Cumulus Media Sends Letter to Shareholders Regarding Strong Financial Results and Outlook, New Capital Return Program and Response to Unsolicited Indication of Interest

Delivers Strong Q1 Earnings Results with Total Revenue Up 15% Led by Digital Revenue Growth of 18%

Achieves Lowest Net Leverage Ratio in More Than a Decade and Best Among Peers

Reiterating 2022 EBITDA Guidance Range of $175-200 Million

Announcing $50 Million Share Repurchase Program

Board Determined Unsolicited, Non-Binding, Highly Conditional Indication of Interest Significantly Undervalues Cumulus Media and is Not in the Best Interests of Shareholders

ATLANTA, May 04, 2022 (GLOBE NEWSWIRE) -- Cumulus Media Inc. (NASDAQ: CMLS) (the "Company," "Cumulus," "we," "us," or "our") today sent the following letter to shareholders highlighting the Company’s recent strong performance, announcing a new program to return a significant amount of capital to shareholders, and communicating the Board of Directors’ (the "Board") response to the receipt of an unsolicited, non-binding, highly conditional indication of interest:

May 4, 2022

Dear Fellow Shareholder,

We are providing you an important update regarding our first quarter financial results and the initiation of a new program to return significant capital to Cumulus shareholders.⁽¹⁾ We are also outlining our views regarding an unsolicited, non-binding, highly conditional indication of interest that we recently received.

First Quarter Results

In the first quarter of 2022, Cumulus delivered strong results reflected across a number of key financial metrics, including robust revenue growth, improved operating efficiency and significant additional deleveraging of the balance sheet. This performance demonstrates the positive impact of our "audio-first" strategy, which transforms the company from a one-dimensional radio broadcaster to a multi-dimensional audio media company. Moreover, our first quarter results once again highlight our ability to continue our positive and sustainable top- and bottom-line growth trajectory while de-levering the balance sheet to increase shareholder value.

⁽¹⁾ Please see our earnings release below, as well as our website, for additional important information on our quarterly results and return of capital program, including an investor presentation as well as definitions and reconciliations for certain of the non-GAAP terms that are used below.
Key highlights include:

• Substantial Overall Revenue Growth: Our Q1 2022 revenue increased 15% over Q1 2021, the fifth quarter in a row of sequential progress versus comparable 2019 quarters and following 15% annual revenue growth in 2021 vs 2020 (ex-political).
  
  
• Healthy Growth in Digital Revenue: We delivered digital growth of 18% in Q1 2022 versus Q1 2021, with all digital segments contributing year-over-year gains. Building on strong 2021 results, digital now represents 14% of our total revenue, up from 7% in 2019.
  
  
• Significant Increase in Operating Leverage from Fixed Cost Reductions: We achieved permanent fixed cost reductions of >$75 million by the end of 2021 vs. the 2019 baseline, which translated into $22 million lower expense vs. that baseline in the first quarter alone and will provide a continuing benefit to operating leverage.
  
  
• Strong EBITDA Growth: The combination of excellent revenue and cost performance resulted in a Q1 2022 EBITDA increase of 250% to $31.2 million from $8.9 million in Q1 2021, with a year-over-year EBITDA margin improvement of approximately 900 basis points.
  
  
• Robust Momentum Driving a Positive Full Year Outlook: Our Q1 2022 EBITDA of $31.2 million reflects our positive upward trajectory and increases our trailing twelve-month EBITDA to $157 million, up from $135 million in 2021 and $82 million in 2020. Additionally, complementing the ongoing recovery of spot radio, we continue to expand all of our digital businesses through such efforts as securing the inclusion of digital streaming rights for the first time in our 35+ year relationship with the NFL, adding new local and national properties to our already strong podcast platform, and broadening our offering of digital marketing services and products. Collectively, these digital businesses have, and we believe will continue to, drive profitable growth at scale. With this strong result and momentum, we are reconfirming our 2022 annual EBITDA guidance of $175-200 million.
  
  
• Meaningful and Continuing Reduction in Leverage: We ended Q1 with net leverage of 3.9x, down from 4.7x at year end 2021. This net leverage, which reflects a net debt reduction of more than $650 million (>50% of the balance) since June 2018, is not only the lowest net leverage the Company has had in more than a decade but also the best among our peers. We remain on track to reduce net leverage to below our 3.5x target by the end of the year.
  

