Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)


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

For the quarterly period ended June 30, 2024


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

For the transition period from to

Commission file number: 001-38108

Cumulus Media Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

82-5134717

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer
Identification No.)

780 Johnson Ferry Road NE

Suite 500

Atlanta,

30342

(Address of Principal Executive Offices)

(ZIP Code)

(404) 949-0700

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

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

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

Large Accelerated Filer

Accelerated Filer

☑

Non-accelerated Filer

Smaller Reporting Company

☑

Emerging Growth Company

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

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

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

As of July 26, 2024, the registrant had 16,936,211 outstanding shares of common stock consisting of: 16,624,170 shares of Class A common stock and 312,041 shares of Class B common stock.

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Cumulus Media Inc.

INDEX


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023			3
Condensed Consolidated Statements of Operations For the Three and Six Months Ended June 30, 2024 and 2023			4
Condensed Consolidated Statements of Stockholders’ Equity For the Six Months Ended June 30, 2024 and 2023			5
Condensed Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2024 and 2023			6
Notes to Condensed Consolidated Financial Statements			7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures about Market Risk			28
Item 4. Controls and Procedures			28
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			29
Item 1A. Risk Factors			29
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities			29

Item 5. Other Information			29
Item 6. Exhibits			30


Signatures			31

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Cumulus Media Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


Dollars in thousands (except for share data)	June 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	53,492	$	80,660

Accounts receivable, less allowance for doubtful accounts of $6,172 and $5,983 at June 30, 2024 and December 31, 2023, respectively	170,563		180,706
Trade receivable	5,343		1,495

Prepaid expenses and other current assets	31,664		24,036
Total current assets	261,062		286,897
Property and equipment, net	171,590		180,596
Operating lease right-of-use assets	109,678		118,646
Broadcast licenses	741,635		741,716
Other intangible assets, net	87,752		95,913

Other assets	13,016		16,533
Total assets	$	1,384,733	$	1,440,301
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	108,826	$	114,072
Current portion of operating lease liabilities	26,884		27,515
Trade payable	3,113		2,152



Total current liabilities	138,823		143,739


Long-term debt	671,559		672,424




Operating lease liabilities	104,779		113,141
Financing liabilities, net	203,134		205,890
Other liabilities	6,164		6,200
Deferred income tax liabilities	14,223		12,325
Total liabilities	1,138,682		1,153,719
Commitments and contingencies (Note 10)
Stockholders’ equity:
Class A common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 22,105,386 and 21,456,675 shares issued; 16,624,170 and 16,237,939 shares outstanding at June 30, 2024 and December 31, 2023, respectively	—		—
Convertible Class B common stock, par value $0.0000001 per share; 100,000,000 shares authorized; 312,041 shares issued and outstanding at June 30, 2024 and December 31, 2023	—		—
Treasury stock, at cost, 5,481,216 and 5,218,736 shares at June 30, 2024 and December 31, 2023, respectively	(46,833)		(45,747)
Additional paid-in-capital	356,140		353,732
Accumulated deficit	(63,256)		(21,403)
Total stockholders’ equity	246,051		286,582
Total liabilities and stockholders’ equity	$	1,384,733	$	1,440,301

See accompanying notes to the unaudited condensed consolidated financial statements.

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Cumulus Media Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


Dollars in thousands (except for share and per share data)	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net revenue	$	204,849	$	210,136	$	404,902	$	415,828
Operating expenses:
Content costs	73,631		73,533		158,688		162,199
Selling, general and administrative expenses	94,359		94,401		189,119		188,702
Depreciation and amortization	14,680		15,146		29,549		29,830
Corporate expenses	31,717		24,107		47,549		38,122
Loss (gain) on sale or disposal of assets or stations	45		(272)		54		(7,281)


Total operating expenses	214,432		206,915		424,959		411,572
Operating (loss) income	(9,583)		3,221		(20,057)		4,256
Non-operating expense:
Interest expense	(17,626)		(17,940)		(34,986)		(35,606)
Interest income	146		712		492		1,081
Gain on early extinguishment of debt	170		8,389		170		9,006
Other (expense) income, net	(27)		(268)		14,806		(286)
Total non-operating expense, net	(17,337)		(9,107)		(19,518)		(25,805)
Loss before income taxes	(26,920)		(5,886)		(39,575)		(21,549)
Income tax (expense) benefit	(779)		4,818		(2,278)		(986)
Net loss	$	(27,699)	$	(1,068)	$	(41,853)	$	(22,535)
Basic and diluted loss per common share (see Note 9, "Loss Per Share"):
Basic: Loss per share	$	(1.64)	$	(0.06)	$	(2.49)	$	(1.25)
Diluted: Loss per share	$	(1.64)	$	(0.06)	$	(2.49)	$	(1.25)


Weighted average basic common shares outstanding	16,886,774		17,842,745		16,786,094		18,063,232
Weighted average diluted common shares outstanding	16,886,774		17,842,745		16,786,094		18,063,232

See accompanying notes to the unaudited condensed consolidated financial statements.

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Cumulus Media Inc.

Condensed Consolidated Statements of Stockholders' Equity

(Unaudited)


For the six months ended June 30, 2024
Dollars in thousands	Class A Common Stock			Class B Common Stock			Treasury Stock
	Number of Shares	Par Value		Number of Shares	Par Value			Number of Shares	Value		Additional Paid-In Capital		Accumulated Deficit		Total
Balance at December 31, 2023	16,237,939	$	—	312,041	$	—		5,218,736	$	(45,747)	$	353,732	$	(21,403)	$	286,582
Net loss	—	—		—	—			—	—		—		(14,154)		(14,154)
Shares returned in lieu of tax payments	—	—		—	—			261,668	(1,084)		—		—		(1,084)

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

Balance at March 31, 2024	16,573,776	$	—	312,041	$	—		5,480,404	$	(46,831)	$	354,804	$	(35,557)	$	272,416
Net loss	—	—		—	—			—	—		—		(27,699)		(27,699)
Shares returned in lieu of tax payments	—	—		—	—			812	(2)		—		—		(2)

Issuance of common stock	50,394	—		—	—			—	—		—		—		—
Stock based compensation expense	—	—		—	—			—	—		1,336		—		1,336

Balance at June 30, 2024	16,624,170	$	—	312,041	$	—		5,481,216	$	(46,833)	$	356,140	$	(63,256)	$	246,051











Balance at December 31, 2022	17,925,010	$	—	312,041	$	—		2,927,739	$	(36,533)	$	348,462	$	96,476	$	408,405
Net loss	—	—		—	—			—	—		—		(21,467)		(21,467)
Shares returned in lieu of tax payments	—	—		—	—			220,949	(1,421)		—		—		(1,421)


Issuance of common stock	252,245	—		—	—			—	—		—		—		—
Stock based compensation expense	—	—		—	—			—	—		1,126		—		1,126
Treasury stock purchased under share repurchase program	(323,285)	—		—	—			323,285	(1,511)		—		—		(1,511)
Balance at March 31, 2023	17,853,970	$	—	312,041	$	—		3,471,973	$	(39,465)	$	349,588	$	75,009	$	385,132
Net income	—	—		—	—			—	—		—		(1,068)		$	(1,068)
Shares returned in lieu of tax payments	—	—		—	—			1,758	(5)		—		—		(5)

Issuance of common stock	45,354	—		—	—			—	—		—		—		—
Stock based compensation expense	—	—		—	—			—	—		1,492		—		1,492
Treasury stock purchased under share repurchase program	(1,745,005)	—		—	—			1,745,005	(6,277)		—		—		(6,277)
Balance at June 30, 2023	16,154,319	$	—	312,041	$	—		5,218,736	$	(45,747)	$	351,080	$	73,941	$	379,274

See accompanying notes to the unaudited condensed consolidated financial statements.

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Cumulus Media Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


Dollars in thousands	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net loss	$	(41,853)	$	(22,535)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	29,549		29,830
Amortization and write-off of debt issuance costs	759		1,157
Amortization of debt discount	(891)		—
Provision for doubtful accounts	1,456		1,746
Loss (gain) on sale or disposal of assets or stations	54		(7,281)
Gain on sale of BMI	(14,846)		—
Gain on early extinguishment of debt	(170)		(9,006)

Impairment of right-of-use assets	944		9,050
Change in fair value of contingent consideration	—		(2,000)
Deferred income taxes	1,898		(588)
Stock-based compensation expense	2,408		2,618
Non-cash interest expense on financing liabilities	1,947		1,963
Non-cash imputed rental income	(2,446)		(2,373)

Changes in assets and liabilities (excluding acquisitions and dispositions):
Accounts receivable	8,687		41,495
Trade receivable	(3,848)		(615)
Prepaid expenses and other current assets	(7,176)		1,917
Operating leases, net	(970)		(575)

Other assets	3,964		(720)
Accounts payable and accrued expenses	(4,218)		(10,601)
Trade payable	961		783
Other liabilities	(265)		923
Net cash (used in) provided by operating activities	(24,056)		35,188
Cash flows from investing activities:
Proceeds from sale of assets or stations	56		7,599


Proceeds from sale of BMI	14,846		—
Capital expenditures	(12,553)		(13,975)
Net cash provided by (used in) investing activities	2,349		(6,376)
Cash flows from financing activities:
Repayment of borrowings under Term Loan due 2026	—		(3,564)
Repayments of borrowings under Senior Notes due 2026	(330)		(25,861)




Treasury stock purchases	—		(7,788)
Payment of contingent consideration	—		(2,000)
Financing costs on Revolving Credit Agreement	(275)		—
Shares returned in lieu of tax payments	(1,086)		(1,426)


Repayments of financing liabilities	(3,240)		(2,798)
Repayments of finance lease obligations	(530)		(388)
Net cash used in financing activities	(5,461)		(43,825)
Decrease in cash and cash equivalents	(27,168)		(15,013)
Cash and cash equivalents at beginning of period	80,660		107,433
Cash and cash equivalents at end of period	$	53,492	$	92,420

See accompanying notes to the unaudited condensed consolidated financial statements.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

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

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

Nature of Business

Cumulus Media (NASDAQ: CMLS) is an audio-first media company delivering premium content to over a quarter billion people every month — wherever and whenever they want it. Cumulus Media engages listeners with high-quality local programming through 401 owned-and-operated radio stations across 85 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, CNN, AP News, the Academy of Country Music Awards, and many other world-class partners across more than 9,800 affiliated stations through Westwood One, the largest audio network in America; and inspires listeners through the Cumulus Podcast Network, its rapidly growing network of original podcasts that are smart, entertaining and thought-provoking. Cumulus Media provides advertisers with personal connections, local impact and national reach through broadcast and on-demand digital, mobile, social, and voice-activated platforms, as well as integrated digital marketing services, powerful influencers, full-service audio solutions, industry-leading research and insights, and live event experiences. For more information visit www.cumulusmedia.com.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has one reportable segment. In the opinion of management, the Company's unaudited Condensed Consolidated Financial Statements include all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented herein. The accompanying condensed consolidated balance sheet as of December 31, 2023, was derived from the Company’s audited financial statements as of December 31, 2023, and our accompanying unaudited Condensed Consolidated Financial Statements as of June 30, 2024, and for the periods ended June 30, 2024 and 2023, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. The financial condition and results for the interim periods are not necessarily indicative of those that may be expected for any future interim period or for the full year. The unaudited Condensed Consolidated Financial Statements herein should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Use of Estimates

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

Comprehensive Loss

Comprehensive loss includes net loss and certain items that are excluded from net loss and recorded as a separate component of stockholders' equity. During the six months ended June 30, 2024 and 2023, the Company had no items of other comprehensive loss and, therefore, comprehensive loss does not differ from reported net loss.

Assets Held for Sale

Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets. As of June 30, 2024 and December 31, 2023, assets held for sale were not material.

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Proceeds from BMI Sale

The Company received $14.8 million in cash proceeds related to the February 2024 sale of Broadcast Music, Inc. ("BMI") to a shareholder group led by New Mountain Capital, LLC. The Company's equity ownership in BMI began decades ago and changed through acquisitions and divestitures of other broadcast stations and companies over the years. The Company recorded the proceeds in the other (expense) income, net, financial statement line item of the Company's Condensed Consolidated Statements of Operations for the six months ended June 30, 2024.

Leases

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

Supplemental Cash Flow Information

The following summarizes supplemental cash flow information to be read in conjunction with the unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (dollars in thousands):


	Six Months Ended June 30,
	2024		2023
Supplemental disclosures of cash flow information:
Interest paid	$	34,594	$	30,906
Income taxes paid	473		572
Supplemental disclosures of non-cash flow information:
Trade revenue	$	33,381	$	28,527
Trade expense	29,999		27,988
Noncash principal change in financing liabilities	488		(247)

During the second quarter of 2024, the Company exchanged a total of $651.3 million of its debt principal for $618.2 million, resulting in a $33.1 million difference which will be amortized to interest expense (thereby reducing interest expense) over the life of the debt. See "Note 5 — Long-Term Debt" for further discussion of the exchange offers.

New Accounting Pronouncements

ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). In November 2023, the FASB issued ASU 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

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

2. Disposition

WFAS Sale

On February 6, 2023, the Company completed the sale of WFAS-FM, in Bronxville, NY (the "WFAS Sale") for $7.3 million in cash. The Company recorded a gain on the WFAS Sale of $7.1 million which was included in the loss (gain) on sale or disposal of assets or stations financial statement line item of the Company's Condensed Consolidated Statements of Operations for the six months ended June 30, 2023.

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3. Revenues

Revenue Recognition

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

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


	Three Months Ended June 30,
	2024		2023
Broadcast radio revenue:
Spot	$	101,806	$	107,065
Network	34,306		39,698
Total broadcast radio revenue	136,112		146,763
Digital	39,397		37,538
Other	29,340		25,835
Net revenue	$	204,849	$	210,136


	Six Months Ended June 30,
	2024		2023
Broadcast radio revenue:
Spot	$	192,379	$	204,778
Network	83,468		89,995
Total broadcast radio revenue	275,847		294,773
Digital	73,844		69,627
Other	55,211		51,428
Net revenue	$	404,902	$	415,828

Broadcast Radio Revenue

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

Digital Revenue

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

Other Revenue

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

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Trade and Barter Transactions

The Company provides commercial advertising inventory in exchange for goods and services used principally for promotional, sales, programming and other business activities. Programming barter revenue is derived from an exchange of programming content, to be broadcast on the Company's airwaves, for commercial advertising inventory, usually in the form of commercial placements inside the show exchanged. Trade and barter value is based upon management's estimate of the fair value of the products, supplies and services received. Trade and barter revenue is recorded when commercial spots are aired, in the same pattern as the Company's normal cash spot revenue is recognized. Trade and barter expense is recorded when goods or services are consumed. For the three months ended June 30, 2024 and 2023, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $18.0 million and $14.5 million, respectively; and (2) trade and barter expenses of $15.3 million and $14.3 million, respectively. For the six months ended June 30, 2024 and 2023, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $33.4 million and $28.5 million, respectively; and (2) trade and barter expenses of $30.0 million and $28.0 million, respectively.

Capitalized Costs of Obtaining a Contract

The Company capitalizes certain incremental costs of obtaining contracts with customers which it expects to recover. For new local direct contracts where the new and renewal commission rates are not commensurate, management capitalizes commissions and amortizes the capitalized commissions over the average customer life. These costs are recorded within selling, general and administrative expenses in our unaudited Condensed Consolidated Statements of Operations. As of June 30, 2024 and December 31, 2023, the Company recorded an asset of approximately $6.3 million and $6.5 million, respectively, related to the unamortized portion of commission expense on new local direct revenue.

