurrence or failure to occur of any such events or matters could significantly alter our actual results of operations or financial condition.

For additional information about certain of the matters discussed and described in the following Management’s Discussion and Analysis of Financial Condition and Results of Operations, including certain defined terms used herein, see the notes to the accompanying unaudited condensed consolidated financial statements included elsewhere in this quarterly report.
Our Business and Operating Overview

A leader in the radio broadcasting industry, Cumulus Media combines high-quality local programming with iconic, nationally syndicated media, sports and entertainment brands to deliver premium content choices to the 245 million people reached each week through its 446 owned-and-operated stations broadcasting in 90 US media markets (including eight of the top 10), approximately 8,000 broadcast radio stations affiliated with its Westwood One network and numerous digital channels. Together, the Cumulus/Westwood One platforms make Cumulus Media one of the few media companies that can provide advertisers with national reach and local impact. Cumulus/Westwood One is the exclusive radio broadcast partner to some of the largest brands in sports, entertainment, news and talk, including the NFL, the NCAA, the Masters, the Olympics, the GRAMMYs, the Academy of Country Music Awards, the American Music Awards, the Billboard Music Awards, Westwood One News, and more. Additionally, it is the nation's leading provider of country music and lifestyle content through its NASH brand, which serves country fans nationwide through radio programming, exclusive digital content, and live events. For more information, visit www.cumulus.com.
Liquidity Considerations
Historically, our principal needs for funds have been for acquisitions, expenses associated with our station, network advertising and corporate operations, capital expenditures, and interest and debt service payments. We believe that our funding needs in the future will be for substantially similar matters.


Our principal sources of funds have primarily been cash flow from operations and borrowings under credit facilities in existence from time to time. Our cash flow from operations is subject to factors such as fluctuations in preferred advertising media and changes in demand caused by shifts in population, station listenership, demographics, and audience tastes. In addition, our cash flows may be affected if customers are not able to pay, or delay payment of, accounts receivable that are owed to us, which risks may be exacerbated in challenging or otherwise uncertain economic periods. In recent periods, the Company has experienced reductions in revenue and profitability from prior historical periods because of continuing market revenue pressures and cost escalations built into certain contracts. As disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2016, as part of the Company’s annual impairment analysis, the Company reduced its forecasted revenue and profitability. This reduction was based on a number of factors including overall industry trends and the Company’s actual performance in 2016. Management has taken steps to mitigate these risks and reductions through renewed business generation activities and cost containment initiatives, although we can provide no assurances as to the longer-term success of these efforts. In addition, we believe that our national platform and extensive station portfolio representing a broad diversity in format, listener base, geography, and advertiser base helps us maintain a more stable revenue stream by reducing our dependence on any single demographic, region or industry. Future reductions in revenue or profitability are possible and could have a material adverse effect on the Company's results of operations, financial condition or liquidity. From time to time we have evaluated, and expect that weoperating results remains highly uncertain. We will continue to evaluate, opportunities to obtain additional public or private capital frommonitor the divestiture of radio stations or other assets that are not a part of, or do not complement, our strategic operations,ongoing COVID-19 pandemic and will consider actions as well as the issuance of equity and/or debt securities, in each case subject to market and other conditions in existence at that time. For the nine months ended September 30, 2017, the Company generated $34.1 million in cash from operations.deemed necessary.

Non-GAAP Financial Measure
From time to time, we have evaluated, and expect that we will continue to evaluate, opportunities to obtain additional public or private capital from the divestiture of radio stations or other assetsutilize certain financial measures that are not a part of,prepared or do not complement, our strategic operations, as well as the issuance of equity and/or debt securities,calculated in each case subject to market and other conditions in existence at that time.

We are party to various agreements intended to supplement our cash flows from operations. Our Amended and Restated Credit Agreement, dated as of December 23, 2013 (the "Credit Agreement"), consists of a term loan (the “Term Loan”) maturing in December 2020 and a $200.0 million revolving credit facility (the "Revolving Credit Facility"), with a $30.0 million sublimit for letters of credit maturing in December 2018.

On August 29, 2017, we used proceeds from the sale of certain land an buildings to repay approximately $81.7 million of Term Loan borrowings. At September 30, 2017 and December 31, 2016, the Company had $1.729 billion and $1.810 billion, respectively, outstanding under the Term Loan and no amounts outstanding under the Revolving Credit Facility.

The Company's outstanding $610.0 million of 7.75% senior notes due 2019 (the "7.75% Senior Notes") mature on May 1, 2019. Notwithstanding the stated maturity date of the Term Loan, as a result of a springing maturity provision, if on January 30, 2019, the aggregate principal amount of 7.75% Senior Notes outstanding exceeds $200.0 million, the Term Loan maturity date will be accelerated to January 30, 2019.

In the event amounts are outstanding under the Revolving Credit Facility or any letters of credit are outstanding that have not been collateralized by cash as of the end of each quarter, the Credit Agreement requires compliance with a consolidated first lien leverage ratio covenant. The required ratio at September 30, 2017 was 4.25 to 1.0, and that ratio periodically decreases until it reaches 4.0 to 1.0 on March 31, 2018. As we currently have no borrowings outstanding under the Revolving Credit Facility, we are not required to comply with that ratio. However, as of September 30, 2017, our actual leverage ratio exceeded the required ratio.

We are also party to a five-year, $50.0 million revolving accounts receivable securitization facility entered into on December 6, 2013 (the “Securitization Facility”) with Wells Fargo (as successor to General Electric Capital Corporation), as a lender, swing line lender and administrative agent (together with any other lenders party thereto from time to time, the “Lenders”). Pursuant to a Receivables Sale and Servicing Agreement, dated as of December 6, 2013 (the “Sale Agreement”), certain subsidiaries of the Company sell and/or contribute their existing and future accounts receivable to a special purpose entity and wholly-owned subsidiary of the Company (the “SPV”). The SPV may thereafter make borrowings from the Lenders, which borrowings are secured by those receivables, pursuant to an Amended and Restated Receivables Funding and Administration Agreement, dated as of March 15, 2017.

At September 30, 2017, our long-term debt consisted of $1.729 billion outstanding under the Term Loan and $610.0 million in 7.75% Senior Notes. No amounts were outstanding under the Revolving Credit Facility or the Securitization Facility.

On January 3, 2014 (the "Commencement Date”), Merlin Media, LLC (“Merlin”) and the Company entered into a local marketing agreement. Under this local marketing agreement, the Company is responsible for operating two FM radio stations in Chicago, Illinois, for monthly fees payable to Merlin of approximately $0.3 million, $0.4 million, $0.5 million and $0.6 million in the first, second, third and fourth years following the Commencement Date, respectively, in exchange for the Company retaining the operating profits from these radio stations.
The Company and Merlin also entered into an agreement pursuant to which the Company had the right to purchase these two FM radio stations until October 5, 2017 for an amount in cash equal to the greater of (i) $70.0 million minus the aggregate amount of monthly fees paid by the Company on or prior to the earlier of the closing date or the date that is four years after the Commencement Date; or (ii) $50.0 million. Conversely, Merlin has the right to require the Company to purchase these two FM radio stations at any time during a ten business day period commencing October 6, 2017 for $71.0 million, minus the aggregate amount of monthly fees paid by the Company on or prior to the earlier of the closing date and January 2, 2018.
On October 6, 2017, Merlin notified the Company that it was exercising the right to require the Company to acquire the stations.

In accordance with the requirements of Accounting Standards Update (“ASU”), or ASU 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40), or ASC 205-40, the Company has the responsibilityGAAP to evaluate at each reporting period, including interim periods, whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations. In its evaluation for this report, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s conditional and unconditional obligations due for 12 months following the date of issuance of this Quarterly Report on Form 10-Q.
As of September 30, 2017, the Company had $69.4 million of cash and cash equivalents and $50.0 million of availability under its Securitization Facility. The Company has generated positive cash flows from operating activities of $34.1 million and $32.3 million for the nine months ended September 30, 2017 and 2016, respectively. The Company expects it will continue to generate positive cash flows from operating activities in the fourth quarter of 2017 and full year 2018. Although the servicing of the Company’s debt obligations requires a substantial amount of the cash generated, the Company anticipates that its current capital resources will enable it to meet its anticipated debt service obligations, operational expenses and capital expenditures through at least the third quarter of calendar year 2018, assuming that the Company’s lenders and other creditors do not accelerate any amounts due to them, as described in more detail below.
Amounts outstanding under the Term Loan mature on December 23, 2020 and the 7.75% Senior Notes mature on May 1, 2019. Notwithstanding these maturity dates, the Credit Agreement includes a springing maturity provision that provides that if on January 30, 2019, the aggregate principal amount of  7.75% Senior Notes outstanding exceeds $200.0 million, the maturity date of the Term Loan will be accelerated to January 30, 2019. If the Company is unable to refinance or extend its term loan or the 7.75% Senior Notes, or take other steps to create additional liquidity or otherwise avoid the occurrence of the springing maturity, forecasted cash flows would not be sufficient for the Company to meet its obligations as of January 30, 2019.     
On October 30, 2017, the Restructuring Committee of the Board of Directors authorized the Company to forgo the scheduled interest payment on the 7.75% Senior Notes on November 1, 2017 of approximately $23.6 million and thus enter into the applicable 30-day grace period under the terms of the indenture governing such notes (the “Indenture”). This nonpayment constitutes a “default” under the terms of the Indenture, which matures into an “Event of Default” (as defined in the Indenture) if such “default” is not cured or waived before the expiration of the 30-day grace period on December 1, 2017. Upon the occurrence of an Event of Default, the trustee under the Indenture, or the holders of a specified percentage of 7.75% Senior Notes, may declare all outstanding amounts immediately due and payable. Such an Event of Default would also constitute an event of default under the Credit Agreement, which would permit the lenders thereunder to declare all amounts outstanding under the Credit Agreement to be immediately due and payable.