The Company is well-positioned to deliver meaningful additional upside value to our shareholders, and we note that our confidence in the Company’s growth prospects is also evident among equity research analysts who collectively maintain an average price target of $26.50/share.

Return of Capital Program

In addition to driving a rapid deleveraging of our balance sheet, we expect our continued cash flow generation to support a meaningful return of capital to shareholders now and in the future. Accordingly, as a first step, today we announced a $50 million share repurchase program with a plan to commence share repurchases in the near-term. The Board’s authorization of our capital return program is a clear reflection of its confidence in Cumulus’s long-term operating plan, the Company’s ability to consistently generate positive cash flow, and its view that there is significant upside in Cumulus’s stock.

Unsolicited, Non-Binding, Highly Conditional Indication of Interest

The Company recently received an indication of interest in acquiring the Company for $15.00 to $17.00 per share. After a careful and thorough review, conducted in consultation with our financial and legal advisors, the Board unanimously concluded that the indication of interest significantly undervalues the Company and is not in the best interests of its shareholders.

The Company’s Board is open to all paths that continue to drive superior shareholder value. Our strong momentum across business lines, multiple digital revenue growth drivers, operational efficiency and superior cash flow provide the Company with substantial untapped upside that it expects to continue to realize on behalf of its shareholders. Given these facts and circumstances, the Board unanimously believes execution of the Company’s strategy will deliver significantly more value to shareholders than this indication of interest.

We look forward to updating you on our progress as we continue to deliver value for Cumulus shareholders.

Best Regards,
Mary G. Berner
Cumulus Media’s President and Chief Executive Officer

About Cumulus Media
Cumulus Media (NASDAQ: CMLS) is an audio-first media company delivering premium content to over a quarter billion people every month — wherever and whenever they want it. Cumulus Media engages listeners with high-quality local programming through 406 owned-and-operated radio stations across 86 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, CNN, the AP, the Academy of Country Music Awards, and many other world-class partners across more than 9,500 affiliated stations through Westwood One, the largest audio network in America; and inspires listeners through the Cumulus Podcast Network, its rapidly growing network of original podcasts that are smart, entertaining and thought-provoking. Cumulus Media provides advertisers with personal connections, local impact and national reach through broadcast and on-demand digital, mobile, social, and voice-activated platforms, as well as integrated digital marketing services, powerful influencers, full-service audio solutions, industry-leading research and insights, and live event experiences. Cumulus Media is the only audio media company to provide marketers with local and national advertising performance guarantees. For more information visit www.cumulusmedia.com.

Safe Harbor / Forward-Looking Statements
Certain statements in this release may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such statements are statements other than historical fact and relate to our intent, belief or current expectations primarily with respect to our future operating, financial, and strategic performance and our plans and objectives, including with regard to returning capital to shareholders. Any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements to differ from those contained in or implied by the forward-looking statements as a result of various factors. Such factors include, among others, risks and uncertainties related to the implementation of our strategic operating plans, the evolving and uncertain nature of the COVID-19 pandemic and its impact on the Company, the amount and frequency of our shareholder capital returns, future actions that may be taken in furtherance of the unsolicited indication of interest received by the Company, the rapidly changing and competitive media industry, the economy in general and other risk factors described under “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2021 as well as in the Company’s other filings with the Securities and Exchange Commission. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control, and the unexpected occurrence or failure to occur of any such events or matters could cause our actual results, performance, financial condition or achievements to differ materially from those expressed or implied by such forward-looking statements. Cumulus Media assumes no responsibility to update any forward-looking statements, which are based upon expectations as of the date hereof, as a result of new information, future events or otherwise.

Forward-Looking Guidance
With respect to our forward-looking guidance, no reconciliation between a non-GAAP measure to the closest corresponding GAAP measure is included because we are unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts, and we believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors. In particular, a reconciliation of forward-looking Adjusted EBITDA to the closest corresponding GAAP measure is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the amounts required to reconcile such measure. The unavailable information could have a significant impact on the company's future financial results.