4. Intangible Assets

The gross carrying amount and accumulated amortization of the Company’s intangible assets as of June 30, 2024 and December 31, 2023 are as follows (dollars in thousands):


	Indefinite-Lived				Definite-Lived				Total
Gross Carrying Amount	Broadcast licenses		Trademarks		Affiliate and producer relationships		Tower income contracts
Balance as of December 31, 2023	$	741,716	$	19,020	$	145,000	$	13,507		$	919,243



Dispositions	(81)		(1)		—		(2)			(84)

Balance as of June 30, 2024	$	741,635	$	19,019	$	145,000	$	13,505		$	919,159

Accumulated Amortization
Balance as of December 31, 2023	$	—	$	—	$	(73,235)	$	(8,379)		$	(81,614)
Amortization expense	—		—		(7,409)		(749)			(8,158)



Balance as of June 30, 2024	$	—	$	—	$	(80,644)	$	(9,128)		$	(89,772)
Net Book Value as of June 30, 2024	$	741,635	$	19,019	$	64,356	$	4,377		$	829,387

The Company performs impairment testing of its indefinite-lived intangible assets annually as of December 31 of each year and on an interim basis if events or circumstances indicate that its indefinite-lived intangible assets may be impaired. The Company reviews the carrying amount of its definite-lived intangible assets for recoverability whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Events and circumstances did not necessitate any interim impairment tests during the six months ended June 30, 2024 and 2023, respectively. We will continue to monitor changes in economic and market conditions, and if any events or circumstances indicate a triggering event has occurred, we will perform an interim impairment test of our intangible assets at the appropriate time.

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5. Long-Term Debt

The Company’s long-term debt consisted of the following as of June 30, 2024 and December 31, 2023 (dollars in thousands):


	June 30, 2024		December 31, 2023
Term Loan due 2026	$	1,203	$	329,510

Senior Notes due 2026	22,697		346,245
Term Loan due 2029 (1)	327,873		—



Senior Notes due 2029 (2)	322,591		—
Less: Total unamortized debt issuance costs	(2,805)		(3,331)
Long-term debt, net	$	671,559	$	672,424

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


2024	$	—
2025	—
2026	23,900
2027	—
2028	—
Thereafter (1) (2)	618,222
Total	$	642,122

(1) As a result of the Exchange Offer, $328.3 million of principal was exchanged for $311.8 million of principal resulting in a difference of $16.5 million which will be amortized to interest expense (thereby reducing interest expense) over the life of the debt. As of June 30, 2024, $16.0 million of the difference is unamortized.

(2) As a result of the Exchange Offer, $323.0 million of principal was exchanged for $306.4 million of principal resulting in a difference of $16.6 million which will be amortized to interest expense (thereby reducing interest expense) over the life of the debt. As of June 30, 2024, $16.2 million of the difference is unamortized.

2026 Credit Agreement (Term Loan due 2026)

On September 26, 2019, the Company entered into a credit agreement by and among Cumulus Media Intermediate, Inc. ("Intermediate Holdings"), a direct wholly-owned subsidiary of the Company, Cumulus Media New Holdings Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company ("Holdings"), certain other subsidiaries of the Company, Bank of America, N.A., as Administrative Agent, and the other banks and financial institutions party thereto as Lenders (the "2026 Credit Agreement"). Pursuant to the 2026 Credit Agreement, the lenders party thereto provided Holdings and its subsidiaries that are party thereto as co-borrowers with a $525.0 million senior secured Term Loan (the "Term Loan due 2026"), which was used to refinance the remaining balance of the then outstanding term loan (the "Term Loan due 2022"). On June 9, 2023, Intermediate Holdings and certain of the Company's other subsidiaries (collectively, with Holdings and Intermediate Holdings, the ("Credit Parties") entered into a second amendment ("Amendment No. 2") to the 2026 Credit Agreement. Amendment No. 2, among other things, modifies certain terms of the Term Loan due 2026 to replace the relevant benchmark provisions from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR").

Prior to the execution of Amendment No. 2, amounts outstanding under the 2026 Credit Agreement bore interest at a per annum rate equal to (i) the London Inter-bank Offered Rate ("LIBOR") plus an applicable margin of 3.75%, subject to a LIBOR floor of 1.00%, or (ii) the Alternative Base Rate (as defined below) plus an applicable margin of 2.75%, subject to an Alternative Base Rate floor of 2.00%. The Alternative Base Rate is defined, for any day, as the per annum rate equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1.0%, (ii) the rate identified by Bank of America, N.A. as its "Prime Rate" and (iii) one-month LIBOR plus 1.00%. Subsequent to the execution of Amendment No. 2, amounts outstanding under the 2026 Credit Agreement bore interest at a per annum rate equal to (i) SOFR plus a SOFR Adjustment, subject to a SOFR floor of 1.00%, and an applicable margin of 3.75%, or (ii) the Alternative Base Rate. As of June 30, 2024, the Term Loan due 2026 bore interest at a rate of 9.35% per annum.

Amounts outstanding under the Term Loan due 2026 amortize in equal quarterly installments of 0.25% of the original principal amount of the Term Loan due 2026 with the balance payable on the maturity date. As a result of the mandatory prepayments, the Company is no longer required to make such quarterly installments. The maturity date of the Term Loan due 2026 is March 31, 2026.

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

During the six months ended June 30, 2023, the Company repaid $3.8 million principal amount of the Term Loan due 2026. The repayment resulted in a gain on extinguishment of debt of $0.2 million. The Term Loan due 2026 was repaid with cash on hand. The Company wrote-off debt issuance costs as a result of the repayment which were not material.

As of June 30, 2024, we were in compliance with all required covenants under the 2026 Credit Agreement.

2029 Credit Agreement (Term Loan Due 2029)

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

Upon consummation of the Term Loan Exchange Offer, Holdings entered into a new term loan credit agreement (the "2029 Credit Agreement"), by and among Holdings, Intermediate Holdings, certain other subsidiaries of the Company, Bank of America, N.A., as Administrative Agent, and the other banks and financial institutions party thereto as lenders. The maturity date of the Term Loan due 2029 is May 2, 2029, and amounts outstanding thereunder bear interest at a per annum rate equal to (i) Secured Overnight Financing Rate ("SOFR"), subject to a SOFR floor of 1.00%, and an applicable margin of 5.00%, or (ii) the Alternative Base (as defined therein) and an applicable margin of 4.00%. Subject to certain exceptions, the 2029 Credit Agreement has substantially similar representations and events of default as the 2026 Credit Agreement has (prior to giving effect to the Term Loan Exchange Offer). As of June 30, 2024, the Term Loan due 2029 bore interest at a rate of 10.33% per annum.

The 2029 Credit Agreement contains customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, may restrict the ability of us and our subsidiaries to incur additional indebtedness, pay dividends or repurchase stock. The Term Loan due 2029 and related guarantees are secured by first-priority (with respect to the Term Loan Priority Collateral (as defined in the 2029 Credit Agreement)) and second-priority (with respect to the ABL Priority Collateral (as defined in the 2029 Credit Agreement)) security interests in, subject to permitted liens and certain exceptions, substantially all of the existing and future assets of Holdings and the Existing Guarantors, which assets also secure the 2020 Revolving Credit Agreement (as defined below) and the Senior Notes due 2029 and do not secure the Senior Notes due 2026. In addition, the Term Loan due 2029 is guaranteed by certain subsidiaries that are designated as unrestricted under the Term Loan due 2026 and the Senior Notes due 2026 and secured by first-priority security interests in, subject to permitted liens and certain exceptions, the assets of such subsidiaries. The Senior Notes due 2026 and Term Loan due 2026 do not have the benefit of such additional guarantees and collateral.

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

As of June 30, 2024, we were in compliance with all required covenants under the 2029 Credit Agreement.

2020 Revolving Credit Agreement

On March 6, 2020, Holdings and certain of the Company’s other subsidiaries, as borrowers (the "Borrowers"), and Intermediate Holdings entered into a $100.0 million revolving credit facility (the "2020 Revolving Credit Facility") pursuant to a Credit Agreement (the "2020 Revolving Credit Agreement"), dated as of March 6, 2020, with Fifth Third Bank, as a lender and Administrative Agent and certain other lenders from time to time party thereto. On May 2, 2024, the Borrowers and Intermediate Holdings entered into a sixth amendment (the "Sixth Amendment") to the 2020 Revolving Credit Agreement which, among other things, (i) extended the maturity date of all borrowings under the 2020 Revolving Credit Facility to March

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1, 2029, provided, that if any indebtedness for borrowed money of Holdings or one of its restricted subsidiaries with an aggregate principal amount in excess of the lesser of (A) $50.0 million and (B) the greater of (x) $35.0 million and (y) the aggregate principal amount of indebtedness outstanding under the 2026 Credit Agreement and the 2026 Notes Indenture (as defined below) is outstanding on the date that is 90 days prior to the stated maturity of such indebtedness (each such date, a "Springing Maturity Date"), then the Initial Maturity Date shall instead be such Springing Maturity Date, and (ii) increased the aggregate commitments under the 2020 Revolving Credit Agreement to $125.0 million. Except as modified by the Sixth Amendment, the existing terms of the 2020 Revolving Credit Agreement remained in effect.

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

Borrowings under the 2020 Revolving Credit Facility bear interest, at the option of Holdings, based on 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 annum rate equal to the rate identified as the "Prime Rate" by Fifth Third Bank. In addition, the unused portion of the 2020 Revolving Credit Facility will be subject to a commitment fee of 0.25%.

As of June 30, 2024, $4.4 million was outstanding under the 2020 Revolving Credit Facility, representing letters of credit. As of June 30, 2024, Holdings was in compliance with all required covenants under the 2020 Revolving Credit Agreement.

Senior Notes due 2026

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

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

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

During the six months ended June 30, 2024, the Company repaid $0.5 million principal amount of the Senior Notes due 2026. The repayment resulted in a gain on extinguishment of debt of $0.2 million. The Senior Notes due 2026 were repaid with cash on hand. The Company wrote-off debt issuance costs as a result of the repayment which were not material.

During the six months ended June 30, 2023, the Company repaid $34.7 million principal amount of the Senior Notes due 2026. The repayments resulted in a gain on extinguishment of debt of $8.8 million. The Senior Notes due 2026 were repaid with cash on hand. The Company wrote-off $0.3 million of debt issuance costs as a result of the repayment.

As of June 30, 2024, Holdings was in compliance with all required covenants under the Indenture.

Senior Notes due 2029

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

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

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

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

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

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

As of June 30, 2024, Holdings was in compliance with all required covenants under the 2029 Notes Indenture.

6. Fair Value Measurements

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


	June 30, 2024		December 31, 2023
Term Loan due 2026:
Gross value	$	1,203	$	329,510
Fair value - Level 2	$	541	$	250,428
Term Loan due 2029:
Gross value	$	327,873	$	—
Fair value - Level 2	$	147,543	$	—
Senior Notes due 2026:
Gross value	$	22,697	$	346,245
Fair value - Level 2	$	13,877	$	231,119
Senior Notes due 2029:
Gross value	$	322,591	$	—
Fair value - Level 2	$	137,101	$	—

The Company invests in governmental money market funds that have a maturity of three months or less at the date of purchase which are classified as cash equivalents. Due to the short maturity, the Company believes the carrying amount of the

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cash equivalents approximates fair value. The following table details the fair value measurements of the Company's investments as of June 30, 2024 and December 31, 2023 (dollars in thousands):


	Level 1				Level 2				Level 3
	June 30, 2024		December 31, 2023		June 30, 2024		December 31, 2023		June 30, 2024		December 31, 2023
Cash equivalents	$	—	$	49,092	$	—	$	—	$	—	$	—

7. Income Taxes

For the three months ended June 30, 2024, the Company recorded an income tax expense of $0.8 million on pre-tax book loss of $26.9 million, resulting in an effective tax rate of approximately (2.9)%. For the three months ended June 30, 2023, the Company recorded an income tax benefit of $4.8 million on pre-tax book loss of $5.9 million, resulting in an effective tax rate of approximately 81.8%.

For the six months ended June 30, 2024 the Company recorded an income tax expense of $2.3 million on pre-tax book loss of $39.6 million, resulting in an effective tax rate of approximately (5.8)%. For the six months ended June 30, 2023 the Company recorded an income tax expense of $1.0 million on pre-tax book loss of $21.5 million, resulting in an effective tax rate of approximately (4.6)%.

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, 2024 and 2023, primarily relate to the valuation allowance recognized during the year and discussed further below, state and local income taxes, and the effect of certain statutory non-deductible expenses.

The Company recognizes the benefits of deferred tax assets only as its assessment indicates that it is more likely than not that the deferred tax assets will be recognized in accordance with ASC Topic 740, Income Taxes. The Company reviews the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to utilize existing deferred tax assets. As of June 30, 2024 and December 31, 2023, the Company recorded a valuation allowance against its deferred tax assets related to a portion of disallowed interest expense carryforwards and other attributes generated during the year because it is more likely than not that some of the tax benefits of these assets will not be realized in the future. The Company will continue to monitor the valuation of deferred tax assets and tax liabilities, which requires judgment in assessing the likely future tax consequences of events that are recognized in the Company's financial statements or tax returns as well as judgment in projecting future profitability.

8. Stockholders' Equity

Common Stock

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

As of June 30, 2024, the Company had 22,417,427 aggregate issued shares of common stock, and 16,936,211 outstanding shares consisting of: (i) 22,105,386 issued shares and 16,624,170 outstanding shares designated as Class A common stock; and (ii) 312,041 issued and outstanding shares designated as Class B common stock.

Shareholder Rights Plan

On February 21, 2024, our Board adopted a rights plan and declared a dividend of (a) one Class A right (a "Class A Right") in respect of each share of the Company's Class A common stock, par value $0.0000001 per share (the "Class A Common Shares") and (b) one Class B right (a "Class B Right," and, together with the Class A Rights, the "Rights") in respect of each share of the Company's Class B common stock, par value $0.0000001 per share (the "Class B Common Shares" and together with the Class A Common Shares, the "Common Shares"). The dividend distribution was made on March 4, 2024 to the Company's stockholders of record on that date. The terms of the Rights and the rights plan are set forth in a Stockholder Rights Agreement, dated as of February 21, 2024 (the "Rights Agreement"), by and between the Company and Continental Stock Transfer & Trust Company, as rights agent (or any successor rights agent), as it may be amended from time to time.

In the event that a person or group that is or becomes the beneficial owner of 15% or more of the Company's outstanding Class A Common Shares without prior approval of the Board, subject to certain exceptions (such person or group, an "Acquiring Person"), (a) each Class A Right would allow its holder to purchase from the Company one ten-thousandth of a

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Class A Common Share for a purchase price of $25.00 and (b) each Class B Right would allow its holder to purchase from the Company one ten-thousandth of a Class B Common Share for a purchase price of $25.00. Prior to exercise, a Right does not give its holder any dividend, voting or liquidation rights.

After the date that the Rights become exercisable (the "Distribution Date"), if a person or group is or becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may exercise their (a) Class A Rights, upon payment of the applicable purchase price, to purchase Class A Common Shares (or other securities or assets as determined by the Board) with a market value of two times the applicable purchase price, and (b) Class B Rights, upon payment of the applicable purchase price, to purchase Class B Common Shares (or other securities or assets as determined by the Board) with a market value of two times the applicable purchase price. After the date that the Rights become exercisable, if a flip-in event has already occurred and the Company is acquired in a merger or similar transaction, all holders of Rights, except such Acquiring Person, may exercise their Rights, upon payment of the purchase price, to purchase shares of the acquiring corporation with a market value of two times the applicable purchase price of the Rights.

In addition, after the later of the Distribution Date and the date of the Company's first public announcement that a person or group has become an Acquiring Person, the Board may exchange each Right (other than Rights that have become null and void) at an exchange ratio of (a) one Class A Common Share per Class A Right and (b) one Class B Common Share per Class B Right. The Board may redeem all (but not less than all) of the Rights for a redemption price of $0.001 per Right at any time before the date of the Company's first public announcement or disclosure that a person or group has become an Acquiring Person.

The Board may adjust the purchase price of Common Shares, the number of Common Shares issuable and the number of outstanding Rights to prevent dilution that may occur as a result of certain events, including among others, a stock dividend, a stock split or a reclassification of the Company’s Common Shares. No adjustments to the purchase price of less than 1% will be made. Before the time Rights cease to be redeemable, the Board may amend or supplement the Rights Agreement without the consent of the holders of the Rights, except that no amendment may decrease the Redemption Price below $0.001 per Right. At any time thereafter, the Board may amend or supplement the Rights Agreement to cure an ambiguity, to alter time period provisions, to correct inconsistent provisions or to make any additional changes to the Rights Agreement, to the extent that those changes do not impair or adversely affect any Rights holder and do not result in the Rights again becoming redeemable. The limitations on the Board’s ability to amend the Rights Agreement do not affect the Board’s power or ability to take any other action that is consistent with its fiduciary duties and the terms of the Rights Agreement, including without limitation, accelerating or extending the Expiration Date of the Rights, making any amendment to the Rights Agreement that is permitted by the Rights Agreement or adopting a new Rights Agreement with such terms as the Board determines in its sole discretion to be appropriate. Unless earlier redeemed or exchanged, the Rights will expire on February 20, 2025.