As previously disclosed, the Company, with the assistance of outside advisors, is in private discussions with its lenders and the holders of its 7.75% Senior Notes to proactively restructure its balance sheet and reduce its debt. Such restructuring or refinancing transactions could include the issuance of additional equity securities in satisfaction of a portion of our indebtedness outside of the protections of Chapter 11 of the U.S. Bankruptcy Code. We cannot provide any assurances of our ability to timely complete any such transactions, or the structure or likelihood of success thereof. If the Company is unsuccessful in restructuring or refinancing its indebtedness outside the court-approved process, it could seek to effectuate a restructuring under the protection of Chapter 11 of the U.S. Bankruptcy Code.
Based on the significance of the Company's debt balance and the potential that the Company could seek protection from creditors under Chapter 11 of the U.S. Bankruptcy Code, the Company determined that, as a result of these two factors and as

required by the accounting guidance cited above, there is substantial doubt as to the Company’s ability to continue as a going concern for a period of 12 months following the date of issuance of this Quarterly Report on Form 10-Q.
Notwithstanding the aforementioned, the accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the ability to continue as a going concern.

As previously disclosed, based on the results of required annual or interim impairment testing in certain recent historical periods, we incurred non-cash impairment charges against intangible assets and goodwill, including charges of $603.1 million for the year ended December 31, 2016. Such non-cash charges reduced our reported operating results in those periods; however, as these charges did not require a cash outlay, they had no effect on our liquidity position in the near term. As described elsewhere herein, we did not incur any impairment charges during the three and nine months ended September 30, 2017. Any future impairment charges could materially adversely affectassess our financial results in the periods in which they are recorded.

As previously disclosed, on March 21, 2017, the Company received a notification from the NASDAQ indicating that the Company was not in compliance with NASDAQ Listing Rule 5550(b)(1) (the "Equity Listing Rule") because the Company's stockholder's equity was below the minimum required amount,performance and because the Company did not meet the alternative continued listing standards of that Rule.  Separately, on April 5, 2017, the Company received a notification from the NASDAQ indicating that the Company was not in compliance with NASDAQ Listing Rule 5550(a)(2) (the "Bid Price Rule") because the bid price of the Company’s Class A common stock had closed below $1.00 per share for 30 consecutive business days.     
On September 1, 2017profitability. Consolidated adjusted earnings before interest, taxes, depreciation, and October 3, 2017, the Company received letters from NASDAQ (the “Notices”) to delist the Company’s shares from the Nasdaq Capital Market for noncompliance under the Equity Listing Rule and Bid Price Rule, respectively. In accordance with the Listing Rules of NASDAQ, the Company filed an appeal of the pending delisting actions.
On October 26, 2017, we appeared before The NASDAQ Hearings Panel, where we appealed the Nasdaq Listing Qualification determination to delist the Company's securities from The Nasdaq Capital Market. The Company’s Class A common stock will continue to trade on the Nasdaq Capital Market while the appeal hearing is pending. As previously stated, there can be no assurance that the Company will be successful in its appeal and that the NASDAQ hearings panel will grant the Company’s request for an extension of time to regain compliance with either the Rule or the Equity Rule. In each event, if the Company is unsuccessful in its appeal, or it is not able to regain compliance with the Rule or the Equity Rule within any extension of time granted by the NASDAQ hearings panel, the Company expects that trading in its Class A common stock would thereafter be suspended and the stock would be removed from listing on NASDAQ. If the Company’s Class A common stock is removed from listing on NASDAQ, the Company expects that such stock would be eligible to be traded on the OTC Markets, an electronic quotation service operated by OTC Markets Group Inc. for eligible securities traded over-the-counter, on or about the same day or shortly thereafter.
Our inability to maintain the listing of our Class A common stock on the NASDAQ stock market may adversely affect the liquidity and market price of our Class A common stock.

On June 5, 2017, the Company���s Board of Directors adopted a stockholder rights plan, which is scheduled to expire in June 2018.  Pursuant to the rights plan, the Company declared a dividend of one right for each outstanding share of Class A common stock of the Company, payable to holders of record on June 15, 2017.  The rights will initially trade with the Company’s Class A common stock and will generally become exercisable only if any person (or any persons acting in concert or as a group) acquires a voting or economic position in 4.99% or more of the Company’s outstanding Class A common stock. If the rights become exercisable, all holders of rights (other than any triggering person) will be entitled to acquire shares of Class A common stock at a 50% discount or the Company may exchange each Right held by such holders for one share of Class A common stock. Under the rights plan, any person that owned more than 4.99% of the Company’s outstanding Class A common stock may continue to own its shares of Class A common stock but may not acquire a voting or economic interest in any additional shares of Class A common stock without triggering the rights plan.

Seasonality and Cyclicality
Our advertising revenues vary by quarter throughout the year. As is typical with advertising revenue supported businesses, our first calendar quarter typically produces the lowest revenues of any quarter during the year, as advertising generally declines following the winter holidays. The second and fourth calendar quarters typically produce the highest

revenues for the year. In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political candidates, political parties and special interest groups. This political spending typically is heaviest during the fourth quarter.

Advertising Revenue and amortization ("Adjusted EBITDA

Our primary source of revenueEBITDA") is the sale of advertising time. Our sales of advertising time are primarily affected by the demand from local, regional and national advertisers, which also impacts the advertising rates we charge. Advertising demand and rates are based primarily on the ability to attract audiences in the demographic groups targeted by such advertisers, as measured principally by various ratings agencies on a periodic basis. We endeavor to provide compelling programming and form connections between our on-air talent and listeners in order to develop strong listener loyalty, and we believe that the diversification of our formats and programs, including non-music formats and proprietary content, helps to insulate us from the effects of changes in the musical tastes of the public with respect to any particular format.

We strive to maximize revenue by managing our on-air inventory of advertising time and adjusting prices based on supply and demand. The optimal number of advertisements available for sale depends on the programming format of a particular radio program. Each program has a general target level of on-air inventory available for advertising. This target level of advertising inventory may vary at different times of the day but tends to remain stable over time. We seek to broaden our base of advertisers in each of our markets by providing a wide array of audience demographic segments across each cluster of stations, thereby providing potential advertisers with an effective means to reach a targeted demographic group. Our advertising contracts are generally short-term. We generate most of our revenue from local and regional advertising, which is sold primarily by a station’s sales staff.

In addition to local and regional advertising revenues, we monetize our available inventory in both national spot and network sales marketplaces using our national platform. To effectively deliver network advertising for our customers, we distribute content and programming through third party affiliates in order to reach a broader national audience. Typically, in exchange for the right to broadcast radio network programming, third party affiliates remit a portion of their advertising time to us, which is then aggregated into packages focused on specific demographic groups and sold by us to our advertiser clients that want to reach those demographic groups on a national basis.

In the broadcasting industry, we sometimes utilize trade or barter agreements that exchange advertising time for goods or services such as travel or lodging, instead of for cash. Trade revenue totaled $28.9 million and $26.5 million for the nine months ended September 30, 2017 and 2016, respectively.

We continually evaluate opportunities to increase revenues through new platforms, including technology-based initiatives. As a result of those revenue increasing opportunities through new platforms, our operating results in any period may be affected by the incurrence of advertising and promotion expenses that typically do not have an effect on revenue generation until future periods, if at all. In addition, as part of this evaluation we also from time to time reorganize and discontinue certain redundant and/or unprofitable content vehicles across our platform which we expect will impact our broadcast revenues in the future. To date inflation has not had a material effect on our revenues or results of operations, although no assurances can be provided that material inflation in the future would not materially adversely affect us.
Consolidated Adjusted EBITDA and segment Adjusted EBITDA are the financial metricsmetric by which management and the chief operating decision maker allocate resources of the Company and analyze the performance of the Company as a whole and each of our reportable segments, respectively.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 excluding the impact of local marketing agreement fees, is a key metric for purposes of calculating and determining our compliance with certain covenants contained in our Refinanced Credit Agreement.