Contacts
Investor Relations Department:

[email protected]
404-260-6600

Media:

Michael Freitag / Matthew Sherman
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449

 Cumulus Media Reports Operating Results for the First Quarter 2022

Delivers Strong Q1 Earnings Results with Total Revenue Up 15% Led by Digital Revenue Growth of 18%

Achieves Lowest Net Leverage Ratio in More Than a Decade and Best Among Peers

Announcing $50 Million Share Repurchase Program

ATLANTA, GA — May 4, 2022: Cumulus Media Inc. (NASDAQ: CMLS) (the "Company," "Cumulus Media," "we," "us," or "our") today announced operating results for the three months ended March 31, 2022.

Mary G. Berner, President and Chief Executive Officer of Cumulus Media, said, "Our outstanding first quarter results once again demonstrate the positive impacts of our ‘audio-first’ strategy to transform the Company from a one-dimensional radio broadcaster to a multi-dimensional audio media company. Following a strong 2021 performance, this quarter’s results underscore our ability to deliver value to our shareholders through sustained profitable top- and bottom-line growth and balance sheet de-levering. We delivered sequential revenue improvement for the fifth straight quarter versus the comparable 2019 quarter, grew EBITDA by 250% year-over-year, and generated continued strong cash from operations, which collectively allowed us to achieve the Company’s lowest net leverage in over a decade."

Berner added, "Given our best-among-peers balance sheet, strong financial momentum and the Company’s positive 2022 outlook, we expect ongoing cash flow generation that will support a meaningful return of capital to shareholders now and in the future. Accordingly, as a first step, today we are announcing a $50 million share repurchase program with a plan to commence share repurchases in the near-term. This capital return program is underpinned by our continued belief that the Company is significantly undervalued."

Key Financial Highlights:

• Increased first quarter revenue by 15% year-over-year
  • Fifth straight quarter of sequential improvement in revenue performance vs. comparable quarter in 2019
  • Digital revenue up 18% led by digital marketing services, up 35%, and podcasting, up 22%
• Recorded first quarter net loss of $0.9 million compared to a net loss of $21.9 million in Q1 2021
• Achieved first quarter EBITDA of $31.2 million, an increase of 250% year-over-year, with year-over-year EBITDA margin improvement of approximately 900 basis points, driven by permanent fixed cost reductions
• Reduced net leverage⁽¹⁾ to the lowest levels in more than a decade – best among peers
  • Generated $24.3 million of cash from operations and finished quarter with $181 million of cash
  • Reported total debt of $793 million at 3/31/22 and net debt⁽¹⁾ of $612 million
  • Reduced net leverage from 4.7x at 12/31/2021 to 3.9x at 3/31/22
• Reiterating full year EBITDA⁽¹⁾ guidance range of $175 to $200 million⁽²⁾
  
• Announcing $50 million share repurchase program with plan to commence repurchases in the near-term

Operating Summary (dollars in thousands, except percentages and per share data):

For the three months ended March 31, 2022, the Company reported net revenue of $232.0 million, an increase of 15.0% from the three months ended March 31, 2021, net loss of $0.9 million and Adjusted EBITDA of $31.2 million.

Revenue Detail Summary (dollars in thousands):

Balance Sheet Summary (dollars in thousands):

Share Repurchase Program

On May 3, 2022, the Board of Directors authorized a share repurchase program for up to $50 million of outstanding Class A common stock, with a plan to commence share repurchases in the near term. 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.

Earnings Conference Call Details
The Company will host a conference call today at 8:30 AM ET to discuss its first quarter operating results. NetRoadshow (NRS) is the service provider for this call. They will require email address verification (one-time only) and will provide registration confirmation. To participate in the conference call, please register in advance using the link on the Company's investor relations website at www.cumulusmedia.com/investors. Upon completing registration, a calendar invitation will follow with call access details, including a unique PIN, and replay details.

To join by phone with operator-assisted dial-in, domestic callers should dial 833-470-1428 and international callers should dial 404-975-4839. If prompted, the participant access code is 793501. Please call five to ten minutes in advance to ensure that you are connected prior to the call.

The conference call will also be broadcast live in listen-only mode through a link on the Company’s investor relations website at www.cumulusmedia.com/investors. This link can also be used to access a recording of the call, which will be available shortly following its completion.

Please see an update to the Company’s investor presentation on the Company's investor relations website at www.cumulusmedia.com/investors, which may be referenced on the conference call. Unless otherwise specified, information contained in the investor presentation or on our website is not incorporated into this press release or other documents we file with, or furnish to, the SEC.