Share Repurchase Program

On May 4, 2022, the Board of Directors authorized a share repurchase program (the "Prior Share Repurchase Authorization") for up to $50.0 million of outstanding Class A common stock. The Prior Share Repurchase Authorization expired on November 3, 2023. On October 27, 2023, the Company announced that the Board of Directors authorized a new share repurchase program (the "Current Share Repurchase Authorization") for up to $25.0 million of outstanding Class A common stock. The Current Share Repurchase Authorization superseded and replaced our Prior Share Repurchase Authorization, and expires on May 15, 2025. Purchases made pursuant to the program may be made from time to time, at the Company’s discretion, in the open market, through privately negotiated transactions or through other manners as permitted by federal securities laws including, but not limited to, 10b5-1 trading plans, accelerated stock repurchase programs and tender offers. The extent that the Company repurchases its shares, the number of shares and the timing of any repurchases will depend on general economic and market conditions, regulatory and legal requirements, alternative investment opportunities and other considerations. The repurchase program does not require the Company to repurchase a minimum number of shares, and it may be modified, suspended or terminated at any time without prior notice. We are currently subject to significant restrictions under the terms of our debt agreements with respect to payment to repurchase shares of our common stock. See "Note 5 — Long-Term Debt" for further discussion of the restrictions in our debt agreements.

During the six months ended June 30, 2024, the Company did not repurchase any shares of its outstanding Class A Common stock in the open market. During the six months ended June 30, 2023, the Company repurchased 323,285 shares of its outstanding Class A common stock in the open market at an average purchase price of $4.65 per share for an aggregate cost of approximately $1.5 million, excluding fees and expenses. Shares repurchased were accounted for as treasury stock, and the total cost of shares repurchased was recorded as a reduction of stockholder's equity in the unaudited condensed consolidated balance sheet.

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The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. Excise tax is owed on the fair market value of stock repurchases reduced by the fair market value of stock issued and a $1,000,000 de minimis exception. Excise tax owed on shares repurchased during the six months ended June 30, 2023, was not material.

As of June 30, 2024, $25.0 million of the Company's outstanding Class A common stock remained available for repurchase under the share repurchase program.

9. Loss Per Share

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

For the three and six months ended June 30, 2024 and 2023, given the net loss attributable to the Company common stockholders, potential common shares that would have caused dilution, such as employee stock options, restricted shares and other stock awards, were excluded from the diluted share count because their effect would have been anti-dilutive.

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

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


	Three Months Ended June 30,
	2024		2023
Basic Loss Per Share
Numerator:
Undistributed net loss from operations	$	(27,699)	$	(1,068)



Basic net loss attributable to common shares	$	(27,699)	$	(1,068)
Denominator:
Basic weighted average shares outstanding	16,887		17,843
Basic undistributed net loss per share attributable to common shares	$	(1.64)	$	(0.06)

Diluted Loss Per Share
Numerator:
Undistributed net loss from operations	$	(27,699)	$	(1,068)



Diluted net loss attributable to common shares	$	(27,699)	$	(1,068)
Denominator:
Basic weighted average shares outstanding	16,887		17,843

Effect of dilutive options and restricted share units	—		—
Diluted weighted average shares outstanding	16,887		17,843
Diluted undistributed net loss per share attributable to common shares	$	(1.64)	$	(0.06)

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	Six Months Ended June 30,
	2024		2023
Basic Loss Per Share
Numerator:
Undistributed net loss from operations	$	(41,853)	$	(22,535)



Basic net loss attributable to common shares	$	(41,853)	$	(22,535)
Denominator:
Basic weighted average shares outstanding	16,786		18,063
Basic undistributed net loss per share attributable to common shares	$	(2.49)	$	(1.25)

Diluted Loss Per Share
Numerator:
Undistributed net loss from operations	$	(41,853)	$	(22,535)



Diluted net loss attributable to common shares	$	(41,853)	$	(22,535)
Denominator:
Basic weighted average shares outstanding	16,786		18,063

Effect of dilutive options and restricted share units	—		—
Diluted weighted average shares outstanding	16,786		18,063
Diluted undistributed net loss per share attributable to common shares	$	(2.49)	$	(1.25)

10. Commitments and Contingencies

Legal Proceedings

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

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

Alien Ownership Restrictions and FCC Petition for Declaratory Ruling

The Communications Act of 1934 and Federal Communications Commission ("FCC") regulation prohibit foreign entities and individuals from having direct or indirect ownership or voting rights of more than 25% in a corporation controlling the licensee of a radio broadcast station unless the FCC finds greater foreign ownership to be in the public interest. The Company previously filed a petition for declaratory relief (the "PDR") requesting the FCC to permit the Company to be up to 100% foreign-owned.

As previously disclosed, on May 29, 2020, the Media Bureau of the FCC issued a Declaratory Ruling (the "Declaratory Ruling") granting the relief requested in the PDR. The Declaratory Ruling permits up to 100% of the Company’s equity and voting stock to be owned by non-U.S. persons, subject to the condition that the Company obtain specific FCC approval for any non-U.S. individual, entity or group to hold, directly or indirectly, more than 5% (or in the case of certain institutional investors 10%) of the Company’s equity or voting stock, or a controlling interest in the Company.

On February 23, 2024, the Company filed a remedial petition for declaratory ruling (the "Remedial PDR") with the FCC. The Remedial PDR relates to the acquisition by Renew Private Group Ltd. (together with its affiliates, the "Group") of the

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Company’s outstanding Class A shares. Specifically, on January 24, 2024, the Group filed a Schedule 13D with the SEC, in which the Group disclosed beneficial ownership of 1,621,426 shares of the Company’s Class A shares, representing 10.01% of the Company’s outstanding Class A shares. This ownership interest is inconsistent with the FCC’s foreign ownership rules and the Declaratory Ruling issued by the FCC relating to the Company’s foreign ownership on May 29, 2020, both of which limit a foreign investor in the Group’s position to holding no more than 5% of the Company’s voting equity or total equity without prior FCC approval. The Remedial PDR, which was filed pursuant to the rules and regulations of the FCC, seeks (a) specific approval for the more than 5% equity and voting interests in the Company presently held by the Group and (b) advance approval for the Group to increase their equity and voting interest in the Company up to any non-controlling amount not to exceed 14.99%. The Remedial PDR remains pending before the FCC.

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

Overview

The following discussion of our financial condition and results of operations should be read in conjunction with the other information contained in this Form 10-Q, including our unaudited Condensed Consolidated Financial Statements and notes thereto included elsewhere in this Form 10-Q, as well as our audited Consolidated Financial Statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2023 ("2023 Form 10-K"), filed with the SEC. This discussion, as well as various other sections of this Form 10-Q, contain and refer to statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such statements are any statements other than those of historical fact and relate to our intent, belief or current expectations primarily with respect to our future operating, financial and strategic performance. Any such forward-looking statements are not guarantees of future performance and may involve risks and uncertainties. These risks and uncertainties include, but are not limited to, those described in Part I, "Item 1A. Risk Factors," and elsewhere in our 2023 Form 10-K and elsewhere in this report, and those described from time to time in other reports filed with the SEC. Actual results may differ from those contained in or implied by the forward-looking statements as a result of various factors. For more information, see "Cautionary Statement Regarding Forward-Looking Statements" in our 2023 Form 10-K.

Non-GAAP Financial Measure

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

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

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

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

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Consolidated Results of Operations

Analysis of Consolidated Results of Operations

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


	Three Months Ended June 30,
	2024		2023		2024 vs 2023 Change
					$		%
STATEMENT OF OPERATIONS DATA:
Net revenue	$	204,849	$	210,136	$	(5,287)	(2.5)	%
Content costs	73,631		73,533		98		0.1	%
Selling, general and administrative expenses	94,359		94,401		(42)		—	%
Depreciation and amortization	14,680		15,146		(466)		(3.1)	%
Corporate expenses	31,717		24,107		7,610		31.6	%
Loss (gain) on sale or disposal of assets or stations	45		(272)		317		N/A


Operating (loss) income	(9,583)		3,221		(12,804)		N/A
Interest expense	(17,626)		(17,940)		314		1.8	%
Interest income	146		712		(566)		(79.5)	%
Gain on early extinguishment of debt	170		8,389		(8,219)		(98.0)	%
Other expense, net	(27)		(268)		241		89.9	%
Loss before income taxes	(26,920)		(5,886)		(21,034)		(357.4)	%
Income tax (expense) benefit	(779)		4,818		(5,597)		N/A


Net loss	$	(27,699)	$	(1,068)	$	(26,631)	(2,493.5)	%
KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA	$	25,213	$	30,676	$	(5,463)	(17.8)	%


	Six Months Ended June 30,
	2024		2023		2024 vs 2023 Change
					$		%
STATEMENT OF OPERATIONS DATA:
Net revenue	$	404,902	$	415,828	$	(10,926)	(2.6)	%
Content costs	158,688		162,199		(3,511)		(2.2)	%
Selling, general and administrative expenses	189,119		188,702		417		0.2	%
Depreciation and amortization	29,549		29,830		(281)		(0.9)	%
Corporate expenses	47,549		38,122		9,427		24.7	%
Loss (gain) on sale or disposal of assets or stations	54		(7,281)		7,335		N/A


Operating (loss) income	(20,057)		4,256		(24,313)		N/A
Interest expense	(34,986)		(35,606)		620		1.7	%
Interest income	492		1,081		(589)		(54.5)	%
Gain on early extinguishment of debt	170		9,006		(8,836)		(98.1)	%
Other income (expense), net	14,806		(286)		15,092		N/A
Loss before income taxes	(39,575)		(21,549)		(18,026)		(83.7)	%
Income tax expense	(2,278)		(986)		(1,292)		(131.0)	%


Net loss	$	(41,853)	$	(22,535)	$	(19,318)	(85.7)	%
KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA	$	33,618	$	41,005	$	(7,387)	(18.0)	%

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Three Months Ended June 30, 2024 compared to the Three Months Ended June 30, 2023

Net Revenue

Net revenue for the three months ended June 30, 2024, compared to net revenue for the three months ended June 30, 2023, decreased $5.3 million, or 2.5%. The decrease is primarily driven by reductions in network and spot revenues of $5.4 million and $5.3 million, respectively, as a result of current macroeconomic conditions. These decreases were primarily offset by a $3.5 million increase in other revenue primarily resulting from higher trade revenue, and $1.9 million of higher digital advertising revenue largely driven by growth in digital marketing services.

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 June 30, 2024, compared to content costs for the three months ended June 30, 2023, increased $0.1 million, or 0.1%, primarily as a result of higher digital costs, which grew in line with digital advertising revenue, and higher third-party station inventory costs as the prior period included a $2.0 million reduction resulting from the fair value reassessment of contingent consideration. These increases were mostly offset by lower syndicated programming costs attributed to reduced network revenue

Selling, General & Administrative Expenses

Selling, general and administrative expenses consist of expenses related to our sales efforts and distribution of our content across our platform and overhead in our markets. Selling, general and administrative expenses for the three months ended June 30, 2024, compared to selling, general and administrative expenses for the three months ended June 30, 2023, remained generally consistent period over period. Selling, general and administrative expenses increased from higher personnel costs largely driven by an expanded digital sales force and higher trade expense. These increases were offset by lower health insurance claims.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended June 30, 2024, as compared to depreciation and amortization expense for the three months ended June 30, 2023, decreased $0.5 million, or 3.1%. Depreciation and amortization expense decreased primarily as certain definite-lived intangibles that were fully amortized during the second quarter of 2023 were mostly offset by additional fixed assets placed into service.

Corporate Expenses

Corporate expenses consist primarily of compensation and related costs for our executive, accounting, finance, human resources, information technology and legal personnel, and fees for professional services. Professional services principally consist of audit, consulting and outside legal services. Corporate expenses also include restructuring costs and stock-based compensation expense. Corporate expenses for the three months ended June 30, 2024, compared to corporate expenses for the three months ended June 30, 2023, increased $7.6 million, or 31.6%. Corporate expenses increased as a result of $16.3 million of debt exchange costs in the second quarter of 2024. This increase was partially offset by a $9.1 million impairment, recorded during the second quarter of 2023, for a certain lease which is expected to be sublet at an amount less than the current contractual agreement.

Loss (Gain) on Sale or Disposal of Assets or Stations

The loss (gain) on sale or disposal of assets or stations for the three months ended June 30, 2024 and 2023, was not material.

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Interest Expense

Total interest expense for the three months ended June 30, 2024, decreased $0.3 million, or 1.8%, when compared to the total interest expense for the three months ended June 30, 2023. The below table details the components of our interest expense by debt instrument (dollars in thousands):


	Three Months Ended June 30,
	2024		2023		$ Change
Term Loan due 2026	$	2,879	$	7,503	$	(4,624)
Term Loan due 2029	5,504		—		5,504
Senior Notes due 2026	2,267		6,117		(3,850)

Senior Notes due 2029	4,017		—		4,017
Financing liabilities	3,483		3,593		(110)
Amortization of debt discount	(891)		—		(891)
Other, including amortization and write-off of debt issuance costs	367		727		(360)
Interest expense	$	17,626	$	17,940	$	(314)

Gain on Early Extinguishment of Debt

The gain on early extinguishment of debt for the three months ended June 30, 2024 of $0.2 million was driven by the Company's repurchase of $0.5 million principal amount of the 6.75% Senior Secured First-Lien Notes due 2026 (the "Senior Notes due 2026").

The gain on early extinguishment of debt for the three months ended June 30, 2023 of $8.4 million was driven by the Company's repurchases of $32.2 million principal amount of the Senior Notes due 2026.

Other Expense

Other expense for the three months ended June 30, 2024 and 2023, was not material.

Income Tax Expense

The differences between the effective tax rates and the federal statutory rate of 21.0% for the three month periods ended June 30, 2024 and 2023, primarily relate to the valuation allowance recognized, state and local income taxes, and the effect of certain statutory non-deductible expenses.

Adjusted EBITDA

As a result of the factors described above, Adjusted EBITDA of $25.2 million for the three months ended June 30, 2024, compared to the Adjusted EBITDA of $30.7 million for the three months ended June 30, 2023, decreased $5.5 million.

Six Months Ended June 30, 2024 compared to the Six Months Ended June 30, 2023

Net Revenue

Net revenue for the six months ended June 30, 2024, compared to net revenue for the six months ended June 30, 2023, decreased $10.9 million, or 2.6%. The decrease is primarily driven by reductions in spot and network revenues of $12.4 million and $6.5 million, respectively, as a result of current macroeconomic conditions. These decreases were primarily offset by $4.2 million of higher digital advertising revenue largely driven by growth in digital marketing services and a $3.8 million increase in other revenue primarily resulting from higher trade revenue.

Content Costs

Content costs consist of all costs related to the licensing, acquisition and development of our programming. Content

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costs for the six months ended June 30, 2024, compared to content costs for the six months ended June 30, 2023, decreased $3.5 million, or 2.2%, primarily as a result of lower syndicated programming costs and reduced spend on third party station inventory, both resulting from declining revenue, and lower personnel costs. These decreases were partially offset by higher digital costs, which grew in line with digital advertising revenue.

Selling, General & Administrative Expenses

Selling, general and administrative expenses consist of expenses related to our sales efforts and distribution of our content across our platform and overhead in our markets. Selling, general and administrative expenses for the six months ended June 30, 2024, compared to selling, general and administrative expenses for the six months ended June 30, 2023, increased $0.4 million or 0.2%. Selling, general and administrative expenses increased slightly as higher trade expense was mostly offset by reduced research expense resulting from a contract renewal.

Depreciation and Amortization

Depreciation and amortization expense for the six months ended June 30, 2024, as compared to depreciation and amortization expense for the six months ended June 30, 2023, decreased $0.3 million, or 0.9%. Depreciation and amortization expense decreased primarily as certain definite-lived intangibles that were fully amortized during the second quarter of 2023 were mostly offset by additional fixed assets placed into service.