The Company excludes fromIn determining Adjusted EBITDA, items not related to core operations and those that are non-cash including:we exclude the following from net loss: interest, taxes, depreciation, amortization, stock-based compensation expense, gain or loss on the exchange, sale, or saledisposal of any assets or stations or early extinguishment of debt, local marketing agreement fees, restructuring costs, expenses relating to acquisitions restructuring costsand divestitures, non-routine legal expenses incurred in connection with certain litigation matters, and non-cash impairments of assets.

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), operating income, cash flows from operating activities or any other measure for determining the Company’sour operating performance or liquidity that is calculated in accordance with GAAP. In addition, Adjusted EBITDA may be defined or calculated differently by other companies, and comparability may be limited.

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Consolidated Results of Operations
Analysis of Consolidated Results of Operations

A quantitative reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, follows in this section.
The following selected data from our unaudited condensed consolidated statementsCondensed Consolidated Statements of operationsOperations and other supplementary data should be referredprovides information that our management believes is relevant to while reading thean assessment and understanding of our results of operations and financial condition. This discussion that followsshould be read in conjunction with our unaudited Condensed Consolidated Statements of Operations and notes thereto appearing elsewhere herein (dollars in thousands):.
Three Months Ended June 30,
202220212022 vs 2021 Change
$%
STATEMENT OF OPERATIONS DATA:
Net revenue$236,741 $224,718 $12,023 5.4 %
Content costs83,184 82,882 302 0.4 %
Selling, general and administrative expenses96,835 93,063 3,772 4.1 %
Depreciation and amortization13,815 13,163 652 5.0 %
Local marketing agreement fees13 193 (180)(93.3)%
Corporate expenses15,819 22,971 (7,152)(31.1)%
Gain on sale or disposal of assets or stations(15)(179)164 (91.6)%
Operating income27,090 12,625 14,465 114.6 %
Interest expense(16,116)(18,091)1,975 (10.9)%
Gain on early extinguishment of debt1,597 — 1,597 N/A
Other (expense) income, net(30)314 (344)N/A
Income (loss) before income taxes12,541 (5,152)17,693 N/A
Income tax expense(3,887)(739)(3,148)426.0 %
Net income (loss)$8,654 $(5,891)$14,545 N/A
KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA$45,485 $36,857 $8,628 23.4 %

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Six Months Ended June 30,
Three Months Ended September 30, Nine Months Ended September 30, % Change
Three Months
Ended		 
% Change
Nine Months
Ended
202220212022 vs 2021 Change
2017
2016 2017 2016    $%
STATEMENT OF OPERATIONS DATA:           STATEMENT OF OPERATIONS DATA:
Net revenue$287,240
 $286,136
 $841,801
 $841,859
 0.4 % — %Net revenue$468,773 $426,446 $42,327 9.9 %
Content costs96,321
 115,348
 291,390
 312,526
 (16.5)% (6.8)%Content costs174,509 173,030 1,479 0.9 %
Selling, general and administrative expenses119,293
 117,387
 354,189
 352,474
 1.6 % 0.5 %Selling, general and administrative expenses192,127 183,161 8,966 4.9 %
Depreciation and amortization15,208
 21,957
 47,610
 68,023
 (30.7)% (30.0)%Depreciation and amortization27,369 26,573 796 3.0 %
Local marketing agreement fees2,717
 2,481
 8,137
 10,351
 9.5 % (21.4)%Local marketing agreement fees18 689 (671)(97.4)%
Corporate expenses (including stock-based compensation expense)10,853
 9,960
 32,281
 34,028
 9.0 % (5.1)%
Gain on sale of assets or stations(83) (94,014) (2,585) (97,155) (99.9)% (97.3)%
Impairment of intangible assets and goodwill—
 —
 —
 1,816
 ** **
Corporate expensesCorporate expenses33,983 39,409 (5,426)(13.8)%
Gain on sale or disposal of assets or stationsGain on sale or disposal of assets or stations(1,126)(462)(664)143.7 %
Operating income42,931
 113,017
 110,779
 159,796
 (62.0)% (30.7)%Operating income41,893 4,046 37,847 935.4 %
Interest expense(35,335) (34,929) (103,742) (103,896) (1.2)% 0.1 %Interest expense(31,981)(35,640)3,659 (10.3)%
Interest income34
 139
 106
 364
 (75.5)% (70.9)%
Loss on early extinguishment of debt(1,063) —
 (1,063) —
 ** **
Other (expense) income, net(36) 882
 (64) 1,598
 (104.1)% (104.0)%
Income before income taxes6,531
 79,109
 6,016
 57,862
 (91.7)% (89.6)%
Income tax expense(5,257) (32,788) (6,465) (24,904) (84.0)% 74.0 %
Gain on early extinguishment of debtGain on early extinguishment of debt1,597 — 1,597 N/A
Other expense, netOther expense, net(53)174 (227)N/A
Income (loss) before income taxesIncome (loss) before income taxes11,456 (31,420)42,876 N/A
Income tax (expense) benefitIncome tax (expense) benefit(3,707)3,611 (7,318)N/A
Net income (loss)$1,274
 $46,321
 $(449) $32,958
 (97.2)% (101.4)%Net income (loss)$7,749 $(27,809)$35,558 N/A
KEY FINANCIAL METRIC:        

  
KEY NON-GAAP FINANCIAL METRIC:KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA$61,765
 $43,884
 $167,899
 $148,998
 40.7 % 12.7 %Adjusted EBITDA$76,698 $45,789 $30,909 67.5 %
           
** Calculation is not meaningful          



Three Months Ended SeptemberJune 30, 2017 Compared2022 compared to the Three Months Ended SeptemberJune 30, 20162021
Net Revenue
Broadcast advertising revenue. Most of our revenue is generated through the sale of terrestrial, also known as broadcast, radio advertising time to local, regional, and national clients. Local spot and regional spot advertising is sold by Cumulus employed sales executives. National spot advertising for our owned-and-operated stations is marketed and sold by both Katz Media in an outsourced arrangement as well as our own internal national sales team, which collectively markets to advertisers under the sales brand of Westwood One Media Sales. Network advertising airing across our owned, operated and affiliated stations is sold by our internal sales team located across the United States under the Westwood One Networks brand to predominantly national and regional advertisers.
Digital advertising revenue. We generate digital advertising revenue from the sale of advertising and promotional opportunities across our streaming audio network, digital commerce platform, websites and mobile applications. We operate the fourth largest streaming audio advertising network in the United States, including owned and operated internet radio simulcast stations, and other third party digital audio companies with whom we have advertising reseller agreements. Additionally, we sell digital advertising adjacent to or embedded in podcasts through our network of owned and third party podcasts. Our digital commerce platform utilizes couponing and discounted daily deals to create promotional opportunities for local, regional and national clients under our Sweet Deals and Incentrev brands. We also sell banner and other display ads across more than 400 local radio station websites, mobile applications, and ancillary custom client microsites.
Political advertising revenue. Political advertising revenue is generated across all of our broadcast and digital assets, but we highlight it as a separate category to distinguish its highly cyclical nature versus core revenue. Political advertising is generally strongest during even-numbered years, especially in the fourth quarter of such years, when most national and state elections are conducted. In addition to candidate advertising revenue, we also receive advertising revenue from special interest and advocacy groups.
License Fees & Other. All other non-advertising based revenue types where the Company participates are aggregated in our License Fees & Other revenue category. This includes fees we receive for content licensing, third party network compensation, proprietary software licensing, subleases and rents (predominantly for owned towers), and all other revenue.
Net revenue for the three months ended SeptemberJune 30, 2017 increased $1.1 million, or 0.4%, to $287.2 million,2022, compared to $286.1 millionnet revenue for the three months ended SeptemberJune 30, 2016. The increase resulted2021, increased $12.0 million or 5%. Net revenue increased $6.4 million from higher digital advertising revenue driven by increased podcasting and digital marketing services. Spot broadcast revenue grew $6.1 million primarily from local advertising which was strengthened by COVID-19 economic recovery and higher political revenue driven by election cycle seasonality. Other revenue increased $6.1 million from higher trade and barter, event and remote revenues which continued to rebound from COVID-19 economic recovery. These increases of $4.0 million and $0.7 million in license fees and other and digital advertising, respectively,were partially offset by decreases$6.6 million of $1.8 million and $1.8 million in broadcastlower network advertising and political advertising, respectively. For a discussion of net revenue by segment and a comparison between the three months ended September 30, 2017 and the three months ended September 30, 2016, see the discussion under "Segment Results of Operations."resulting primarily from current macroeconomic conditions.
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 SeptemberJune 30, 2017 decreased by $19.0 million, or 16.5%, to $96.3 million,2022, compared to $115.3 millioncontent costs for the three months ended SeptemberJune 30, 2016. The decrease was primarily driven by the impact of an expense of $14.4 million at Westwood One incurred during the third quarter of 2016, related to payments to CBS to resolve previously disputed syndicated programming and network inventory expenses, and lower content costs at the Station Group, partially offset by higher content costs at Westwood One associated with increased revenue.2021, remained generally consistent period over period.
Selling, General and& 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 SeptemberJune 30, 2017 increased by $1.9 million, or 1.6%, to $119.3 million2022, compared to $117.4 millionselling, general and administrative expenses for the three months ended SeptemberJune 30, 2016. The increase resulted2021, increased primarily from an increasehigher trade, remote, event, and talent expenses related to the continued return of $2.1 million insporting and other events, and higher bad debt expense. These increases were partially offset by a reduction of selling, general and administrative expenses resulting from an operational realignment of certain support functions to corporate and lower incentive costs attributed to a decline in network broadcast revenue.
Depreciation and Amortization
Depreciation and amortization expense for the three months ended SeptemberJune 30, 2017 decreased $6.7 million, or 30.7%, to $15.2 million,2022 as compared to $22.0 milliondepreciation and amortization expense for the three months ended SeptemberJune 30, 2016. This decrease was primarily caused by2021 increased as a result of additional amortization from an asset acquisition in the third quarter of 2021.