Forward-Looking Statements
Certain statements in this release may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such statements are statements other than historical fact and relate to our intent, belief or current expectations primarily with respect to our future operating, financial, and strategic performance and our plans and objectives, including with regard to returning capital to shareholders. Any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements to differ from those contained in or implied by the forward-looking statements as a result of various factors. Such factors include, among others, risks and uncertainties related to the implementation of our strategic operating plans, the evolving and uncertain nature of the COVID-19 pandemic and its impact on the Company, the amount and frequency of our shareholder capital returns, future actions that may be taken in furtherance of the unsolicited indication of interest received by the Company, the rapidly changing and competitive media industry, the economy in general and other risk factors described under “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2021 as well as in the Company’s other filings with the Securities and Exchange Commission. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control, and the unexpected occurrence or failure to occur of any such events or matters could cause our actual results, performance, financial condition or achievements to differ materially from those expressed or implied by such forward-looking statements. Cumulus Media assumes no responsibility to update any forward-looking statements, which are based upon expectations as of the date hereof, as a result of new information, future events or otherwise.

About Cumulus Media
Cumulus Media (NASDAQ: CMLS) is an audio-first media company delivering premium content to over a quarter billion people every month — wherever and whenever they want it. Cumulus Media engages listeners with high-quality local programming through 406 owned-and-operated radio stations across 86 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, CNN, the AP, the Academy of Country Music Awards, and many other world-class partners across more than 9,500 affiliated stations through Westwood One, the largest audio network in America; and inspires listeners through the Cumulus Podcast Network, its rapidly growing network of original podcasts that are smart, entertaining and thought-provoking. Cumulus Media provides advertisers with personal connections, local impact and national reach through broadcast and on-demand digital, mobile, social, and voice-activated platforms, as well as integrated digital marketing services, powerful influencers, full-service audio solutions, industry-leading research and insights, and live event experiences. Cumulus Media is the only audio media company to provide marketers with local and national advertising performance guarantees. For more information visit www.cumulusmedia.com.

Non-GAAP Financial Measures

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

In determining Adjusted EBITDA, we exclude the following from net loss: interest, taxes, depreciation, amortization, stock-based compensation expense, gain or loss on the exchange, sale, or disposal of any assets or stations or early extinguishment of debt, local marketing agreement fees, restructuring costs, expenses relating to acquisitions and divestitures, non-routine legal expenses incurred in connection with certain litigation matters, and non-cash impairments of assets, if any.

Management believes that Adjusted EBITDA, with and excluding impact of political advertising, 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, with and excluding impact of political advertising, 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.

The Company presents revenue, excluding impact of political revenue. As a result of the cyclical nature of the electoral system and the seasonality of the related political revenue, management believes presenting net revenue, excluding impact of political revenue, provides useful information to investors about the Company’s revenue growth comparable from period to period.

The Company presents the non-GAAP financial measure net debt which is total debt principal, gross, less cash and cash equivalents. The Company also presents the non-GAAP financial measure net leverage, which is defined in our Senior Credit Facility as net debt divided by Adjusted EBITDA. Management believes that net leverage and net debt are important measures to monitor leverage and evaluate the balance sheet. Additionally, net leverage is required for complying with certain covenants under the Company's credit agreements.

We refer to Adjusted EBITDA, with and excluding the impact of political advertising, net revenue, excluding impact of political revenue, net debt and net leverage as the "Non-GAAP Financial Measures." Non-GAAP Financial Measures should not be considered in isolation or as a substitute for net income, net revenue, 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, Non-GAAP Financial Measures may be defined or calculated differently by other companies and, therefore, comparability may be limited.

For further information, please contact:
Cumulus Media Inc.
Investor Relations Department
[email protected]
404-260-6600

Supplemental Financial Data and Reconciliations

Cumulus Media Inc.
Unaudited Condensed Consolidated Statements of Operations
(Dollars in thousands)

The following tables reconcile net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA for the periods presented herein (dollars in thousands):        

The following tables reconcile the as reported net revenue and as reported Adjusted EBITDA, both including and excluding the impact of political, for the periods presented herein (dollars in thousands):

The following table sets forth a reconciliation of our total debt principal, gross, cash and cash equivalents, and Adjusted EBITDA to net leverage for the periods presented herein (dollars in thousands):