Corporate Expenses

Corporate expenses consist primarily of compensation and related costs for our executive, accounting, finance, human resources, information technology and legal personnel, and fees for professional services. Professional services principally consist of audit, consulting and outside legal services. Corporate expenses also include restructuring costs and stock-based compensation expense. Corporate expenses for the six months ended June 30, 2024, compared to corporate expenses for the six months ended June 30, 2023, increased $9.4 million, or 24.7%. Corporate expenses increased primarily from $16.3 million of debt exchange costs in the second quarter of 2024 and higher legal fees. These increases were partially offset by a $9.1 million impairment, recorded during the second quarter of 2023, for a certain lease which is expected to be sublet at an amount less than the current contractual agreement.

Loss (Gain) on Sale or Disposal of Assets or Stations

The loss on sale or disposal of assets or stations for the six months ended June 30, 2024, was not material.

The gain on sale or disposal of assets or stations for the six months ended June 30, 2023, was primarily related to the sale of WFAS-FM.

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Interest Expense

Total interest expense for the six months ended June 30, 2024, decreased $0.6 million, or 1.7%, when compared to the total interest expense for the six months ended June 30, 2023. The below table details the components of our interest expense by debt instrument (dollars in thousands):


	Six Months Ended June 30,
	2024		2023		$ Change
Term Loan due 2026	$	10,395	$	14,612	$	(4,217)
Term Loan due 2029	5,504		—		5,504
Senior Notes due 2026	8,110		12,542		(4,432)
Senior Notes due 2029	4,017		—		4,017

Financing liabilities	6,994		7,213		(219)
Amortization of debt discount	(891)		—		(891)
Other, including amortization and write-off of debt issuance costs	857		1,239		(382)
Interest expense	$	34,986	$	35,606	$	(620)

Interest Income

Interest income for the six months ended June 30, 2024, decreased $0.6 million, or 54.5% when compared to interest income for the six months ended June 30, 2023. Interest income decreased as a result of reduced investment in government money market funds during 2024 when compared to 2023.

Gain on Early Extinguishment of Debt

The gain on early extinguishment of debt for the six months ended June 30, 2024 of $0.2 million was driven by the Company's repurchase of $0.5 million principal amount of the Senior Notes due 2026.

The gain on early extinguishment of debt for the six months ended June 30, 2023 of $9.0 million was primarily driven by the Company's repurchases of $34.7 million principal amount of the Senior Notes due 2026.

Other Income (Expense)

Other income for the six months ended June 30, 2024, of $14.8 million, represents the gain recognized on the February 2024 sale of Broadcast Music, Inc. (the "BMI Sale") to a shareholder group led by New Mountain Capital, LLC.

Other expense for the six months ended June 30, 2023, was not material.

Income Tax Expense

For the six months ended June 30, 2024, the Company recorded an income tax expense of $2.3 million on pre-tax book loss of $39.6 million, resulting in an effective tax rate of approximately (5.8)%. For the six months ended June 30, 2023, the Company recorded an income tax expense of $1.0 million on pre-tax book loss of $21.5 million, resulting in an effective tax rate of approximately (4.6)%.

The differences between the effective tax rates and the federal statutory rate of 21.0% for the six month periods ended June 30, 2024 and 2023, primarily relate to the valuation allowance recognized during the year, state and local income taxes, and the effect of certain statutory non-deductible expenses.

Adjusted EBITDA

As a result of the factors described above, Adjusted EBITDA of $33.6 million for the six months ended June 30, 2024, compared to the Adjusted EBITDA of $41.0 million for the six months ended June 30, 2023, decreased $7.4 million.

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Reconciliation of Non-GAAP Financial Measure

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


	Three Months Ended June 30,
	2024		2023
GAAP net loss	$	(27,699)	$	(1,068)
Income tax expense (benefit)	779		(4,818)
Non-operating expenses, including net interest expense	17,507		17,496
Depreciation and amortization	14,680		15,146
Stock-based compensation expense	1,336		1,492
Loss (gain) on sale or disposal of assets or stations	45		(272)


Gain on early extinguishment of debt	(170)		(8,389)
Restructuring costs	1,988		10,716
Debt exchange costs	16,271		—
Non-routine legal expenses	280		173
Franchise taxes	196		200
Adjusted EBITDA	$	25,213	$	30,676


	Six Months Ended June 30,
	2024		2023
GAAP net loss	$	(41,853)	$	(22,535)
Income tax expense	2,278		986
Non-operating expenses, including net interest expense	19,688		34,811
Depreciation and amortization	29,549		29,830
Stock-based compensation expense	2,408		2,618
Loss (gain) on sale or disposal of assets or stations	54		(7,281)


Gain on early extinguishment of debt	(170)		(9,006)
Restructuring costs	4,118		11,007
Debt exchange costs	16,271		—
Non-routine legal expenses	888		176
Franchise taxes	387		399
Adjusted EBITDA	$	33,618	$	41,005

Liquidity and Capital Resources

As of June 30, 2024, we had $53.5 million of cash and cash equivalents. The Company used $24.1 million of cash for operating activities in the six months ended June 30, 2024, and generated cash from operating activities of $35.2 million in the six months ended June 30, 2023.

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

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are possible and could have a material adverse effect on the Company’s business, results of operations, financial condition or liquidity.

We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the Consolidated Balance Sheet as of June 30, 2024, while others are considered future commitments. Our contractual obligations primarily consist of long-term debt and related interest payments, commitments under non-cancelable operating lease agreements, and employment and talent contracts. In addition to our contractual obligations, we expect that our primary anticipated uses of liquidity in 2024 will be to fund our working capital, make interest and tax payments, fund capital expenditures, execute our strategic plan and maintain operations.

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

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

2026 Credit Agreement (Term Loan due 2026)

On September 26, 2019, we entered into the 2026 Credit Agreement providing for the Term Loan due 2026. See Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 5 — Long-Term Debt," for further discussion of the 2026 Credit Agreement.

2029 Credit Agreement (Term Loan Due 2029)

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

See Part I, "Item 1 — Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements — Note 5 — Long-Term Debt," for further discussion of the Term Loan Exchange Offer.

2020 Revolving Credit Agreement

On March 6, 2020, we entered into a $100.0 million Revolving Credit Facility which was amended on June 3, 2022 (and further amended on May 2, 2024, as discussed below). See Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 5 — Long-Term Debt," for further discussion of our 2020 Revolving Credit Agreement.

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On May 2, 2024, the Borrowers and Intermediate Holdings entered into the Sixth Amendment to the 2020 Revolving Credit Agreement which, among other things, (i) extended the maturity date of all borrowings under the 2020 Revolving Credit Facility to March 1, 2029, provided, that if any indebtedness for borrowed money of Holdings or one of its restricted subsidiaries with an aggregate principal amount in excess of the lesser of (A) $50.0 million and (B) the greater of (x) $35.0 million and (y) the aggregate principal amount of indebtedness outstanding under the 2026 Credit Agreement and the 2026 Notes Indenture is outstanding on the date that is 90 days prior to the stated maturity of such indebtedness (each such date, a "Springing Maturity Date"), then the Initial Maturity Date shall instead be such Springing Maturity Date, and (ii) increased the aggregate commitments under the 2020 Revolving Credit Agreement to $125.0 million. Except as modified by the Sixth Amendment, the existing terms of the 2020 Revolving Credit Agreement remained in effect. See Part I, "Item 1 — Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements — Note 5 — Long-Term Debt," for further discussion of the Sixth Amendment.

Senior Notes due 2026

On June 26, 2019, we entered into an indenture under which the Senior Notes due 2026 were issued. See Part I, "Item 1 — Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements — Note 5 — Long-Term Debt," for further discussion of the indenture and the Senior Notes due 2026.

Senior Notes due 2029

On May 2, 2024, Holdings consummated its previously announced Notes Exchange Offer to exchange any and all of its outstanding Senior Notes due 2026 for new 8.00% Senior Secured First-Lien Notes due 2029 (the "Senior Notes due 2029"). In connection with the Notes Exchange Offer, Holdings accepted $323.0 million in aggregate principal amount of Senior Notes due 2026 tendered in the Notes Exchange Offer in exchange for approximately $306.4 million in aggregate principal amount of Senior Notes due 2029. After giving effect to the Notes Exchange Offer, including fees and expenses, as of May 2, 2024, there was $23.2 million in aggregate principal amount of Senior Notes due 2026 outstanding and $306.4 million in aggregate principal amount of Senior Notes due 2029 outstanding. See Part I, "Item 1 — Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements — Note 5 — Long-Term Debt," for further discussion of the Notes Exchange Offer.

Share Repurchase Program

On May 4, 2022, the Board of Directors authorized a share repurchase program (the "Prior Share Repurchase Authorization") for up to $50.0 million of outstanding Class A common stock. The Prior Share Repurchase Authorization expired on November 3, 2023. On October 27, 2023, the Company announced that the Board of Directors authorized a new share repurchase program (the "Current Share Repurchase Authorization") for up to $25.0 million of outstanding Class A common stock. The Current Share Repurchase Authorization superseded and replaced our Prior Share Repurchase Authorization, and expires on May 15, 2025. Purchases made pursuant to the program may be made from time to time, at the Company’s discretion, in the open market, through privately negotiated transactions or through other manners as permitted by federal securities laws including, but not limited to, 10b5-1 trading plans, accelerated stock repurchase programs and tender offers. The extent that the Company repurchases its shares, the number of shares and the timing of any repurchases will depend on general economic and market conditions, regulatory and legal requirements, alternative investment opportunities and other considerations. The repurchase program does not require the Company to repurchase a minimum number of shares, and it may be modified, suspended or terminated at any time without prior notice. We are currently subject to significant restrictions under the terms of our debt agreements with respect to payment to repurchase shares of our common stock. For a more detailed discussion of the restrictions in our debt agreements, See Part I, "Item 1 — Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements — Note 5 — Long-Term Debt."

During the six months ended June 30, 2024, the Company did not repurchase any shares of its outstanding Class A Common stock in the open market. During the six months ended June 30, 2023, the Company repurchased 323,285 shares of its outstanding Class A common stock in the open market at an average purchase price of $4.65 per share for an aggregate cost of approximately $1.5 million, excluding fees and expenses. Shares repurchased were accounted for as treasury stock and the total cost of shares repurchased was recorded as a reduction of stockholder's equity in the unaudited Condensed Consolidated Balance Sheet.

As of June 30, 2024, $25.0 million of the Company's outstanding Class A common stock remained available for

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repurchase under the share repurchase program.

Cash Flows (Used in) Provided by Operating Activities


	Six Months Ended June 30,
	2024		2023
(Dollars in thousands)
Net cash (used in) provided by operating activities	$	(24,056)	$	35,188

Net cash used in operating activities for the six months ended June 30, 2024, compared to net cash provided by operating activities for the six months ended June 30, 2023, decreased primarily as a result of changes in working capital and reduced operating results. Operating loss for the six months ended June 30, 2024, included $16.3 million of debt exchange costs.

Cash Flows Provided by (Used in) Investing Activities


	Six Months Ended June 30,
	2024		2023
(Dollars in thousands)
Net cash provided by (used in) investing activities	$	2,349	$	(6,376)

Net cash provided by investing activities for the six months ended June 30, 2024, consists primarily of proceeds from the BMI Sale which were largely offset by capital expenditures.

For the six months ended June 30, 2023, net cash used in investing activities consists primarily of capital expenditures which were partially offset by proceeds from the sale of WFAS-FM.

Cash Flows Used in Financing Activities


	Six Months Ended June 30,
	2024		2023
(Dollars in thousands)
Net cash used in financing activities	$	(5,461)	$	(43,825)

For the six months ended June 30, 2024, net cash used in financing activities primarily relates to repayments of financing obligations and shares returned in lieu of tax payments for vested restricted stock.

For the six months ended June 30, 2023, net cash used in financing activities primarily relates to the repurchase of $34.7 million principal amount of the Senior Notes due 2026 for $25.9 million, the purchase of $7.8 million of treasury stock, and the repurchase of $3.8 million principal amount of Term Loan due 2026 for $3.6 million.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of June 30, 2024.

Critical Accounting Policies and Estimates

For a description of our critical accounting policies and estimates, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Our critical accounting policies and estimates have not changed materially during the six months ended June 30, 2024.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures

We maintain a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such

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disclosure controls and procedures are designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including, our President and Chief Executive Officer ("CEO") and Executive Vice President and Chief Financial Officer ("CFO"), the principal executive and principal financial officers, respectively, as appropriate, to allow timely decisions regarding required disclosure. At the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the CEO and CFO have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2024.

There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)) during the three months ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

As of the date of this filing, there have been no additional material legal proceedings or material developments in the legal proceedings disclosed in Part 1, Item 3, of our Annual Report on Form 10-K for the year ended December 31, 2023. For more information, see Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 10 — Commitments and Contingencies."

Item 1A. Risk Factors

Please refer to Part I, Item 1A, "Risk Factors," in our 2023 Form 10-K for information regarding known material risks that could materially affect our business, financial condition or future results. During the six months ended June 30, 2024, there were no material changes to our previously disclosed risk factors. Additional factors not presently known to the Company, or that the Company does not currently believe to be material, may also cause actual results to differ materially from expectations.

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

None.

Item 5. Other Information

None of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as defined in Item 408 of Regulation S-K, during the Company’s fiscal quarter ended June 30, 2024.

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Item 6. Exhibits


Exhibit Number						Description

4.1						Indenture dated as of May 2, 2024, among Cumulus Media New Holdings Inc., the Guarantors (as defined therein) and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Cumulus Media Inc.’s Current Report on Form 8-K filed with the SEC on May 3, 2024).

4.2						Form of 8.000% Senior Secured First-Lien Notes due 2029 (included as Exhibit A to Exhibit 4.1 hereto).

4.3						First Supplemental Indenture, dated as of May 2, 2024, between Cumulus Media New Holdings Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.3 to Cumulus Media Inc.’s Current Report on Form 8-K filed with the SEC on May 3, 2024).

10.1						Transaction Support Agreement, dated as of April 18, 2024, by and among Cumulus Media Inc., Cumulus Media New Holdings Inc. and the Ad-Hoc Group (as defined therein) (incorporated by reference to Exhibit 10.1 to Cumulus Media Inc.’s Current Report on Form 8-K filed with the SEC on April 19, 2024).

10.2						Term Loan Exchange Agreement, dated as of May 2, 2024, by and among Cumulus Media Intermediate Inc., Cumulus Media New Holdings Inc., certain subsidiaries of Cumulus Media Intermediate Inc., certain lenders, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Cumulus Media Inc.’s Current Report on Form 8-K filed with the SEC on May 3, 2024).

10.3						Credit Agreement, dated as of May 2, 2024, by and among Cumulus Media Intermediate Inc., Cumulus Media New Holdings Inc., certain subsidiaries of Cumulus Media Intermediate Inc., certain lenders, and Bank of America, N.A., as Administrative Agent (included as Exhibit B to Exhibit 10.2 hereto).

10.4						Amended Credit Agreement, reflecting amendments to that certain Credit Agreement, dated as of September 26, 2019, entered into by and among Cumulus Media Intermediate Inc., Cumulus Media New Holdings Inc., each of the restricted subsidiaries of Cumulus Media New Holdings Inc. signatory thereto, and Bank of America, N.A., as administrative agent (included as Exhibit A to Exhibit 10.2 hereto).

10.5						Sixth Amendment to the ABL Credit Agreement, dated as of May 2, 2024, entered into by and among Cumulus Media Intermediate Inc., Cumulus Media New Holdings Inc., each of the restricted subsidiaries of Cumulus Media New Holdings Inc. 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 10.4 to Cumulus Media Inc.’s Current Report on Form 8-K filed with the SEC on May 3, 2024).

10.6						Fifth Amendment to Employment Agreement, dated April 25, 2022, by and between Cumulus Media Inc. and Robert J. Walker.

10.7						Sixth Amendment to Employment Agreement, dated June 18, 2024, by and between Cumulus Media Inc. and Robert J. Walker.

10.8						Seventh Amendment to Employment Agreement, dated April 25, 2022, by and between Cumulus Media Inc. and Dave Milner.

10.9						Eighth Amendment to Employment Agreement, dated June 14, 2024, by and between Cumulus Media Inc. and Dave Milner.