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decrease in amortization expenseLocal Marketing Agreement Fees
Local marketing agreements ("LMA") are those agreements under which one party programs a radio station on behalf of our definite-lived intangible assets, which resulted fromanother party. LMA fees for the amortization methodology we apply basedthree months ended June 30, 2022 compared to LMA fees for the three months ended June 30, 2021 decreased as the Company ended the LMA for KQOB-FM on the expected pattern in which the underlying assets' economic benefits are consumed.December 31, 2021.
Corporate Expenses Including Stock-based CompensationExpense
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 includingalso include restructuring costs and stock-based compensation expense,expense. Corporate expenses for the three months ended SeptemberJune 30, 2017 increased $0.9 million, or 9.0%, to $10.9 million,2022 compared to $10.0 millioncorporate expenses for the three months ended SeptemberJune 30, 2016. This increase2021 decreased primarily as a result of a legal settlement in 2021, lower incentive compensation, and lower employee benefit costs. These decreases were partially offset by higher salary costs resulting from an operational realignment of certain support functions to corporate.
Gain on Sale or Disposal of Assets or Stations
The gain on sale or disposal of assets or stations for the three months ended June 30, 2022 was primarily driven by an increase in restructuring related costs.insurance proceeds received from hurricane damage and the sale of certain assets offset by fixed asset disposals and the surrender of a broadcast license.

GainThe gain on Salesale or disposal of Assetsassets or Stations
Duringstations for the three months ended SeptemberJune 30, 2017 we recorded a gain on sale of assets or stations of $0.1 million. During the three months ended September 30, 2016, we completed the sale of certain land and buildings2021 was primarily driven by insurance proceeds received for $110.6 million in cash2020 hurricane damage which resulted in a one-time net gain of $94.0 million.were mostly offset by fixed asset dispositions.
Interest Expense
Total interest expense for the three months ended SeptemberJune 30, 2017 increased $0.4 million, or 1.2%, to $35.3 million2022, decreased when compared to $34.9 millionthe total interest expense for the three months ended SeptemberJune 30, 2016.2021. The majority of the increase resulted from an increase in interest rates.
The following summarybelow table details the components of our total interest expense by debt instrument (dollars in thousands):
Three Months Ended June 30,
20222021$ Change
Term Loan due 2026$4,126 $5,193 $(1,067)
6.75% Senior Notes7,370 7,637 (267)
2020 Revolving Credit Facility— 86 (86)
Financing liabilities3,892 3,516 376 
Other, including debt issuance cost amortization and write-off728 1,659 (931)
Interest expense$16,116 $18,091 $(1,975)
 Three Months Ended September 30, 2017 vs 2016
 2017 2016 $ Change % Change
7.75% Senior Notes$11,819
 $11,819
 $—
 —%
Bank borrowings – term loans and revolving credit facilities20,234
 19,973
 261
 1.3%
Other, including debt issue cost amortization3,282
 3,137
 145
 4.6%
Interest expense$35,335
 $34,929
 $406
 1.2%
Income TaxesTax Expense
For the three months ended SeptemberJune 30, 2017,2022, the Company recorded an income tax expense of $5.3$3.9 million on pre-tax book income before income taxes of $6.5$12.5 million, resulting in an effective tax rate forof approximately 31.0%. For the three months ended SeptemberJune 30, 20172021, the Company recorded an income tax expense of $0.7 million on pre-tax book loss of $5.2 million, resulting in an effective tax rate of approximately 80.5%(14.3)%.
The difference between the effective tax rate and the federal statutory rate of 35.0%21.0% for the three monthsmonth period ended SeptemberJune 30, 20172022, primarily relates to state and local income taxes and the tax effect of certain statutory non-deductible items, the tax effect of changes in uncertain tax positions, and state tax law changes enacted during the period.expenses.
For the three months ended September 30, 2016, the Company recorded income tax expense of $32.8 million on income before income taxes of $79.1 million, resulting in an effective tax rate for the three months ended September 30, 2016 of approximately 41.4%. The difference between the effective tax rate and the federal statutory rate of 35%21.0% for the three monthsmonth period ended SeptemberJune 30, 2016 relates to2021, 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 tax effect of certain statutory non-deductible items, the tax effect of changes in uncertain tax positions, the tax effect of stock option terminations and forfeitures, as well as adjustments for differences between the amounts estimated in the tax provision and the actual amounts in the tax return.taxes.
The accompanying unaudited interim condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company continues to believe that the remaining deferred tax assets are more likely than not to be realized. If, however, the Company is not able to generate sufficient future income during the attribute carryforward period or expectations around future events or earnings change, these deferred tax assets may require a valuation allowance.


Adjusted EBITDA
As a result of the factors described above, Adjusted EBITDA for the three months ended September 30, 2017 increased 40.7% or $17.9 million to $61.8 million from $43.9of $45.5 million for the three months ended SeptemberJune 30, 2016. For a discussion of2022, compared to the Adjusted EBITDA by segment and a comparison betweenof $36.9 million for the three months ended SeptemberJune 30, 20172021, increased $8.6 million.