31.1						Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

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

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

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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

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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.

August 2, 2024	By:	/s/ Francisco J. Lopez-Balboa
		Francisco J. Lopez-Balboa
		Executive Vice President, Chief Financial Officer

FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT

This FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT (“Fifth Amendment”) is made and entered into this 25th day of April, 2022 (“Effective Date”), by and between Cumulus Media Inc. (the “Company”) and Robert J. Walker (the “Employee”) (collectively the “Parties” and individually a “Party”).

WHEREAS, Employee and Company are parties to that certain Employment Agreement dated January 1, 2015, and as amended by that First Amendment to Employment Agreement dated February 19, 2016, Second Amendment to Employment Agreement dated August 26, 2016, Third Amendment to Employment Agreement dated September 31, 2017, and Fifth Amendment to Employment Agreement dated July 1, 2021 (collectively, the “Agreement”); and

WHEREAS, Employee and Company desire to amend the Agreement to extend the term and otherwise amend the Agreement as set forth herein;

NOW, THEREFORE, in consideration of the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee and Company agree as follows:

1.The second sentence of Section 5.2(i) is deleted in its entirely and the following is inserted in lieu thereof:

In the event of such without Cause termination, Company shall (A) continue to pay to Employee wages at Employee’s then Base Salary rate for a period of six (6) months after such termination (the “Severance Period”), and (B) make cash payments to Executive during the Severance Period (in substantially equal installments) totaling to fifty percent (50%) of the Target Bonus (such payment, together with any payments made by the Company to Executive pursuant to subsection (A) above, is referred to herein collectively as the “Severance”).

2.Section 5.2(ii) is deleted in its entirety and the following is inserted in lieu thereof:

Notwithstanding the foregoing, if, during the Term, the Employee’s employment is terminated by Company without Cause in accordance with Section 5.2(i) above and the termination occurs within nine (9) months of Ms. Mary Berner resigning her employment with the Company at the request of the Board of Directors of the Company or whose employment with the Company is terminated by the Board of Directors without “Cause” (as such term is defined in Ms. Berner’s employment agreement), then (A) the Severance Period defined in Section 5.2(i)(A) above shall be nine (9) months instead of six (6) months, and (B) the cash payments referenced in Section 5.2(i)(B) above shall total seventy-five percent (75%) of the Target Bonus instead of fifty percent (50%) of the Target Bonus.

3.The notice addresses for the Company are deleted in their entirety and the following is inserted in lieu thereof:

If to the Company: Cumulus Media Inc.

780 Johnson Ferry Road

Suite 500

Atlanta, GA 30342

Attn: Chief Executive Officer

With a copy to: Cumulus Media Inc.

780 Johnson Ferry Road

Suite 500

Atlanta, GA 30342

Attn: Legal Department.

4.The foregoing amendments to the Agreement shall be effective as of the Effective Date set forth above. Except as expressly amended hereby, the Agreement shall remain in full force and effect and is hereby ratified and confirmed in all other respects.

5.This Fifth Amendment and the Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia applicable to agreements to be wholly performed therein.

6.This Fifth Amendment may be executed in any number of counterparts, each of which when taken together shall constitute one and the same original instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to be duly executed as of the Effective Date.

COMPANY EMPLOYEE

Cumulus Media Inc. Robert J. Walker

By:

Name:

Title:

SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT

This SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT (“Sixth Amendment”) is made and entered into this 18th day of June, 2024 (“Effective Date”), by and between Cumulus Media Inc. (the “Company”) and Robert Walker (the “Employee”) (collectively the “Parties” and individually a “Party”).

WHEREAS, Employee and Company are parties to that certain Employment Agreement dated January 1, 2015, as amended by that First Amendment to Employment Agreement dated February 19, 2016, that Second Amendment to Employment Agreement dated August 26, 2016, that Third Amendment to Employment Agreement dated September 31, 2017, that Fourth Amendment to Employment Agreement dated July 1, 2017, and that Fifth Amendment to Employment Agreement dated April 25, 2022 (collectively, the “Agreement”); and

WHEREAS, Employee and Company desire to amend the Agreement to extend the term of the Agreement as set forth herein;

1.The first paragraph of Section 3 of the Agreement is deleted in its entirety and the following is inserted in lieu thereof:

Term. The term of Employee’s employment by the Company under this Agreement (the “Employment Period”) will commence on September 1, 2014 and shall continue until December 31, 2027. The Employment Period will be automatically extended from year to year unless either the Company or Employee gives written notice of non-renewal on or before July 1, 2027 (but no earlier than June 1, 2027), or annually on or before July 1st thereafter (but no earlier than June 1st) that the Employment Period shall not be extended. The term “Employment Period” shall refer to the Employment Period if and as so extended.”

2.The foregoing amendment to the Agreement shall be effective as of the Effective Date set forth above. Except as expressly amended hereby, the Agreement shall remain in full force and effect and is hereby ratified and confirmed in all other respects.

3.This Sixth Amendment and the Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia applicable to agreements to be wholly performed therein.

4.This Sixth Amendment may be executed in any number of counterparts, each of which when taken together shall constitute one and the same original instrument.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to be duly executed as of the Effective Date.

COMPANY EMPLOYEE

Cumulus Media Inc. Robert Walker

By:

Name:

Title:

SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT

This SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT (“Seventh Amendment”) is made and entered into this 25th day of April, 2022 (“Effective Date”), by and between Cumulus Media Inc. (the “Company”) and David Milner (the “Employee”) (collectively the “Parties” and individually a “Party”).

WHEREAS, Employee and Company are parties to that certain Employment Agreement dated July 21, 2014, and as amended by that First Amendment to Employment Agreement dated November 13, 2015, Second Amendment to Employment Agreement dated February 19, 2016, Third Amendment to Employment Agreement dated August 12, 2016, Fourth Amendment to Employment Agreement dated September 31, 2017, Fifth Amendment to Employment Agreement dated December 10, 2018 and Sixth Amendment to Employment Agreement dated July 1, 2021 (collectively, the “Agreement”); and

WHEREAS, Employee and Company desire to amend the Agreement to extend the term and otherwise amend the Agreement as set forth herein;

1.The second sentence of Section 5.2(i) is deleted in its entirely and the following is inserted in lieu thereof:

2.Section 5.2(ii) is deleted in its entirety and the following is inserted in lieu thereof:

3.The notice addresses for the Company and Employee are deleted in their entirety and the following is inserted in lieu thereof:

If to the Company: Cumulus Media Inc.

780 Johnson Ferry Road

Suite 500

Atlanta, GA 30342

Attn: Chief Executive Officer

With a copy to: Cumulus Media Inc.

780 Johnson Ferry Road

Suite 500

Atlanta, GA 30342

Attn: Legal Department

If to Employee: David Milner

376 Peachtree Battle Avenue, NW

Atlanta, GA 30305.

5.This Seventh Amendment and the Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia applicable to agreements to be wholly performed therein.

6.This Seventh Amendment may be executed in any number of counterparts, each of which when taken together shall constitute one and the same original instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to be duly executed as of the Effective Date.

COMPANY EMPLOYEE

Cumulus Media Inc. David Milner

By:

Name:

Title:

EIGHTH AMENDMENT TO EMPLOYMENT AGREEMENT

This EIGHTH AMENDMENT TO EMPLOYMENT AGREEMENT (“Eighth Amendment”) is made and entered into this 14th day of June, 2024 (“Effective Date”), by and between Cumulus Media Inc. (the “Company”) and David Milner (the “Employee”) (collectively the “Parties” and individually a “Party”).

WHEREAS, Employee and Company are parties to that certain Employment Agreement dated July 21, 2014, and as amended by that First Amendment to Employment Agreement dated November 13, 2015, Second Amendment to Employment Agreement dated February 19, 2016, Third Amendment to Employment Agreement dated August 12, 2016, Fourth Amendment to Employment Agreement dated September 31, 2017, Fifth Amendment to Employment Agreement dated December 10, 2018, Sixth Amendment to Employment Agreement dated July 1, 2021 and Seventh Amendment to Employment Agreement dated April 25, 2022 (collectively, the “Agreement”); and

WHEREAS, Employee and Company desire to amend the Agreement to extend the term and otherwise amend the Agreement as set forth herein;

1.The first paragraph of Section 3 of the Agreement is deleted in its entirety and the following is inserted in lieu thereof:

3.This Eighth Amendment and the Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia applicable to agreements to be wholly performed therein.

4.This Eighth Amendment may be executed in any number of counterparts, each of which when taken together shall constitute one and the same original instrument.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Eighth Amendment to be duly executed as of the Effective Date.

COMPANY EMPLOYEE

Cumulus Media Inc. David Milner

By:

Name:

Title:

Exhibit 31.1

Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Mary G. Berner, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cumulus Media Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


August 2, 2024	By:	/s/ Mary G. Berner
		Mary G. Berner
		President and Chief Executive Officer

Exhibit 31.2

Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Francisco J. Lopez-Balboa, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cumulus Media Inc.;

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


August 2, 2024	By:	/s/ Francisco J. Lopez-Balboa
		Francisco J. Lopez-Balboa
		Executive Vice President, Chief Financial Officer

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act Of 2002

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of the quarterly report on Form 10-Q of Cumulus Media Inc. (the “Company”) for the three month period ended June 30, 2024, filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, that, to such officer’s knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15d of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


			/s/ Mary G. Berner
			Name:						Mary G. Berner
			Title:						President and Chief Executive Officer

			/s/ Francisco J. Lopez-Balboa
			Name:						Francisco J. Lopez-Balboa
			Title:						Executive Vice President, Chief Financial Officer

Date: August 2, 2024

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2024	Jul. 26, 2024
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-38108
Entity Registrant Name	Cumulus Media Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-5134717
Entity Address, Address Line One	780 Johnson Ferry Road NE
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Atlanta,
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30342
City Area Code	404
Local Phone Number	949-0700
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Bankruptcy Proceedings, Reporting Current	true
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false
CIK	0001058623
Class A Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Class A common stock
Trading Symbol	CMLS
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		16,624,170
Class A common stock purchase rights
Entity Information [Line Items]
Title of 12(b) Security	Class A common stock purchase rights
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ
Class B Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		312,041

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 53,492	$ 80,660
Accounts receivable, less allowance for doubtful accounts of $6,172 and $5,983 at June 30, 2024 and December 31, 2023, respectively	170,563	180,706
Trade receivable	5,343	1,495
Prepaid expenses and other current assets	31,664	24,036
Total current assets	261,062	286,897
Property and equipment, net	171,590	180,596
Operating lease right-of-use assets	109,678	118,646
Broadcast licenses	741,635	741,716
Other intangible assets, net	87,752	95,913
Other assets	13,016	16,533
Total assets	1,384,733	1,440,301
Current liabilities:
Accounts payable and accrued expenses	108,826	114,072
Current portion of operating lease liabilities	26,884	27,515
Trade payable	3,113	2,152
Total current liabilities	138,823	143,739
Long-term debt	671,559	672,424
Operating lease liabilities	104,779	113,141
Financing liabilities, net	203,134	205,890
Other liabilities	6,164	6,200
Deferred income tax liabilities	14,223	12,325
Total liabilities	1,138,682	1,153,719
Commitments and contingencies (Note 10)
Stockholders’ equity:
Treasury stock, at cost, 5,481,216 and 5,218,736 shares at June 30, 2024 and December 31, 2023, respectively	(46,833)	(45,747)
Additional paid-in-capital	356,140	353,732
Accumulated deficit	(63,256)	(21,403)
Total stockholders’ equity	246,051	286,582
Total liabilities and stockholders’ equity	1,384,733	1,440,301
Class A Common Stock
Stockholders’ equity:
Common stock	0	0
Class B Common Stock
Stockholders’ equity:
Common stock	$ 0	$ 0

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Accounts receivable, less allowance for doubtful accounts	$ 6,172	$ 5,983
Common stock, shares issued (in shares)	22,417,427
Common stock, shares outstanding (in shares)	16,936,211
Treasury stock, shares (in shares)	5,481,216	5,218,736
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0000001	$ 0.0000001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	22,105,386	21,456,675
Common stock, shares outstanding (in shares)	16,624,170	16,237,939
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.0000001	$ 0.0000001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	312,041	312,041
Common stock, shares outstanding (in shares)	312,041	312,041

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Net revenue	$ 204,849	$ 210,136	$ 404,902	$ 415,828
Operating expenses:
Content costs	73,631	73,533	158,688	162,199
Selling, general and administrative expenses	94,359	94,401	189,119	188,702
Depreciation and amortization	14,680	15,146	29,549	29,830
Corporate expenses	31,717	24,107	47,549	38,122
Loss (gain) on sale or disposal of assets or stations	45	(272)	54	(7,281)
Total operating expenses	214,432	206,915	424,959	411,572
Operating (loss) income	(9,583)	3,221	(20,057)	4,256
Non-operating expense:
Interest expense	(17,626)	(17,940)	(34,986)	(35,606)
Interest income	146	712	492	1,081
Gain on early extinguishment of debt	170	8,389	170	9,006
Other (expense) income, net	(27)	(268)	14,806	(286)
Total non-operating expense, net	(17,337)	(9,107)	(19,518)	(25,805)
Loss before income taxes	(26,920)	(5,886)	(39,575)	(21,549)
Income tax (expense) benefit	(779)	4,818	(2,278)	(986)
Net loss	$ (27,699)	$ (1,068)	$ (41,853)	$ (22,535)
Basic and diluted loss per common share (see Note 9, "Loss Per Share"):
Basic: Loss per share (in dollars per share)	$ (1.64)	$ (0.06)	$ (2.49)	$ (1.25)
Diluted: Loss per share (in dollars per share)	$ (1.64)	$ (0.06)	$ (2.49)	$ (1.25)
Weighted average basic common shares outstanding (in shares)	16,886,774	17,842,745	16,786,094	18,063,232
Weighted average diluted common shares outstanding (in shares)	16,886,774	17,842,745	16,786,094	18,063,232

Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	Total	Class A Common Stock	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Treasury Stock	Additional Paid-In Capital	(Accumulated Deficit)/Retained Earnings
Beginning balance (in shares) at Dec. 31, 2022				17,925,010	312,041
Beginning balance at Dec. 31, 2022	$ 408,405			$ 0	$ 0	$ (36,533)	$ 348,462	$ 96,476
Treasury stock, Beginning balance (in shares) at Dec. 31, 2022						2,927,739
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(21,467)							(21,467)
Shares returned in lieu of tax payments (in shares)						220,949
Shares returned in lieu of tax payments	(1,421)					$ (1,421)
Issuance of common stock (in shares)				252,245
Stock based compensation expense	1,126						1,126
Treasury stock purchased under share repurchase program (in shares)				(323,285)		323,285
Treasury stock purchased under share repurchase program	(1,511)					$ (1,511)
Ending balance (in shares) at Mar. 31, 2023				17,853,970	312,041
Ending balance at Mar. 31, 2023	385,132			$ 0	$ 0	$ (39,465)	349,588	75,009
Treasury stock, Ending balance (in shares) at Mar. 31, 2023						3,471,973
Beginning balance (in shares) at Dec. 31, 2022				17,925,010	312,041
Beginning balance at Dec. 31, 2022	408,405			$ 0	$ 0	$ (36,533)	348,462	96,476
Treasury stock, Beginning balance (in shares) at Dec. 31, 2022						2,927,739
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(22,535)
Ending balance (in shares) at Jun. 30, 2023				16,154,319	312,041
Ending balance at Jun. 30, 2023	379,274			$ 0	$ 0	$ (45,747)	351,080	73,941
Treasury stock, Ending balance (in shares) at Jun. 30, 2023						5,218,736
Beginning balance (in shares) at Mar. 31, 2023				17,853,970	312,041
Beginning balance at Mar. 31, 2023	385,132			$ 0	$ 0	$ (39,465)	349,588	75,009
Treasury stock, Beginning balance (in shares) at Mar. 31, 2023						3,471,973
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(1,068)							(1,068)
Shares returned in lieu of tax payments (in shares)						1,758
Shares returned in lieu of tax payments	(5)					$ (5)
Issuance of common stock (in shares)				45,354
Stock based compensation expense	1,492						1,492
Treasury stock purchased under share repurchase program (in shares)				(1,745,005)		1,745,005
Treasury stock purchased under share repurchase program	(6,277)					$ (6,277)
Ending balance (in shares) at Jun. 30, 2023				16,154,319	312,041
Ending balance at Jun. 30, 2023	379,274			$ 0	$ 0	$ (45,747)	351,080	73,941
Treasury stock, Ending balance (in shares) at Jun. 30, 2023						5,218,736
Beginning balance (in shares) at Dec. 31, 2023		16,237,939	312,041	16,237,939	312,041
Beginning balance at Dec. 31, 2023	$ 286,582			$ 0	$ 0	$ (45,747)	353,732	(21,403)
Treasury stock, Beginning balance (in shares) at Dec. 31, 2023	5,218,736					5,218,736
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ (14,154)							(14,154)
Shares returned in lieu of tax payments (in shares)						261,668
Shares returned in lieu of tax payments	(1,084)					$ (1,084)
Issuance of common stock (in shares)				335,837
Stock based compensation expense	1,072						1,072
Ending balance (in shares) at Mar. 31, 2024				16,573,776	312,041
Ending balance at Mar. 31, 2024	272,416			$ 0	$ 0	$ (46,831)	354,804	(35,557)
Treasury stock, Ending balance (in shares) at Mar. 31, 2024						5,480,404
Beginning balance (in shares) at Dec. 31, 2023		16,237,939	312,041	16,237,939	312,041
Beginning balance at Dec. 31, 2023	$ 286,582			$ 0	$ 0	$ (45,747)	353,732	(21,403)
Treasury stock, Beginning balance (in shares) at Dec. 31, 2023	5,218,736					5,218,736
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ (41,853)
Ending balance (in shares) at Jun. 30, 2024	16,936,211	16,624,170	312,041	16,624,170	312,041
Ending balance at Jun. 30, 2024	$ 246,051			$ 0	$ 0	$ (46,833)	356,140	(63,256)
Treasury stock, Ending balance (in shares) at Jun. 30, 2024	5,481,216					5,481,216
Beginning balance (in shares) at Mar. 31, 2024				16,573,776	312,041
Beginning balance at Mar. 31, 2024	$ 272,416			$ 0	$ 0	$ (46,831)	354,804	(35,557)
Treasury stock, Beginning balance (in shares) at Mar. 31, 2024						5,480,404
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(27,699)							(27,699)
Shares returned in lieu of tax payments (in shares)						812
Shares returned in lieu of tax payments	(2)					$ (2)
Issuance of common stock (in shares)				50,394
Stock based compensation expense	$ 1,336						1,336
Ending balance (in shares) at Jun. 30, 2024	16,936,211	16,624,170	312,041	16,624,170	312,041
Ending balance at Jun. 30, 2024	$ 246,051			$ 0	$ 0	$ (46,833)	$ 356,140	$ (63,256)
Treasury stock, Ending balance (in shares) at Jun. 30, 2024	5,481,216					5,481,216

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (41,853)	$ (22,535)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	29,549	29,830
Amortization and write-off of debt issuance costs	759	1,157
Amortization of debt discount	(891)	0
Provision for doubtful accounts	1,456	1,746
Loss (gain) on sale or disposal of assets or stations	54	(7,281)
Gain on sale of BMI	(14,846)	0
Gain on early extinguishment of debt	(170)	(9,006)
Impairment of right-of-use assets	944	9,050
Change in fair value of contingent consideration	0	(2,000)
Deferred income taxes	1,898	(588)
Stock-based compensation expense	2,408	2,618
Non-cash interest expense on financing liabilities	1,947	1,963
Non-cash imputed rental income	(2,446)	(2,373)
Changes in assets and liabilities (excluding acquisitions and dispositions):
Accounts receivable	8,687	41,495
Trade receivable	(3,848)	(615)
Prepaid expenses and other current assets	(7,176)	1,917
Operating leases, net	(970)	(575)
Other assets	3,964	(720)
Accounts payable and accrued expenses	(4,218)	(10,601)
Trade payable	961	783
Other liabilities	(265)	923
Net cash (used in) provided by operating activities	(24,056)	35,188
Cash flows from investing activities:
Proceeds from sale of assets or stations	56	7,599
Proceeds from sale of BMI	14,846	0
Capital expenditures	(12,553)	(13,975)
Net cash provided by (used in) investing activities	2,349	(6,376)
Cash flows from financing activities:
Repayment of borrowings under Term Loan due 2026	0	(3,564)
Repayments of borrowings under Senior Notes due 2026	(330)	(25,861)
Treasury stock purchases	0	(7,788)
Payment of contingent consideration	0	(2,000)
Financing costs on Revolving Credit Agreement	(275)	0
Shares returned in lieu of tax payments	(1,086)	(1,426)
Repayments of financing liabilities	(3,240)	(2,798)
Repayments of finance lease obligations	(530)	(388)
Net cash used in financing activities	(5,461)	(43,825)
Decrease in cash and cash equivalents	(27,168)	(15,013)
Cash and cash equivalents at beginning of period	80,660	107,433
Cash and cash equivalents at end of period	$ 53,492	$ 92,420

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical)	Jun. 26, 2019
Senior Notes 6.75 \| Senior Notes
Stated rate (as percent)	6.75%

Nature of Business, Interim Financial Data and Basis of Presentation

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business, Interim Financial Data and Basis of Presentation

Nature of Business

Basis of Presentation

Use of Estimates

Comprehensive Loss

Assets Held for Sale

Proceeds from BMI Sale

Leases

Supplemental Cash Flow Information


	Six Months Ended June 30,
	2024		2023
Supplemental disclosures of cash flow information:
Interest paid	$	34,594	$	30,906
Income taxes paid	473		572
Supplemental disclosures of non-cash flow information:
Trade revenue	$	33,381	$	28,527
Trade expense	29,999		27,988
Noncash principal change in financing liabilities	488		(247)

New Accounting Pronouncements

Disposition	6 Months Ended
Disposition	Jun. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]
Disposition	Disposition WFAS Sale On February 6, 2023, the Company completed the sale of WFAS-FM, in Bronxville, NY (the "WFAS Sale") for $7.3 million in cash. The Company recorded a gain on the WFAS Sale of $7.1 million which was included in the loss (gain) on sale or disposal of assets or stations financial statement line item of the Company's Condensed Consolidated Statements of Operations for the six months ended June 30, 2023.

Revenues

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenues

Revenue Recognition

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


	Three Months Ended June 30,
	2024		2023
Broadcast radio revenue:
Spot	$	101,806	$	107,065
Network	34,306		39,698
Total broadcast radio revenue	136,112		146,763
Digital	39,397		37,538
Other	29,340		25,835
Net revenue	$	204,849	$	210,136


	Six Months Ended June 30,
	2024		2023
Broadcast radio revenue:
Spot	$	192,379	$	204,778
Network	83,468		89,995
Total broadcast radio revenue	275,847		294,773
Digital	73,844		69,627
Other	55,211		51,428
Net revenue	$	404,902	$	415,828

Broadcast Radio Revenue

Digital Revenue

Other Revenue

Trade and Barter Transactions

Capitalized Costs of Obtaining a Contract

Intangible Assets

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

The gross carrying amount and accumulated amortization of the Company’s intangible assets as of June 30, 2024 and December 31, 2023 are as follows (dollars in thousands):


	Indefinite-Lived				Definite-Lived				Total
Gross Carrying Amount	Broadcast licenses		Trademarks		Affiliate and producer relationships		Tower income contracts
Balance as of December 31, 2023	$	741,716	$	19,020	$	145,000	$	13,507		$	919,243



Dispositions	(81)		(1)		—		(2)			(84)

Balance as of June 30, 2024	$	741,635	$	19,019	$	145,000	$	13,505		$	919,159

Accumulated Amortization
Balance as of December 31, 2023	$	—	$	—	$	(73,235)	$	(8,379)		$	(81,614)
Amortization expense	—		—		(7,409)		(749)			(8,158)



Balance as of June 30, 2024	$	—	$	—	$	(80,644)	$	(9,128)		$	(89,772)
Net Book Value as of June 30, 2024	$	741,635	$	19,019	$	64,356	$	4,377		$	829,387

Long-Term Debt

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Long-Term Debt

The Company’s long-term debt consisted of the following as of June 30, 2024 and December 31, 2023 (dollars in thousands):


	June 30, 2024		December 31, 2023
Term Loan due 2026	$	1,203	$	329,510

Senior Notes due 2026	22,697		346,245
Term Loan due 2029 (1)	327,873		—



Senior Notes due 2029 (2)	322,591		—
Less: Total unamortized debt issuance costs	(2,805)		(3,331)
Long-term debt, net	$	671,559	$	672,424

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


2024	$	—
2025	—
2026	23,900
2027	—
2028	—
Thereafter (1) (2)	618,222
Total	$	642,122

2026 Credit Agreement (Term Loan due 2026)

As of June 30, 2024, we were in compliance with all required covenants under the 2026 Credit Agreement.

2029 Credit Agreement (Term Loan Due 2029)

As of June 30, 2024, we were in compliance with all required covenants under the 2029 Credit Agreement.

2020 Revolving Credit Agreement

Senior Notes due 2026

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

As of June 30, 2024, Holdings was in compliance with all required covenants under the Indenture.

Senior Notes due 2029

As of June 30, 2024, Holdings was in compliance with all required covenants under the 2029 Notes Indenture.

Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

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


	June 30, 2024		December 31, 2023
Term Loan due 2026:
Gross value	$	1,203	$	329,510
Fair value - Level 2	$	541	$	250,428
Term Loan due 2029:
Gross value	$	327,873	$	—
Fair value - Level 2	$	147,543	$	—
Senior Notes due 2026:
Gross value	$	22,697	$	346,245
Fair value - Level 2	$	13,877	$	231,119
Senior Notes due 2029:
Gross value	$	322,591	$	—
Fair value - Level 2	$	137,101	$	—

cash equivalents approximates fair value. The following table details the fair value measurements of the Company's investments as of June 30, 2024 and December 31, 2023 (dollars in thousands):


	Level 1				Level 2				Level 3
	June 30, 2024		December 31, 2023		June 30, 2024		December 31, 2023		June 30, 2024		December 31, 2023
Cash equivalents	$	—	$	49,092	$	—	$	—	$	—	$	—

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes For the three months ended June 30, 2024, the Company recorded an income tax expense of $0.8 million on pre-tax book loss of $26.9 million, resulting in an effective tax rate of approximately (2.9)%. For the three months ended June 30, 2023, the Company recorded an income tax benefit of $4.8 million on pre-tax book loss of $5.9 million, resulting in an effective tax rate of approximately 81.8%. For the six months ended June 30, 2024 the Company recorded an income tax expense of $2.3 million on pre-tax book loss of $39.6 million, resulting in an effective tax rate of approximately (5.8)%. For the six months ended June 30, 2023 the Company recorded an income tax expense of $1.0 million on pre-tax book loss of $21.5 million, resulting in an effective tax rate of approximately (4.6)%. 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, 2024 and 2023, primarily relate to the valuation allowance recognized during the year and discussed further below, state and local income taxes, and the effect of certain statutory non-deductible expenses. The Company recognizes the benefits of deferred tax assets only as its assessment indicates that it is more likely than not that the deferred tax assets will be recognized in accordance with ASC Topic 740, Income Taxes. The Company reviews the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to utilize existing deferred tax assets. As of June 30, 2024 and December 31, 2023, the Company recorded a valuation allowance against its deferred tax assets related to a portion of disallowed interest expense carryforwards and other attributes generated during the year because it is more likely than not that some of the tax benefits of these assets will not be realized in the future. The Company will continue to monitor the valuation of deferred tax assets and tax liabilities, which requires judgment in assessing the likely future tax consequences of events that are recognized in the Company's financial statements or tax returns as well as judgment in projecting future profitability.

Stockholders' Equity	6 Months Ended
Stockholders' Equity	Jun. 30, 2024
Equity [Abstract]
Stockholders' Equity	Stockholders' Equity Common Stock Pursuant to the Company’s Charter, the Company is authorized to issue an aggregate of 300,000,000 shares of stock divided into three classes consisting of: (i) 100,000,000 shares of new Class A common stock; (ii) 100,000,000 shares of new Class B common stock; and (iii) 100,000,000 shares of preferred stock. As of June 30, 2024, the Company had 22,417,427 aggregate issued shares of common stock, and 16,936,211 outstanding shares consisting of: (i) 22,105,386 issued shares and 16,624,170 outstanding shares designated as Class A common stock; and (ii) 312,041 issued and outstanding shares designated as Class B common stock. Shareholder Rights Plan On February 21, 2024, our Board adopted a rights plan and declared a dividend of (a) one Class A right (a "Class A Right") in respect of each share of the Company's Class A common stock, par value $0.0000001 per share (the "Class A Common Shares") and (b) one Class B right (a "Class B Right," and, together with the Class A Rights, the "Rights") in respect of each share of the Company's Class B common stock, par value $0.0000001 per share (the "Class B Common Shares" and together with the Class A Common Shares, the "Common Shares"). The dividend distribution was made on March 4, 2024 to the Company's stockholders of record on that date. The terms of the Rights and the rights plan are set forth in a Stockholder Rights Agreement, dated as of February 21, 2024 (the "Rights Agreement"), by and between the Company and Continental Stock Transfer & Trust Company, as rights agent (or any successor rights agent), as it may be amended from time to time. In the event that a person or group that is or becomes the beneficial owner of 15% or more of the Company's outstanding Class A Common Shares without prior approval of the Board, subject to certain exceptions (such person or group, an "Acquiring Person"), (a) each Class A Right would allow its holder to purchase from the Company one ten-thousandth of a Class A Common Share for a purchase price of $25.00 and (b) each Class B Right would allow its holder to purchase from the Company one ten-thousandth of a Class B Common Share for a purchase price of $25.00. Prior to exercise, a Right does not give its holder any dividend, voting or liquidation rights. After the date that the Rights become exercisable (the "Distribution Date"), if a person or group is or becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may exercise their (a) Class A Rights, upon payment of the applicable purchase price, to purchase Class A Common Shares (or other securities or assets as determined by the Board) with a market value of two times the applicable purchase price, and (b) Class B Rights, upon payment of the applicable purchase price, to purchase Class B Common Shares (or other securities or assets as determined by the Board) with a market value of two times the applicable purchase price. After the date that the Rights become exercisable, if a flip-in event has already occurred and the Company is acquired in a merger or similar transaction, all holders of Rights, except such Acquiring Person, may exercise their Rights, upon payment of the purchase price, to purchase shares of the acquiring corporation with a market value of two times the applicable purchase price of the Rights. In addition, after the later of the Distribution Date and the date of the Company's first public announcement that a person or group has become an Acquiring Person, the Board may exchange each Right (other than Rights that have become null and void) at an exchange ratio of (a) one Class A Common Share per Class A Right and (b) one Class B Common Share per Class B Right. The Board may redeem all (but not less than all) of the Rights for a redemption price of $0.001 per Right at any time before the date of the Company's first public announcement or disclosure that a person or group has become an Acquiring Person. The Board may adjust the purchase price of Common Shares, the number of Common Shares issuable and the number of outstanding Rights to prevent dilution that may occur as a result of certain events, including among others, a stock dividend, a stock split or a reclassification of the Company’s Common Shares. No adjustments to the purchase price of less than 1% will be made. Before the time Rights cease to be redeemable, the Board may amend or supplement the Rights Agreement without the consent of the holders of the Rights, except that no amendment may decrease the Redemption Price below $0.001 per Right. At any time thereafter, the Board may amend or supplement the Rights Agreement to cure an ambiguity, to alter time period provisions, to correct inconsistent provisions or to make any additional changes to the Rights Agreement, to the extent that those changes do not impair or adversely affect any Rights holder and do not result in the Rights again becoming redeemable. The limitations on the Board’s ability to amend the Rights Agreement do not affect the Board’s power or ability to take any other action that is consistent with its fiduciary duties and the terms of the Rights Agreement, including without limitation, accelerating or extending the Expiration Date of the Rights, making any amendment to the Rights Agreement that is permitted by the Rights Agreement or adopting a new Rights Agreement with such terms as the Board determines in its sole discretion to be appropriate. Unless earlier redeemed or exchanged, the Rights will expire on February 20, 2025. Share Repurchase Program On May 4, 2022, the Board of Directors authorized a share repurchase program (the "Prior Share Repurchase Authorization") for up to $50.0 million of outstanding Class A common stock. The Prior Share Repurchase Authorization expired on November 3, 2023. On October 27, 2023, the Company announced that the Board of Directors authorized a new share repurchase program (the "Current Share Repurchase Authorization") for up to $25.0 million of outstanding Class A common stock. The Current Share Repurchase Authorization superseded and replaced our Prior Share Repurchase Authorization, and expires on May 15, 2025. Purchases made pursuant to the program may be made from time to time, at the Company’s discretion, in the open market, through privately negotiated transactions or through other manners as permitted by federal securities laws including, but not limited to, 10b5-1 trading plans, accelerated stock repurchase programs and tender offers. The extent that the Company repurchases its shares, the number of shares and the timing of any repurchases will depend on general economic and market conditions, regulatory and legal requirements, alternative investment opportunities and other considerations. The repurchase program does not require the Company to repurchase a minimum number of shares, and it may be modified, suspended or terminated at any time without prior notice. We are currently subject to significant restrictions under the terms of our debt agreements with respect to payment to repurchase shares of our common stock. See "Note 5 — Long-Term Debt" for further discussion of the restrictions in our debt agreements. During the six months ended June 30, 2024, the Company did not repurchase any shares of its outstanding Class A Common stock in the open market. During the six months ended June 30, 2023, the Company repurchased 323,285 shares of its outstanding Class A common stock in the open market at an average purchase price of $4.65 per share for an aggregate cost of approximately $1.5 million, excluding fees and expenses. Shares repurchased were accounted for as treasury stock, and the total cost of shares repurchased was recorded as a reduction of stockholder's equity in the unaudited condensed consolidated balance sheet. The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. Excise tax is owed on the fair market value of stock repurchases reduced by the fair market value of stock issued and a $1,000,000 de minimis exception. Excise tax owed on shares repurchased during the six months ended June 30, 2023, was not material. As of June 30, 2024, $25.0 million of the Company's outstanding Class A common stock remained available for repurchase under the share repurchase program.