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Six Months Ended June 30, 2022 compared to the Six Months Ended June 30, 2021
Net Revenue
Net revenue for the six months ended June 30, 2022, compared to net revenue for the six months ended June 30, 2021, increased $42.3 million or 10%. Other revenue increased $17.4 million, of which $9.1 million was from higher trade and barter, event and remote revenues which continued to rebound from COVID-19 economic recovery and $8.3 million was the result of a fee received from the early termination of a revenue agreement. Spot broadcast revenue grew $17.1 million from local and national advertising which were strengthened by COVID-19 economic recovery and higher political revenue which was driven by election cycle seasonality. Digital advertising revenue increased $11.2 million from increased podcasting and digital marketing services. These increases were partially offset by $3.4 million of lower network advertising revenue resulting primarily from current macroeconomic conditions.
Content Costs
Content costs consist of all costs related to the licensing, acquisition and development of our programming. Content costs for the six months ended June 30, 2022, compared to content costs for the six months ended June 30, 2021, increased primarily as a result of digital costs, which grew in line with digital advertising revenue.
Selling, General & Administrative Expenses
Selling, general and administrative expenses consist of expenses related to our sales efforts and distribution of our content across our platform and overhead in our markets. Selling, general and administrative expenses for the six months ended June 30, 2022, compared to selling, general and administrative expenses for the six months ended June 30, 2021, increased primarily from trade, remote, event, and talent expenses related to the continued return of sporting and other events, higher bad debt expense and higher local and digital commission expenses driven by local and digital advertising revenue growth. These increases were partially offset by a reduction of selling, general and administrative expenses resulting from an operational realignment of certain support functions to corporate.
Depreciation and Amortization
Depreciation and amortization expense for the six months ended June 30, 2022 as compared to depreciation and amortization expense for the six months ended June 30, 2021 increased as a result of additional amortization from an asset acquisition in the third quarter of 2021.
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 six months ended June 30, 2022 compared to LMA fees for the six months ended June 30, 2021 decreased as the Company ended the LMA for KQOB-FM on December 31, 2021.
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 six months ended June 30, 2022 compared to corporate expenses for the six months ended June 30, 2021 decreased primarily as a result of a legal settlement in 2021, lower incentive compensation, and lower employee benefit costs. These decreases were partially offset by higher salary costs resulting from an operational realignment of certain support functions to corporate.
Gain on Sale or Disposal of Assets or Stations
The gain on sale or disposal of assets or stations for the six months ended June 30, 2022 was primarily driven by insurance proceeds received from hurricane damage and the threesale of certain assets and stations which were partially offset by fixed asset dispositions and the surrender of a broadcast license.
The gain on sale or disposal of assets or stations for the six months ended SeptemberJune 30, 2016, see2021 was primarily driven by insurance proceeds received for 2020 hurricane damage which were partially offset by fixed asset dispositions.
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Interest Expense
Total interest expense for the discussion under "Segment Resultssix months ended June 30, 2022, decreased when compared to the total interest expense for the six months ended June 30, 2021. The below table details the components of Operations."our interest expense by debt instrument (dollars in thousands):
Six Months Ended June 30,
20222021$ Change
Term Loan due 2026$8,367 $10,705 $(2,338)
6.75% Senior Notes14,958 15,279 (321)
2020 Revolving Credit Facility— 274 (274)
Financing liabilities7,398 7,094 304 
Other, including debt issuance cost amortization and write-off1,258 2,288 (1,030)
Interest expense$31,981 $35,640 $(3,659)
Income Tax Expense
For the six months ended June 30, 2022, the Company recorded an income tax expense of $3.7 million on pre-tax book income of $11.5 million, resulting in an effective tax rate of approximately 32.4%. For the six months ended June 30, 2021, the Company recorded an income tax benefit of $3.6 million on pre-tax book loss of $31.4 million, resulting in an effective tax rate of approximately 11.5%.
The difference between the effective tax rate and the federal statutory rate of 21.0% for the six month period ended June 30, 2022 primarily relates to state and local income taxes and the effect of certain statutory non-deductible expenses.
The difference between the effective tax rate and the federal statutory rate of 21.0% for the six month period ended June 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.
Adjusted EBITDA
As a result of the factors described above, Adjusted EBITDA of $76.7 million for the six months ended June 30, 2022, compared to the Adjusted EBITDA of $45.8 million for the six months ended June 30, 2021, increased $30.9 million.
Reconciliation of Non-GAAP Financial Measure
The following table reconcilestables reconcile Adjusted EBITDA to net income (loss) (the most directly comparable financial measure calculated and presented in accordance with GAAP) as presented in the accompanying unaudited consolidated statementsCondensed Consolidated Statements of operationsOperations (dollars in thousands):
Three Months Ended June 30,
20222021
GAAP net income (loss)$8,654 $(5,891)
Income tax expense3,887 739 
Non-operating expenses, including net interest expense16,146 17,777 
Local marketing agreement fees13 193 
Depreciation and amortization13,815 13,163 
Stock-based compensation expense1,687 1,358 
Gain on sale or disposal of assets or stations(15)(179)
Gain on early extinguishment of debt(1,597)— 
Restructuring costs2,245 2,895 
Non-routine legal expenses394 6,599 
Franchise taxes256 203 
Adjusted EBITDA$45,485 $36,857 
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 Three Months Ended September 30, 
% Change
Three Months
Ended
 2017 2016  
GAAP net income$1,274
 $46,321
 (97.2)%
Income tax expense5,257
 32,788
 (84.0)%
Non-operating expenses, net - including interest expense35,336
 33,908
 4.2 %
Local marketing agreement fees2,717
 2,481
 9.5 %
Depreciation and amortization15,208
 21,957
 (30.7)%
Stock-based compensation expense354
 735
 (51.8)%
Gain on sale of assets or stations(83) (94,014) **
Loss on early extinguishment of debt1,063
 —
 **
Acquisition-related and restructuring costs (credits)499
 (450) **
Franchise and state taxes140
 158
 (11.4)%
Adjusted EBITDA$61,765
 $43,884
 40.7 %
      
** Calculation is not meaningful     
Six Months Ended June 30,
20222021
GAAP net income (loss)$7,749 $(27,809)
Income tax expense (benefit)3,707 (3,611)
Non-operating expenses, including net interest expense32,034 35,466 
Local marketing agreement fees18 689 
Depreciation and amortization27,369 26,573 
Stock-based compensation expense3,194 2,415 
Gain on sale or disposal of assets or stations(1,126)(462)
Gain on early extinguishment of debt(1,597)— 
Restructuring costs4,522 4,473 
Non-routine legal expenses464 7,627 
Franchise taxes364 428 
Adjusted EBITDA$76,698 $45,789 

Nine Months Ended SeptemberLiquidity and Capital Resources
As of June 30, 2017 Compared to the Nine Months Ended September 30, 2016
Net revenue for the nine months ended September 30, 2017 remained relatively flat at $841.82022, we had $108.7 million compared to $841.9of cash and cash equivalents. The Company generated cash from operating activities of $30.5 million and $20.7 million for the ninesix months ended June 30, 2022, and June 30, 2021, 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 our cash flows from operations are subject to a number of risks and uncertainties, we anticipate that our cash on hand, future cash expected to be generated from operations, borrowings from time to time under the Refinanced Credit Agreement (or any such other credit facility as may be in place at the appropriate time) and, potentially, external equity or debt financing, will be sufficient to fund our operations, any debt service obligations, estimated capital expenditures, and share or debt repurchases.
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.
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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. On June 3, 2022, we entered into an amendment (the "Amendment") to our 2020 Revolving Credit Agreement to, among other things, (i) extended the maturity date of all borrowings under the 2020 Revolving Credit Facility to June 3, 2027, provided, that if any of the Company’s indebtedness with an aggregate principal amount in excess of $35.0 million is outstanding on the date that is 90 days prior to the stated maturity of such indebtedness (each such date, a "Springing Maturity Date"), then the maturity date of all borrowings under the 2020 Revolving Credit Facility will instead be such Springing Maturity Date, and (ii) modify certain terms of the 2020 Revolving Credit Facility to replace the relevant benchmark provisions from the London Interbank Offered Rate to the Secured Overnight Financing Rate. Except as modified by the Amendment, the existing terms of the 2020 Revolving Credit Agreement remained in effect. 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.
Share Repurchase Program
On May 3, 2022, the Board of Directors authorized a share repurchase program for up to $50.0 million of outstanding Class A common stock. The share repurchase authorization expires November 3, 2023. Purchases made pursuant to the program may be made from time to time, at the Company’s discretion, in the open market, through privately negotiated transactions or through other manners as permitted by federal securities laws including, but not limited to, 10b5-1 trading plans, accelerated stock repurchase programs and tender offers. The specific timing, manner, price and amount of any repurchases will be determined by the Company and may be subject to economic and market conditions, stock price, applicable legal requirements and other factors.
Under the share repurchase authorization, on May 6, 2022, the Company commenced a modified Dutch tender offer to purchase up to $25.0 million of shares of its Class A common stock at a price not greater than $16.50 and not less than $14.50 per share of Class A common stock, to the tendering shareholder in cash, less any applicable withholding taxes and without interest (the "Offer"). The Offer expired on June 3, 2022. Through the Offer, the Company accepted for payment a total of 1,724,137 shares of the Company's Class A Common stock at a purchase price of $14.50 per share, for an aggregate cost of approximately $25.0 million, excluding fees and expenses. Shares repurchased under the Offer are accounted for as treasury stock and the total cost of shares repurchased is recorded as a reduction of stockholder's equity in the unaudited condensed consolidated balance sheet. Subsequent to the Offer and as of June 30, 2016. Political advertising and broadcast advertising revenue decreased2022, $25.0 million of the Company's outstanding Class A common stock remained available for repurchase under the share repurchase program.
Cash Flows Provided by $4.7 million and $1.1 million, respectively,Operating Activities
Six Months Ended June 30,
20222021
(Dollars in thousands)
Net cash provided by operating activities$30,524 $20,691 
Net cash provided by operating activities for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 increased as a result of improved operating results which was partially offset by increases of $2.9 million and $2.8 millionchanges in digital and license fee and other revenue, respectively. For a discussion of net revenue by segment and a comparison betweenworking capital.
Cash Flows Used in Investing Activities
Six Months Ended June 30,
20222021
(Dollars in thousands)
Net cash used in investing activities$(7,938)$(11,130)
Net cash used in investing activities for the ninesix months ended SeptemberJune 30, 2017 and the nine months ended September 30, 2016, see "Segment Results2022 consists primarily of Operations."
Content Costs
Content costs for the nine months ended September 30, 2017 decreased by $21.1 million, or 6.8%, to $291.4 million, compared to $312.5 million for the nine months ended September 30, 2016. The decrease was driven primarily by the impact of the $14.4 million expense at Westwood One incurred during the third quarter of 2016 related to payments to CBS to resolve previously disputed syndicated programming and network inventory expenses, $3.2 million of expense in the second quarter of 2016 that related to a one-time correction to music licensing fees and certain content cost savings at Westwood One and the Station Group,capital expenditures partially offset by higher content costs at Westwood One associated with increased revenue.proceeds from the sale of certain assets and stations and insurance proceeds received from hurricane damage.
Selling, General and Administrative Expenses
Selling, general and administrative expenses forFor the ninesix months ended SeptemberJune 30, 2017 remained relatively flat, increasing by $1.7 million,2021, net cash used in investing activities relates to $354.2 million compared to $352.5 million forcapital expenditures.
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Cash Flows Used in Financing Activities
Six Months Ended June 30,
20222021
(Dollars in thousands)
Net cash used in financing activities$(90,920)$(156,344)
For the ninesix months ended SeptemberJune 30, 2016.2022, net cash used in financing activities primarily relates to the repurchase of $49.8 million principal amount of 6.75% Senior Notes for $48.2 million, the purchase of $25.0 million of treasury stock and a $12.5 million required Excess Cash Flow payment (as defined in the Term Loan due 2026).
Depreciation and Amortization
Depreciation and amortization forFor the ninesix months ended SeptemberJune 30, 2017 decreased $20.42021, net cash used in financing activities primarily relates to the total $115.0 million or 30.0%, to $47.6 million, compared to $68.0 million formandatory prepayments required by the nine months ended September 30, 2016. This decrease was primarily caused