Loss Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Loss Per Share

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


	Three Months Ended June 30,
	2024		2023
Basic Loss Per Share
Numerator:
Undistributed net loss from operations	$	(27,699)	$	(1,068)



Basic net loss attributable to common shares	$	(27,699)	$	(1,068)
Denominator:
Basic weighted average shares outstanding	16,887		17,843
Basic undistributed net loss per share attributable to common shares	$	(1.64)	$	(0.06)

Diluted Loss Per Share
Numerator:
Undistributed net loss from operations	$	(27,699)	$	(1,068)



Diluted net loss attributable to common shares	$	(27,699)	$	(1,068)
Denominator:
Basic weighted average shares outstanding	16,887		17,843

Effect of dilutive options and restricted share units	—		—
Diluted weighted average shares outstanding	16,887		17,843
Diluted undistributed net loss per share attributable to common shares	$	(1.64)	$	(0.06)


	Six Months Ended June 30,
	2024		2023
Basic Loss Per Share
Numerator:
Undistributed net loss from operations	$	(41,853)	$	(22,535)



Basic net loss attributable to common shares	$	(41,853)	$	(22,535)
Denominator:
Basic weighted average shares outstanding	16,786		18,063
Basic undistributed net loss per share attributable to common shares	$	(2.49)	$	(1.25)

Diluted Loss Per Share
Numerator:
Undistributed net loss from operations	$	(41,853)	$	(22,535)



Diluted net loss attributable to common shares	$	(41,853)	$	(22,535)
Denominator:
Basic weighted average shares outstanding	16,786		18,063

Effect of dilutive options and restricted share units	—		—
Diluted weighted average shares outstanding	16,786		18,063
Diluted undistributed net loss per share attributable to common shares	$	(2.49)	$	(1.25)

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal Proceedings We have been, and expect in the future to be, a party to various legal proceedings, arbitrations, investigations or claims. In accordance with applicable accounting guidance, we record accruals for certain of our outstanding legal proceedings when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. We evaluate, at least on a quarterly basis, developments in our legal proceedings or other claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. When a loss contingency is not both probable and reasonably estimable, we do not record a loss accrual. If the loss (or an additional loss in excess of any prior accrual) is reasonably possible and material, we disclose an estimate of the possible loss or range of loss, if such estimate can be made. The assessment of whether a loss is probable or reasonably possible and whether the loss or a range of loss is estimable, involves a series of judgments about future events, which are often complex. Even if a loss is reasonably possible, we may not be able to estimate a range of possible loss, particularly where (i) the damages sought are substantial or indeterminate, (ii) the proceedings are in the early stages, (iii) the matters involve novel or unsettled legal theories or a large number of parties, or (iv) various factors outside of our control could lead to vastly different outcomes. In such cases, there is considerable uncertainty regarding the ultimate resolution of such matters, including the amount of any possible loss. Alien Ownership Restrictions and FCC Petition for Declaratory Ruling The Communications Act of 1934 and Federal Communications Commission ("FCC") regulation prohibit foreign entities and individuals from having direct or indirect ownership or voting rights of more than 25% in a corporation controlling the licensee of a radio broadcast station unless the FCC finds greater foreign ownership to be in the public interest. The Company previously filed a petition for declaratory relief (the "PDR") requesting the FCC to permit the Company to be up to 100% foreign-owned. As previously disclosed, on May 29, 2020, the Media Bureau of the FCC issued a Declaratory Ruling (the "Declaratory Ruling") granting the relief requested in the PDR. The Declaratory Ruling permits up to 100% of the Company’s equity and voting stock to be owned by non-U.S. persons, subject to the condition that the Company obtain specific FCC approval for any non-U.S. individual, entity or group to hold, directly or indirectly, more than 5% (or in the case of certain institutional investors 10%) of the Company’s equity or voting stock, or a controlling interest in the Company. On February 23, 2024, the Company filed a remedial petition for declaratory ruling (the "Remedial PDR") with the FCC. The Remedial PDR relates to the acquisition by Renew Private Group Ltd. (together with its affiliates, the "Group") of the Company’s outstanding Class A shares. Specifically, on January 24, 2024, the Group filed a Schedule 13D with the SEC, in which the Group disclosed beneficial ownership of 1,621,426 shares of the Company’s Class A shares, representing 10.01% of the Company’s outstanding Class A shares. This ownership interest is inconsistent with the FCC’s foreign ownership rules and the Declaratory Ruling issued by the FCC relating to the Company’s foreign ownership on May 29, 2020, both of which limit a foreign investor in the Group’s position to holding no more than 5% of the Company’s voting equity or total equity without prior FCC approval. The Remedial PDR, which was filed pursuant to the rules and regulations of the FCC, seeks (a) specific approval for the more than 5% equity and voting interests in the Company presently held by the Group and (b) advance approval for the Group to increase their equity and voting interest in the Company up to any non-controlling amount not to exceed 14.99%. The Remedial PDR remains pending before the FCC.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (27,699)	$ (14,154)	$ (1,068)	$ (21,467)	$ (41,853)	$ (22,535)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Nature of Business, Interim Financial Data and Basis of Presentation (Policies)	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has one reportable segment. 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, 2023, was derived from the Company’s audited financial statements as of December 31, 2023, and our accompanying unaudited Condensed Consolidated Financial Statements as of June 30, 2024, and for the periods ended June 30, 2024 and 2023, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. The financial condition and results for the interim periods are not necessarily indicative of those that may be expected for any future interim period or for the full year. The unaudited Condensed Consolidated Financial Statements herein should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including significant estimates related to bad debts, intangible assets, income taxes, stock-based compensation, contingencies, litigation, valuation assumptions for impairment analysis, certain expense accruals, leases and, if applicable, purchase price allocations. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, and which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts and results may differ materially from these estimates.
Comprehensive Loss	Comprehensive Loss Comprehensive loss includes net loss and certain items that are excluded from net loss and recorded as a separate component of stockholders' equity. During the six months ended June 30, 2024 and 2023, the Company had no items of other comprehensive loss and, therefore, comprehensive loss does not differ from reported net loss.
Assets held for sale	Assets Held for Sale Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets.
Leases	Leases The Company has entered into various lease agreements both as the lessor and lessee. We determine if an arrangement is or contains a lease at contract inception and determine its classification as an operating or finance lease at lease commencement. Leases have been classified as either operating or finance leases in accordance with ASU 2016-02, Leases (Topic 842) and its related amendments (collectively, known as "ASC 842") and primarily consist of leases for land, tower space, office space, certain office equipment and vehicles. A right-of-use asset and lease liability have been recorded on the balance sheet for all leases except those with an original lease term of twelve months or less. The Company also has sublease arrangements that provide a nominal amount of income.
New accounting pronouncements	New Accounting Pronouncements ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). In November 2023, the FASB issued ASU 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the potential effect that the updated standard will have on our financial statement disclosures. ASU 2023-09 - Improvements to Income Tax Disclosures ("ASU 2023-09"). In December 2023, the FASB issued ASU 2023-09, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, may be applied prospectively or retrospectively, and allows for early adoption. The Company is currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

Nature of Business, Interim Financial Data and Basis of Presentation (Tables)

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Condensed Cash Flow Statement


	Six Months Ended June 30,
	2024		2023
Supplemental disclosures of cash flow information:
Interest paid	$	34,594	$	30,906
Income taxes paid	473		572
Supplemental disclosures of non-cash flow information:
Trade revenue	$	33,381	$	28,527
Trade expense	29,999		27,988
Noncash principal change in financing liabilities	488		(247)

Revenues (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated by Revenue Source

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


	Three Months Ended June 30,
	2024		2023
Broadcast radio revenue:
Spot	$	101,806	$	107,065
Network	34,306		39,698
Total broadcast radio revenue	136,112		146,763
Digital	39,397		37,538
Other	29,340		25,835
Net revenue	$	204,849	$	210,136


	Six Months Ended June 30,
	2024		2023
Broadcast radio revenue:
Spot	$	192,379	$	204,778
Network	83,468		89,995
Total broadcast radio revenue	275,847		294,773
Digital	73,844		69,627
Other	55,211		51,428
Net revenue	$	404,902	$	415,828

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Indefinite-Lived Intangible Assets

The gross carrying amount and accumulated amortization of the Company’s intangible assets as of June 30, 2024 and December 31, 2023 are as follows (dollars in thousands):


	Indefinite-Lived				Definite-Lived				Total
Gross Carrying Amount	Broadcast licenses		Trademarks		Affiliate and producer relationships		Tower income contracts
Balance as of December 31, 2023	$	741,716	$	19,020	$	145,000	$	13,507		$	919,243



Dispositions	(81)		(1)		—		(2)			(84)

Balance as of June 30, 2024	$	741,635	$	19,019	$	145,000	$	13,505		$	919,159

Accumulated Amortization
Balance as of December 31, 2023	$	—	$	—	$	(73,235)	$	(8,379)		$	(81,614)
Amortization expense	—		—		(7,409)		(749)			(8,158)



Balance as of June 30, 2024	$	—	$	—	$	(80,644)	$	(9,128)		$	(89,772)
Net Book Value as of June 30, 2024	$	741,635	$	19,019	$	64,356	$	4,377		$	829,387

Schedule of Finite-Lived Intangible Assets

The gross carrying amount and accumulated amortization of the Company’s intangible assets as of June 30, 2024 and December 31, 2023 are as follows (dollars in thousands):


	Indefinite-Lived				Definite-Lived				Total
Gross Carrying Amount	Broadcast licenses		Trademarks		Affiliate and producer relationships		Tower income contracts
Balance as of December 31, 2023	$	741,716	$	19,020	$	145,000	$	13,507		$	919,243



Dispositions	(81)		(1)		—		(2)			(84)

Balance as of June 30, 2024	$	741,635	$	19,019	$	145,000	$	13,505		$	919,159

Accumulated Amortization
Balance as of December 31, 2023	$	—	$	—	$	(73,235)	$	(8,379)		$	(81,614)
Amortization expense	—		—		(7,409)		(749)			(8,158)



Balance as of June 30, 2024	$	—	$	—	$	(80,644)	$	(9,128)		$	(89,772)
Net Book Value as of June 30, 2024	$	741,635	$	19,019	$	64,356	$	4,377		$	829,387

Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

The Company’s long-term debt consisted of the following as of June 30, 2024 and December 31, 2023 (dollars in thousands):


	June 30, 2024		December 31, 2023
Term Loan due 2026	$	1,203	$	329,510

Senior Notes due 2026	22,697		346,245
Term Loan due 2029 (1)	327,873		—



Senior Notes due 2029 (2)	322,591		—
Less: Total unamortized debt issuance costs	(2,805)		(3,331)
Long-term debt, net	$	671,559	$	672,424

Schedule of Maturities of Long-Term Debt

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


2024	$	—
2025	—
2026	23,900
2027	—
2028	—
Thereafter (1) (2)	618,222
Total	$	642,122

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Gross Amounts and Fair Value

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


	June 30, 2024		December 31, 2023
Term Loan due 2026:
Gross value	$	1,203	$	329,510
Fair value - Level 2	$	541	$	250,428
Term Loan due 2029:
Gross value	$	327,873	$	—
Fair value - Level 2	$	147,543	$	—
Senior Notes due 2026:
Gross value	$	22,697	$	346,245
Fair value - Level 2	$	13,877	$	231,119
Senior Notes due 2029:
Gross value	$	322,591	$	—
Fair value - Level 2	$	137,101	$	—

Schedule of Fair Value Measurements of the Company's Investments

The following table details the fair value measurements of the Company's investments as of June 30, 2024 and December 31, 2023 (dollars in thousands):


	Level 1				Level 2				Level 3
	June 30, 2024		December 31, 2023		June 30, 2024		December 31, 2023		June 30, 2024		December 31, 2023
Cash equivalents	$	—	$	49,092	$	—	$	—	$	—	$	—

Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Loss per Common Share

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


	Three Months Ended June 30,
	2024		2023
Basic Loss Per Share
Numerator:
Undistributed net loss from operations	$	(27,699)	$	(1,068)



Basic net loss attributable to common shares	$	(27,699)	$	(1,068)
Denominator:
Basic weighted average shares outstanding	16,887		17,843
Basic undistributed net loss per share attributable to common shares	$	(1.64)	$	(0.06)

Diluted Loss Per Share
Numerator:
Undistributed net loss from operations	$	(27,699)	$	(1,068)



Diluted net loss attributable to common shares	$	(27,699)	$	(1,068)
Denominator:
Basic weighted average shares outstanding	16,887		17,843

Effect of dilutive options and restricted share units	—		—
Diluted weighted average shares outstanding	16,887		17,843
Diluted undistributed net loss per share attributable to common shares	$	(1.64)	$	(0.06)


	Six Months Ended June 30,
	2024		2023
Basic Loss Per Share
Numerator:
Undistributed net loss from operations	$	(41,853)	$	(22,535)



Basic net loss attributable to common shares	$	(41,853)	$	(22,535)
Denominator:
Basic weighted average shares outstanding	16,786		18,063
Basic undistributed net loss per share attributable to common shares	$	(2.49)	$	(1.25)

Diluted Loss Per Share
Numerator:
Undistributed net loss from operations	$	(41,853)	$	(22,535)



Diluted net loss attributable to common shares	$	(41,853)	$	(22,535)
Denominator:
Basic weighted average shares outstanding	16,786		18,063

Effect of dilutive options and restricted share units	—		—
Diluted weighted average shares outstanding	16,786		18,063
Diluted undistributed net loss per share attributable to common shares	$	(2.49)	$	(1.25)

Nature of Business, Interim Financial Data and Basis of Presentation - Narrative (Details) $ in Thousands	1 Months Ended	3 Months Ended	6 Months Ended
	Feb. 29, 2024 USD ($)	Jun. 30, 2024 USD ($) market station	Jun. 30, 2024 USD ($) market segment station	Jun. 30, 2023 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of owned-and-operated stations \| station			401
Number of markets \| market		85	85
Number of affiliate stations \| station		9,800	9,800
Number of reportable segments \| segment			1
Proceeds from sale of BMI			$ 14,846	$ 0
Debt instrument, face amount		$ 651,300	651,300
Debt instrument amount exchanged		618,200	$ 618,200
Interest expense debt		$ 33,100
New Mountain Capital, LLC \| Discontinued Operations, Disposed of by Sale \| Broadcast Music, Inc.
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from sale of BMI	$ 14,800