by a decrease in amortization expenseterms of our definite-lived intangible assets, which resultedthe Company's debt agreements from the amortization methodology we apply to these assets that is based on the expected pattern in which the underlying assets' economic benefits are consumed.
Corporate Expenses, Including Stock-based CompensationExpense
Corporate expenses, including stock-based compensation expense, for the nine months ended September 30, 2017 decreased $1.7 million, or 5.1%, to $32.3 million, compared to $34.0 million for the nine months ended September 30, 2016. This decrease was caused by decreases in professional services, restructuring related costs, and stock-based compensation expense.
Impairmentproceeds of Intangible Assets and Goodwill

During the nine months ended September 30, 2016, we recorded an impairment charge to our definite-lived intangible assets of $1.8 million related to the re-positioning of the print publication of NASH Country Weekly to a digital only publication. There were no similar impairments for the nine months ended September 30, 2017.

Gain on Sale of Assets or Stations
During the nine months ended September 30, 2017, we recorded a gain of $2.6 million primarily related to the sale of land in our Salt Lake City, Utah market. During the three months ended September 30, 2016, we completed theBethesda, MD, and sale of certain land and buildings for $110.6 million which resulted in a one-time net gain of $94.0 million.
Interest Expense
Total interest expense for the nine months ended September 30, 2017 decreased $0.2 million, or 0.1% to $103.7 million compared to $103.9 million for the nine months ended September 30, 2016. The majoritysubstantially all of the decrease resulted fromCompany's broadcast communications tower sites and certain other related assets after giving effect to a reduction in total debt principal balances between the comparative periods.
The following summary details the componentsright of our total interest expense (dollars in thousands):
 Nine Months Ended September 30, 2017 vs 2016
 2017 2016 $ Change % Change
7.75% Senior Notes$35,456
 $35,456
 $—
 — %
Bank borrowings – term loans and revolving credit facilities58,994
 59,485
 (491) (0.8)%
Other, including debt issue cost amortization9,292
 8,955
 337
 3.8 %
Interest expense$103,742
 $103,896
 $(154) (0.1)%
Income Taxes
For the nine months ended September 30, 2017, the Company recorded income tax expense of $6.5reinvestment and a $60.0 million on income before income taxes of $6.0 million, resulting in an effective tax rate for the nine months ended September 30, 2017 of approximately 107.5%. The difference between the effective tax rate and the federal statutory rate of 35.0% for the nine months ended September 30, 2017, relates to state and local income taxes, the tax effect of certain statutory non-deductible items, the tax effect of stock option terminations and forfeitures, the tax effect of changes in uncertain tax positions, and enacted changes to state and local tax laws.
For the nine months ended September 30, 2016, the Company recorded income tax expense of $24.9 million on income before income taxes of $57.9 million, resulting in an effective tax rate for the nine months ended September 30, 2016 of approximately 43.0%.The difference between the effective tax rate and the federal statutory rate of 35.0% for the nine months ended September 30, 2016, primarily relates to state and local income taxes, an increase in the valuation allowance with respect to state net operating losses, the tax effect of certain statutory non-deductible items, the tax effect of changes in uncertain tax positions, enacted changes to state and local tax laws, as well as adjustments for differences between the amounts estimated in the tax provision and the actual amounts in the tax return.
The accompanying unaudited interim condensed consolidated financial statementsvoluntary pay down of the Company have been prepared on a going-concern basis,total amount previously outstanding under the 2020 Revolving Credit Agreement which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company continues to believe that the remaining deferred tax assets are more likely than not to be realized. If

however, the Company is not able to generate sufficient future income during the attribute carryforward period or expectations around future events or earnings change, these deferred tax assets may require a valuation allowance.
Adjusted EBITDA
As a result of the factors described above, Adjusted EBITDA for the nine months ended September 30, 2017 increased 12.7% or $18.9 million to $167.9 million from $149.0 million for the nine months ended September 30, 2016. For a discussion of Adjusted EBITDA by segment and a comparison between the nine months ended September 30, 2017 and the three months ended September 30, 2016, see the discussion under "Segment Results of Operations."
Reconciliation of Non-GAAP Financial Measure
The following table reconciles Adjusted EBITDA to net (loss) income, the most directly comparable financial measure calculated and presented in accordance with GAAP, as presented in the accompanying unaudited consolidated statements of operations (dollars in thousands):
 Nine Months Ended September 30, 
% Change
Nine Months
Ended
 2017 2016  
GAAP net (loss) income$(449) $32,958
 (101.4)%
Income tax expense6,465
 24,904
 (74.0)%
Non-operating expenses, net - including interest expense103,700
 101,934
 1.7 %
Local marketing agreement fees8,137
 10,351
 (21.4)%
Depreciation and amortization47,610
 68,023
 (30.0)%
Stock-based compensation expense1,422
 2,403
 (40.8)%
Gain on sale of assets or stations(2,585) (97,155) 97.3 %
Impairment of intangible assets and goodwill—
 1,816
 **
Loss on early extinguishment of debt1,063
 —
 **
Acquisition-related and restructuring costs2,116
 3,237
 (34.6)%
Franchise and state taxes420
 527
 (20.3)%
Adjusted EBITDA$167,899
 $148,998
 12.7 %
      
** Calculation is not meaningful     

Segment Results of Operations

The Company operates in two reportable segments for which there is discrete financial information available and whose operating results are reviewed by the chief operating decision maker. Radio Station Group revenue is derived primarily from the sale of broadcasting time to local, regional, and national advertisers. Westwood One revenue is generated primarily through network advertising. Corporate includes overall executive, administrative and support functions for both of our reportable segments, including programming, finance, legal, human resources and information technology functions.
As described above, the Company presents Adjusted EBITDA as the financial metric utilized by management to analyze the performance of each of our reportable segments. The reconciliation of segment Adjusted EBITDA to net income (loss) is presented in Note 12, "Segment Data" of the notes to the condensed consolidated financial statements.
The Company’s financial data by segment is presented in the tables below:

  Three Months Ended September 30, 2017
  Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $202,852
 $83,778
 $610
 $287,240
% of total revenue 70.6 % 29.2% 0.2% 100.0%
$ change from three months ended September 30, 2016 $(3,347) $4,365
 $86
 $1,104
% change from three months ended September 30, 2016 (1.6)% 5.5% 16.4% 0.4%

  Three Months Ended September 30, 2016
  Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $206,199
 $79,413
 $524
 $286,136
% of total revenue 72.1% 27.8% 0.1% 100.0%
Net revenue for the three months ended September 30, 2017 increased $1.1 million, or 0.4%, to $287.2 million, compared to $286.1 million for the three months ended September 30, 2016. The increase resulted from an increase of $4.4 million at Westwood One, partially offset by a decrease of $3.3 million at the Radio Station Group, while Corporate and Other was flat in comparison to the 2016 period. The increase at Westwood One was primarily caused by an increase in network advertising sales, partially offset by decreases in other revenues. The decrease at the Radio Station Group was a result of a decline of local advertising and political revenue.
  Three Months Ended September 30, 2017
  Radio Station Group Westwood One Corporate and Other Consolidated
Adjusted EBITDA $54,660
 $17,082
 $(9,977) $61,765
$ change from three months September 30, 2016 $(1,577) $19,771
 $(313) $17,881
% change from three months ended September 30, 2016 (2.8)% **
 (3.2)% 40.7%

  Three Months Ended September 30, 2016
  Radio Station Group Westwood One Corporate and Other Consolidated
Adjusted EBITDA $56,237
 $(2,689) $(9,664) $43,884
Adjusted EBITDA for the three months ended September 30, 2017 increased $17.9 million, or 40.7%, to $61.8 million from $43.9 million for the three months ended September 30, 2016. Adjusted EBITDA increased $19.8 million at Westwood One partially offset by a decreases of $1.6 million and $0.3 million within the Radio Station Group and Corporate and Other, respectively. The increase in Adjusted EBITDA at Westwood One was primarily caused by a $4.4 million increase in revenue, and a decrease in expenses of $14.4 million at Westwood One related to payments to CBS during the third quarter of 2016, to resolve previously disputed syndicated programming and network inventory expenses, partially offset by increases in expenses related to the higher revenue. The decrease in Adjusted EBITDA at Radio Station Group was caused by a decrease in revenue, which was partially offset by a decrease in content and personnel expenses.

  Nine Months Ended September 30, 2017
  Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $585,050
 $254,867
 $1,884
 $841,801
% of total revenue 69.5 % 30.3% 0.2% 100.0 %
$ change from nine months ended September 30, 2016 $(7,590) $7,360
 $172
 $(58)
% change from nine months ended September 30, 2016 (1.3)% 3.0% 10.0% — %

  Nine Months Ended September 30, 2016
  Radio Station Group Westwood One Corporate and Other Consolidated
Net revenue $592,640
 $247,507
 $1,712
 $841,859
% of total revenue 70.4% 29.4% 0.2% 100.0%
Net revenue for the nine months ended September 30, 2017 decreased $0.1 million, to $841.8 million, compared to $841.9 million for the nine months ended September 30, 2016. The decrease was a result of a $7.6 million revenue decline at the Radio Station Group, partially offset by a $7.4 million revenue increase at Westwood One, and a $0.2 million revenue increase in Corporate and Other revenue. Declines in local advertising revenue and political advertising revenue were partially offset by an increase in digital revenue at the Radio Station Group. The increase at Westwood One was primarily caused by an increase in network advertising sales, partially offset by decreases in other revenues.proceeds received from the PPP loans.
Off-Balance Sheet Arrangements
  Nine Months Ended September 30, 2017
  Radio Station Group Westwood One Corporate and Other Consolidated
Adjusted EBITDA $153,571
 $42,993
 $(28,665) $167,899
$ change from nine months ended September 30, 2016 $(5,707) $24,995
 $(387) $18,901
% change from nine months ended September 30, 2016 (3.6)% **
 (1.4)% 12.7%
We did not have any off-balance sheet arrangements as of June 30, 2022.

Critical Accounting Policies and Estimates
  Nine Months Ended September 30, 2016
  Radio Station Group Westwood One Corporate and Other Consolidated
Adjusted EBITDA $159,278
 $17,998
 $(28,278) $148,998
Adjusted EBITDA for the nine months ended September 30, 2017 increased $18.9 million, or 12.7%, to $167.9 million from $149.0 million for the nine months ended September 30, 2016. Adjusted EBITDA at Westwood One increased by $25.0 million, partially offset by decreases of $5.7 million at the Radio Station Group and $0.4 million at Corporate and Other. Adjusted EBITDA at Westwood One increased as a result of $7.4 million of increased revenues and a $14.4 million decrease in expenses at Westwood One related to payments to CBS during the third quarter of 2016, to resolve previously disputed syndicated programming and network inventory expenses, partially offset by increases in expenses related to the higher revenue. Adjusted EBITDA at Radio Station Group decreased as a result of a $7.6 million decline in revenue which was partially offset by lower expenses, including as a result of a $3.2 million expense in the second quarter of 2016 related to a one-time correction to music licensing fees and a decrease in content and personnel expenses.

The following tables reconcile segment net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to segment Adjusted EBITDA, for the three and nine months ended September 30, 2017 and 2016 (dollars in thousands):
  Three Months Ended September 30, 2017
  Radio Station Group Westwood One Corporate and Other Consolidated
GAAP net income (loss) $42,702
 $11,107
 $(52,535) $1,274
Income tax expense —
 —
 5,257
 5,257
Non-operating (income) expense, including net interest expense (1) 132
 35,205
 35,336
LMA fees 2,717
 —
 —
 2,717
Depreciation and amortization 9,349
 5,443
 416
 15,208
Stock-based compensation expense —
 —
 354
 354
(Gain) loss on sale of assets or stations (107) —
 24
 (83)
Loss on early extinguishment of debt —
 —
 1,063
 1,063
Acquisition-related and restructuring costs —
 400
 99
 499
Franchise and state taxes —
 —
 140
 140
Adjusted EBITDA $54,660
 $17,082
 $(9,977) $61,765

  Three Months Ended September 30, 2016
  Radio Station Group Westwood One Corporate and Other Consolidated
GAAP net income (loss) $134,119
 $(10,874) $(76,924) $46,321
Income tax expense —
 —
 32,788
 32,788
Non-operating (income) expense, including net interest expense (2) 59
 33,851
 33,908
Local marketing agreement fees 2,481
 —
 —
 2,481
Depreciation and amortization 13,653
 7,782
 522
 21,957
Stock-based compensation expense —
 —
 735
 735
Gain on sale of assets or stations (94,014) —
 —
 (94,014)
Acquisition-related and restructuring costs —
 344
 (794) (450)
Franchise and state taxes —
 —
 158
 158
Adjusted EBITDA $56,237
 $(2,689) $(9,664) $43,884


  Nine Months Ended September 30, 2017
  Radio Station Group Westwood One Corporate and Other Consolidated
GAAP net income (loss) $118,043
 $24,348
 $(142,840) $(449)
Income tax expense —
 —
 6,465
 6,465
Non-operating (income) expense, including net interest expense (4) 407
 103,297
 103,700
LMA fees 8,137
 —
 —
 8,137
Depreciation and amortization 30,004
 16,346
 1,260
 47,610
Stock-based compensation expense —
 —
 1,422
 1,422
(Gain) loss on sale of assets or stations (2,609) —
 24
 (2,585)
Loss on early extinguishment of debt —
 —
 1,063
 1,063
Acquisition-related and restructuring costs —
 1,892
 224
 2,116
Franchise and state taxes —
 —
 420
 420
Adjusted EBITDA $153,571
 $42,993
 $(28,665) $167,899

  Nine Months Ended September 30, 2016
  Radio Station Group Westwood One Corporate and Other Consolidated
GAAP net income (loss) $205,263
 $(12,872) $(159,433) $32,958
Income tax expense —
 —
 24,904
 24,904
Non-operating expense, including net interest expense 14
 226
 101,694
 101,934
Local marketing agreement fees 10,351
 —
 —
 10,351
Depreciation and amortization 40,780
 25,657
 1,586
 68,023
Stock-based compensation expense —
 —
 2,403
 2,403
Gain on sale of assets or stations (97,130) —
 (25) (97,155)
Impairment of intangible assets —
 1,816
 —
 1,816
Acquisition-related and restructuring costs —
 3,171
 66
 3,237
Franchise and state taxes —
 

 527
 527
Adjusted EBITDA $159,278
 $17,998
 $(28,278) $148,998


Liquidity and Capital Resources
Cash Flows Provided by Operating Activities
 Nine Months Ended September 30,
(Dollars in thousands)2017 2016
Net cash provided by operating activities$34,125
 $32,279

For the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, net cash provided by operating activities increased $1.8 million. The increase was primarily driven by increases related to the timinga description of our cash collectionscritical accounting policies and payments of prepaid expenses, such as restructuring related costs, partially offset by a decrease in net income.

Cash Flows (Used in) Provided by Investing Activities
 Nine Months Ended September 30,
(Dollars in thousands)2017 2016
Net cash (used in) provided by investing activities$(14,210) $93,662
Cash flows (used in) provided by investing activities decreased for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. For the nine months ended September 30, 2017 capital expenditures totaled $20.6 million primarily related to expenditures on equipment for transmission, facilities, studios, vehicles and other routine expenditures and were offset partially by approximately $6.1 million of proceeds from the sale of land in our Salt Lake City, Utah market. Capital expenditures for the nine months ended September 30, 2016 totaled $16.7 million primarily related to investments in a new office and studio facility in our Chicago market and ongoing maintenance and other routine expenditures. Investing activities for the nine months ended September 30, 2016 also included $106.9 million in proceeds from our sale of certain land and buildings in our Los Angeles market and $3.4 million in a reduction of restricted cash.
Cash Flows (Used in) Provided by Financing Activities
 Nine Months Ended September 30,
(Dollars in thousands)2017 2016
Net cash (used in) provided by financing activities$(81,743) $3
For the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, net cash (used in) provided by financing activities decreased $81.7 million primarily because of a $81.7 million in repayments on borrowings on our Term Loan.
For additional detail regarding the Company’s material liquidity considerations,estimates, see “Liquidity Considerations”.

Item 3.Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to our market risks from those disclosed in Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “2016 Annual Report”).2021. Our critical accounting policies and estimates have not changed materially during the six months ended June 30, 2022.