Nature of Business, Interim Financial Data and Basis of Presentation - Schedule of Condensed Cash Flow Statement (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Supplemental disclosures of cash flow information:
Interest paid	$ 34,594	$ 30,906
Income taxes paid	473	572
Supplemental disclosures of non-cash flow information:
Trade revenue	33,381	28,527
Trade expense	29,999	27,988
Noncash principal change in financing liabilities	$ 488	$ (247)

Disposition (Details) - Discontinued Operations, Disposed of by Sale - WFAS Sale $ in Millions	Feb. 06, 2023 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash received for sale	$ 7.3
Gain on sale of assets	$ 7.1

Revenues -Schedule of Disaggregated by Revenue Source (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Net revenue	$ 204,849	$ 210,136	$ 404,902	$ 415,828
Total broadcast radio revenue
Disaggregation of Revenue [Line Items]
Net revenue	136,112	146,763	275,847	294,773
Spot
Disaggregation of Revenue [Line Items]
Net revenue	101,806	107,065	192,379	204,778
Network
Disaggregation of Revenue [Line Items]
Net revenue	34,306	39,698	83,468	89,995
Digital
Disaggregation of Revenue [Line Items]
Net revenue	39,397	37,538	73,844	69,627
Other
Disaggregation of Revenue [Line Items]
Net revenue	$ 29,340	$ 25,835	$ 55,211	$ 51,428

Revenues - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Revenues - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Revenues	$ 204,849	$ 210,136	$ 404,902	$ 415,828
Asset related to unamortized portion of commission expense	6,300		6,300		$ 6,500
Trade and Barter Transactions
Disaggregation of Revenue [Line Items]
Revenues	18,000	14,500	33,400	28,500
Other expenses	$ 15,300	$ 14,300	$ 30,000	$ 28,000

Intangible Assets - Gross Carrying Amount and Accumulated Amortization (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward]
Accumulated Amortization, beginning balance	$ (81,614)
Amortization expense	(8,158)
Accumulated amortization, ending balance	(89,772)
Intangible Assets Activity [Roll Forward]
Beginning balance	919,243
Dispositions	(84)
Ending balance	919,159
Net Book Value	829,387
Broadcast licenses
Indefinite-lived Intangible Assets [Roll Forward]
Beginning balance	741,716
Dispositions	(81)
Ending balance	741,635
Net Book Value	741,635
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward]
Indefinite-lived Intangible Assets (Excluding Goodwill)	741,635
Trademarks
Indefinite-lived Intangible Assets [Roll Forward]
Beginning balance	19,020
Dispositions	(1)
Ending balance	19,019
Net Book Value	19,019
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward]
Indefinite-lived Intangible Assets (Excluding Goodwill)	19,019
Affiliate and producer relationships
Finite-lived Intangible Assets [Roll Forward]
Beginning balance	145,000
Dispositions	0
Ending balance	145,000
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward]
Accumulated Amortization, beginning balance	(73,235)
Amortization expense	(7,409)
Accumulated amortization, ending balance	(80,644)
Net Book Value	64,356
Tower income contracts
Finite-lived Intangible Assets [Roll Forward]
Beginning balance	13,507
Dispositions	(2)
Ending balance	13,505
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward]
Accumulated Amortization, beginning balance	(8,379)
Amortization expense	(749)
Accumulated amortization, ending balance	(9,128)
Net Book Value	$ 4,377

Long-Term Debt -Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Less: Total unamortized debt issuance costs	$ (2,805)	$ (3,331)
Long-term debt, net	671,559	672,424
Term Loan due 2026 \| Secured Debt
Debt Instrument [Line Items]
Long-term debt, gross	1,203	329,510
Senior Notes due 2026 \| Senior Notes
Debt Instrument [Line Items]
Long-term debt, gross	22,697	346,245
Term Loan Due 2029 \| Secured Debt
Debt Instrument [Line Items]
Long-term debt, gross	327,873	0
Senior Notes due 2029 \| Senior Notes
Debt Instrument [Line Items]
Long-term debt, gross	$ 322,591	$ 0

Long-Term Debt - Schedule of Future Maturities of Long-Term Debt (Details) - USD ($)	Jun. 30, 2024	May 02, 2024	Jun. 26, 2019
Debt Disclosure [Abstract]
2024	$ 0
2025	0
2026	23,900,000
2027	0
2028	0
Thereafter	618,222,000
Total	642,122,000
Debt Instrument [Line Items]
Debt instrument, face amount	651,300,000
Term Loan due 2026
Debt Instrument [Line Items]
Debt instrument, face amount		$ 1,200,000
Term Loan due 2026 \| Cumulus Media New Holdings Inc.
Debt Instrument [Line Items]
Debt instrument, face amount		328,300,000
Term Loan Due 2029
Debt Instrument [Line Items]
Debt instrument, face amount		311,800,000
Term Loan Due 2029 \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, unamortized discount	16,000,000.0
Term Loan Due 2029 \| Cumulus Media New Holdings Inc.
Debt Instrument [Line Items]
Debt instrument, face amount		311,800,000
Debt instrument, unamortized discount		16,500,000
Senior Notes 6.75 \| Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount		23,200,000	$ 500,000,000
Senior Notes 6.75 \| Cumulus Media New Holdings Inc. \| Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount		323,000,000.0
Senior Notes 8.00 \| Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount		306,400,000
Debt instrument, unamortized discount	$ 16,200,000
Senior Notes 8.00 \| Cumulus Media New Holdings Inc. \| Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount		306,400,000
Debt instrument, unamortized discount		$ 16,600,000

Long-Term Debt - Refinanced Credit Agreement (Term Loan due 2026) (Details) - USD ($) $ in Thousands			3 Months Ended		6 Months Ended
	Jun. 09, 2023	Sep. 26, 2019	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 26, 2019
Debt Instrument [Line Items]
Gain on early extinguishment of debt			$ 170	$ 8,389	$ 170	$ 9,006
Term Loan due 2026 \| Secured Debt
Debt Instrument [Line Items]
Long-term line of credit		$ 525,000
Basis spread on variable rate (as percent)		1.00%
Stated rate (as percent)			9.35%		9.35%
Amortization of outstanding loan principal amount, quarterly installment (as percent)		0.25%
Repayments of debt						3,800
Gain on early extinguishment of debt					$ 200
Term Loan due 2026 \| Secured Debt \| London Interbank Offered Rate (LIBOR) 1
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)		3.75%
Term Loan due 2026 \| Secured Debt \| London Interbank Offered Rate (LIBOR) 1 \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)		1.00%
Term Loan due 2026 \| Secured Debt \| Alternative Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)		2.75%
Term Loan due 2026 \| Secured Debt \| Alternative Base Rate \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)		2.00%
Term Loan due 2026 \| Secured Debt \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)	3.75%
Term Loan due 2026 \| Secured Debt \| Secured Overnight Financing Rate (SOFR) \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)	1.00%
Term Loan due 2026 \| Secured Debt \| Federal Funds Rate
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)		0.50%
Senior Notes 6.75 \| Senior Notes
Debt Instrument [Line Items]
Stated rate (as percent)							6.75%
Repayments of debt					500	34,700
Gain on early extinguishment of debt					$ 200	$ 8,800

Long-Term Debt - New Credit Agreement (Term Loan Due 2029) (Details) - USD ($) $ in Millions	May 02, 2024	Jun. 30, 2024
Debt Instrument [Line Items]
Debt instrument, face amount		$ 651.3
Term Loan due 2026
Debt Instrument [Line Items]
Debt instrument, face amount	$ 1.2
Term Loan due 2026 \| Cumulus Media New Holdings Inc.
Debt Instrument [Line Items]
Debt instrument, face amount	$ 328.3
New Credit Agreement \| Secured Overnight Financing Rate (SOFR) Floor
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)	1.00%
New Credit Agreement \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)	5.00%
New Credit Agreement \| Alternative Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)	4.00%
Term Loan Due 2029
Debt Instrument [Line Items]
Debt instrument, face amount	$ 311.8
Stated rate (as percent)		10.33%
Term Loan Due 2029 \| Cumulus Media New Holdings Inc.
Debt Instrument [Line Items]
Debt instrument, face amount	$ 311.8

Long-Term Debt - 2020 Revolving Credit Agreement (Details) - USD ($)	May 02, 2024	Mar. 06, 2020	Jun. 30, 2024
Maximum \| ABL Facility
Debt Instrument [Line Items]
Debt covenant, outstanding amount to trigger conditional maturity date	$ 50,000,000
Minimum \| ABL Facility
Debt Instrument [Line Items]
Debt covenant, outstanding amount to trigger conditional maturity date	35,000,000
Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 125,000,000	$ 100,000,000.0
Borrowing base (as percent)		85.00%
Unused capacity, commitment fee rate (as percent)		0.25%
Letters of credit outstanding			$ 4,400,000
Revolving Credit Facility \| ABL Facility
Debt Instrument [Line Items]
Maximum extension, period prior to stated maturity date (in days)	90 days
Revolving Credit Facility \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)		0.10%
Revolving Credit Facility \| Alternative Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)		1.00%
Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 10,000,000.0
Swing Line Loans
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 10,000,000.0

Long-Term Debt - 2026 Senior Notes (Details) - USD ($)	3 Months Ended		6 Months Ended
Long-Term Debt - 2026 Senior Notes (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	May 02, 2024	Jun. 26, 2019
Debt Instrument [Line Items]
Debt instrument, face amount	$ 651,300,000		$ 651,300,000
Gain on early extinguishment of debt	$ 170,000	$ 8,389,000	170,000	$ 9,006,000
Senior Notes 6.75 \| Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount					$ 23,200,000	$ 500,000,000
Stated rate (as percent)						6.75%
Debt issuance costs						$ 7,300,000
Debt instrument ownership interest percentage						66.67%
Repayments of debt			500,000	34,700,000
Gain on early extinguishment of debt			$ 200,000	8,800,000
Write off of deferred debt issuance cost				$ 300,000

Long-Term Debt - 2029 Senior Notes (Details) - USD ($)	May 02, 2024	Jun. 30, 2024	Jun. 26, 2019
Debt Instrument [Line Items]
Debt instrument, face amount		$ 651,300,000
Senior Notes 6.75 \| Senior Notes
Debt Instrument [Line Items]
Stated rate (as percent)			6.75%
Debt instrument, face amount	$ 23,200,000		$ 500,000,000
Senior Notes 6.75 \| Senior Notes \| Cumulus Media New Holdings Inc.
Debt Instrument [Line Items]
Debt instrument, face amount	323,000,000.0
Senior Notes 8.00 \| Senior Notes
Debt Instrument [Line Items]
Stated rate (as percent)			8.00%
Debt instrument, face amount	$ 306,400,000
Redemption price	100.00%
Senior Notes 8.00 \| Senior Notes \| Cumulus Media New Holdings Inc.
Debt Instrument [Line Items]
Debt instrument, face amount	$ 306,400,000

Fair Value Measurements -Schedule of Gross Amounts and Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 26, 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 642,122
Senior Notes 6.75 \| Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated rate (as percent)			6.75%
Term Loan due 2026
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	1,203	$ 329,510
Term Loan due 2026 \| Fair value - Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument, fair value	541	250,428
Term Loan Due 2029
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	327,873	0
Term Loan Due 2029 \| Fair value - Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument, fair value	147,543	0
Senior Notes 2026
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	22,697	346,245
Senior Notes 2026 \| Fair value - Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument, fair value	13,877	231,119
Senior Notes 2029
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	322,591	0
Senior Notes 2029 \| Fair value - Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument, fair value	$ 137,101	$ 0

Fair Value Measurements -Schedule of Fair Value Measurements of the Company's Investments (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 0	$ 49,092
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 0	$ 0

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 779	$ (4,818)	$ 2,278	$ 986
Income (loss) before income taxes	$ (26,920)	$ (5,886)	$ (39,575)	$ (21,549)
Effective tax rate (as percent)	(2.90%)	(81.80%)	(5.80%)	(4.60%)
Federal statutory rate (as percent)	21.00%	21.00%

Stockholders' Equity - Narrative (Details)		3 Months Ended		6 Months Ended
Stockholders' Equity - Narrative (Details)	Feb. 21, 2024 right $ / shares	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) class $ / shares shares	Dec. 31, 2023 $ / shares shares	Oct. 27, 2023 USD ($)	May 04, 2022 USD ($)
Class of Stock [Line Items]
Stock shares authorized (in shares)					300,000,000
Number of classes of stock \| class					3
Preferred stock, shares authorized (in shares)					100,000,000
Common stock, shares issued (in shares)					22,417,427
Common stock, shares outstanding (in shares)					16,936,211
Percentage of rights plan, beneficial ownership	15.00%
Percentage adjusted in purchase price (less than)	1.00%
Redemption price per share (in USD per share) \| $ / shares	$ 0.001
Treasury stock, value, acquired \| $		$ 6,277,000	$ 1,511,000
Class A Common Stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)					100,000,000	100,000,000
Common stock, shares issued (in shares)					22,105,386	21,456,675
Common stock, shares outstanding (in shares)					16,624,170	16,237,939
Number of rights, dividends declared \| right	1
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0000001				$ 0.0000001	$ 0.0000001
Conversion ratio	0.0001
Share repurchase authorized amount \| $							$ 25,000,000	$ 50,000,000
Share price (in dollars per share) \| $ / shares	$ 25.00
Remaining authorized repurchase amount \| $					$ 25,000,000
Class A Common Stock \| Open Market Repurchases
Class of Stock [Line Items]
Shares acquired (in shares)				323,285
Average cost (in dollars per share) \| $ / shares				$ 4.65
Treasury stock, value, acquired \| $				$ 1,500,000
Class B Common Stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)					100,000,000	100,000,000
Common stock, shares issued (in shares)					312,041	312,041
Common stock, shares outstanding (in shares)					312,041	312,041
Number of rights, dividends declared \| right	1
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0000001				$ 0.0000001	$ 0.0000001
Conversion ratio	0.0001
Share price (in dollars per share) \| $ / shares	$ 25.00

Loss Per Share - Schedule of Computation of Basic and Diluted Loss per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Undistributed net loss from operations	$ (27,699)	$ (1,068)	$ (41,853)	$ (22,535)
Basic net loss attributable to common shares	$ (27,699)	$ (1,068)	$ (41,853)	$ (22,535)
Denominator:
Basic weighted average shares outstanding (in shares)	16,886,774	17,842,745	16,786,094	18,063,232
Basic undistributed net loss per share attributable to common shares (in dollars per share)	$ (1.64)	$ (0.06)	$ (2.49)	$ (1.25)
Numerator:
Undistributed net loss from operations	$ (27,699)	$ (1,068)	$ (41,853)	$ (22,535)
Diluted net loss attributable to common shares	$ (27,699)	$ (1,068)	$ (41,853)	$ (22,535)
Denominator:
Basic weighted average shares outstanding (in shares)	16,886,774	17,842,745	16,786,094	18,063,232
Effect of dilutive options and restricted share units (in shares)	0	0	0	0
Diluted weighted average shares outstanding (in shares)	16,886,774	17,842,745	16,786,094	18,063,232
Diluted undistributed net loss per share attributable to common shares (in dollars per share)	$ (1.64)	$ (0.06)	$ (2.49)	$ (1.25)

Commitments and Contingencies - Narrative (Details) - shares			6 Months Ended
	Jan. 24, 2024	May 29, 2020	Jun. 30, 2024
Other Commitments [Line Items]
Percentage request foreign-owned		100.00%	100.00%
Renew Private Group Ltd. \| Minimum
Other Commitments [Line Items]
Percentage of equity or voting stock	5.00%
Renew Private Group Ltd. \| Maximum
Other Commitments [Line Items]
Percentage of equity or voting stock	14.99%
Class A Common Stock \| Renew Private Group Ltd.
Other Commitments [Line Items]
Common stock with beneficial ownership (in shares)	1,621,426
Percentage of stock outstanding	10.01%
Non-U.S. Individual, Entity, or Group
Other Commitments [Line Items]
Percentage of equity or voting stock		5.00%
Certain Institutional Investors
Other Commitments [Line Items]
Percentage of equity or voting stock		10.00%

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