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”"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 Securities and Exchange CommissionSEC 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”("CEO") and Executive Vice President and Chief Financial Officer (“CFO”("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 SeptemberJune 30, 2017.2022.
There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)) during the quarterthree months ended SeptemberJune 30, 20172022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II. OTHER INFORMATION

Item 1.Legal Proceedings
On March 1, 2011, the Company and certain of our subsidiaries were named as defendants along with other radio companies, including Beasley Broadcast Group, Inc., CBS Radio, Inc., Entercom Communications, Greater Media, Inc. and Townsquare Media, LLC in a patent infringement suit. The case, Mission Abstract Data L.L.C., d/b/a Digimedia ("Plaintiff") v. Beasley Broadcast Group, Inc., et. al., Civil Action Case No: 1:11-mc-00176-LPS, U.S. District Court for the District of Delaware, alleges that the defendants have infringed on two of plaintiff’s patents entitled “Selection and Retrieval of Music from a Digital Database.” The Complaint seeks unspecified damages. The Court stayed the case on November 14, 2011 pending reexamination of the patents-in-suit before the U.S. Patent Office.  On June 6, 2012, Plaintiff filed a motion to lift the stay.  On March 25, 2013, the Court entered an order denying Plaintiff’s motion to lift the stay.  However, the Court ordered that “the stay shall be lifted upon the issuance of the Notice of Intent to Issue Reexamination Certifications (‘NIRC’)” for the two patents-in-suit.  By operation of the Court’s Order, the stay was lifted on July 8, 2013, when the final NIRC was issued for the two patents-in-suit.  On July 25, 2013, counsel for Defendants invited Plaintiff to confer to discuss the viability of Plaintiff maintaining the suit in light of the result of the reexamination proceedings or to discuss a case schedule.  Plaintiff did not respond substantively to Defendants’ invitation.  Plaintiff has filed no further papers with the Court to move the proceeding forward.  Should Plaintiff attempt to pursue the case in the future, and assuming the Court now allows the Plaintiff to pursue the case,  the Company intends to defend itself vigorously. The Company is not yet able to determine what effect the lawsuit will have, if any, on its financial position, results of operations or cash flows.

In August 2015, we werethe Company was named as a defendant in two2 separate putative class action lawsuits relating to ourits 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 United StatesU.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 United StatesU.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
25
Table of Contents
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 existexisted for Pre-1972 recordings under state laws islaw 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. But those plaintiffs continue to litigate a separate case, Flo & Eddie, Inc. v. Pandora Media, LLC, which is pending in the Central District of California (2:14-cv-07648-PSG-GJS). Pandora attempted to dismiss the lawsuit under California’s anti-SLAPP statute, claiming that its broadcast of Pre-1972 recordings constituted speech on an issue of public interest and that Flo & Eddie’s claims have no merit. The district court denied the motion on the ground that the anti-SLAPP statute did not cover Pandora’s conduct, and the Ninth and Eleventh Circuits as a

resultCircuit affirmed the denial (No. 20-56134). The Ninth Circuit, however, directed the district court to consider expedited motion practice on the legal validity of cases filedFlo & Eddie’s claims given the Ninth Circuit’s decision in California and Florida. Cumulusthe Sirius XM Radio case. The Company is not a party to those cases,that case and the Company is not yet able to determine what effect those proceedingsthat proceeding will have, if any, on its financial position, results of operations or cash flows.

On February 24, 2020, 2 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 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. On November 12, 2021, one of the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Eleventh Circuit. The Company intends to vigorously defend itself in the appeal. The October 15, 2021 order and/or the pending appeal 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.
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 consolidatedCompany’s financial position, results of operations or cash flows.

Item 1A.Risk Factors

Please refer to Part I, Item 1A, “Risk"Risk Factors,”" in our 2016 Annual Report and Part II, Item 1A, "Risk Factors" in our Quarterly Report on2021 Form 10-Q for the quarter ended March 31, 2017,10-K for information regarding known material risks that could affect our results of operations, financial condition and liquidity. Except as described below, these known risks have not changed materially. In addition to these risks, other risks that we presently do not consider material, or other unknown risks, could materially adversely impactaffect our business, financial condition and results of operations inor future periods.

We are engaged in discussions with our lenders and the holders of our 7.75% Senior Notes regarding restructuring
or refinancing our debt obligations. In connection with the restructuring or refinancing of those obligations, we may seek to effectuate a restructuring under the protection of Chapter 11 of the U.S. Bankruptcy Code. Any such action could result in a significant or complete loss of valueresults. Additional factors not presently known to the holders of our common stock.

As previously disclosed,Company, or that the Company with the assistance of outside advisors, is in private discussions with its lenders and the holders of our 7.75% Senior Notes to proactively restructure its balance sheet and reduce its debt. In connection with the Company’s ongoing discussions with creditors, on October 30, 2017, the Restructuring Committee of the Board of Directors authorized the Company to forgo the scheduled interest payment on the 7.75% Senior Notes which was due on November 1, 2017, thereby entering into the applicable 30-day grace period under the terms of the indenture governing such notes. This nonpayment constitutes a “default” under the terms of the indenture governing the 7.75% Senior Notes, which matures into an “Event of Default” if such “default” isdoes not cured or waived before the expiration of the 30-day grace period on December 1, 2017. Upon the occurrence of an Event of Default, the trustee under the indenture governing the 7.75% Senior Notes, or the holders of a specified percentage of 7.75% Senior Notes, may declare all outstanding amounts immediately due and payable. Such an Event of Default would also constitute an event of default under the Credit Agreement, which would give the lenders thereunder the right to declare all amounts outstanding under the Credit Agreementcurrently believe to be immediately due and payable.material, may also cause actual results to differ materially from expectations.

26
In the event we are not able to satisfactorily restructure or refinance our debt obligations out
Table of court, or the lenders under our Senior Credit Agreement, or the trustee or the holders of our 7.75% Senior Notes, accelerate the amounts due thereunder, we may seek protection from creditors under Chapter 11 of the U.S. Bankruptcy Code. Any such action could result in a significant or complete loss of value to the holders of our common stock.Contents

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
The table below sets forth information with respect to purchases of the Company's Class A common stock made by the Company during the quarter ended June 30, 2022:
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands)
April 1 - 30, 2022— $— — $— 
May 1 - 31, 2022 (1)
— — — 50,000 
June 1 - 30, 2022 (2)
1,724,137 14.50 1,724,137 25,000 
Total1,724,137 $14.50 1,724,137 $25,000 
(1) On May 21, 2008, our3, 2022, the Board of Directors authorized a share repurchase program for up to $50.0 million of outstanding Class A common stock. The share repurchase authorization expires November 3, 2023. Purchases made pursuant to the purchase,program may be made from time to time, at the Company’s discretion, in the open market, through privately negotiated transactions or through other manners as permitted by federal securities laws including, but not limited to, 10b5-1 trading plans, accelerated stock repurchase programs and tender offers. The specific timing, manner, price and amount of any repurchases will be determined by the Company and may be subject to economic and market conditions, stock price, applicable legal requirements and other factors.
(2) Under the share repurchase authorization, on May 6, 2022, the Company commenced a modified Dutch tender offer to purchase up to $75.0$25.0 million of ourshares of its Class A common stock subject to the termsat a price not greater than $16.50 and limitations obtained in any applicable agreements and compliance with other applicable legal requirements. During the three months ended September 30, 2017, we did not repurchase any sharesless than $14.50 per share of our Class A common stock, to the tendering shareholder in cash, less any applicable withholding taxes and without interest (the "Offer"). The Offer expired on June 3, 2022. Through the Offer, the Company accepted for payment a total of 1,724,137 shares of the Company's Class A Common stock at a purchase price of $14.50 per share, for an aggregate cost of approximately $25.0 million, excluding fees and expenses. Subsequent to the Offer and as of June 30, 2022, approximately $25.0 million of the Company's outstanding Class A common stock remained available for repurchase under the share repurchase program.    


Item 6.Exhibits
31.1Fifth Amendment to the ABL Credit Agreement, dated as of June 3, 2022, entered into by and among Cumulus Media Intermediate Inc., Cumulus Media New Holdings Inc. ("Holdings"), each of the restricted subsidiaries of Holdings signatory thereto, Fifth Third Bank, National Association, as the administrative agent for the lenders and collateral agent for the secured parties, and the other lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to Cumulus Media Inc.'s Current Report on Form 8-K filed with the SEC on June 8, 2022)
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 of the Principal Executive Officer and Principal Financial Officer pursuantPursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002
101.INSInline XBRL Instance Document.Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCHInline XBRL Taxonomy Extension Schema Document.Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.Document
101.LABInline XBRL Taxonomy Extension Labels Linkbase Document.Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.Document
104Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101)


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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.Cumulus Media Inc.
Date: November 9, 2017August 3, 2022By:/s/ John AbbotFrancisco J. Lopez-Balboa
John AbbotFrancisco J. Lopez-Balboa
Executive Vice President, Treasurer and Chief
Financial Officer

EXHIBIT INDEX

28
31.1
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSXBRL Instance Document.
101.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
101.LABXBRL Taxonomy Extension Labels Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.






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