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

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

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

Reiterating 2022 EBITDA Guidance Range of $175-200 Million

Announcing $50 Million Share Repurchase Program

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

ATLANTA, GA — May 4, 2022: Cumulus Media Inc. (NASDAQ: CMLS) (the “Company,” “Cumulus,” “we,” “us,” or “our”) today sent the following letter to shareholders highlighting the Company’s recent strong performance, announcing a new program to return a significant amount of capital to shareholders, and communicating the Board of Directors’ (the “Board”) response to the receipt of an unsolicited, non- binding, highly conditional indication of interest:

May 4, 2022

Dear Fellow Shareholder,

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

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

First Quarter Results

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

Key highlights include:

  • Substantial Overall Revenue Growth: Our Q1 2022 revenue increased 15% over Q1 2021, the fifth quarter in a row of sequential progress versus comparable 2019 quarters and following 15% annual revenue growth in 2021 vs 2020 (ex-political).
  • Healthy Growth in Digital Revenue: We delivered digital growth of 18% in Q1 2022 versus Q1 2021, with all digital segments contributing year-over-year gains. Building on strong 2021 results, digital now represents 14% of our total revenue, up from 7% in 2019.
  • Significant Increase in Operating Leverage from Fixed Cost Reductions: We achieved permanent fixed cost reductions of >$75 million by the end of 2021 vs. the 2019 baseline, which translated into $22 million lower expense vs. that baseline in the first quarter alone and will provide a continuing benefit to operating leverage.
  • Strong EBITDA Growth: The combination of excellent revenue and cost performance resulted in a Q1 2022 EBITDA increase of 250% to $31.2 million from $8.9 million in Q1 2021, with a year-over-year EBITDA margin improvement of approximately 900 basis points.
  • Robust Momentum Driving a Positive Full Year Outlook: Our Q1 2022 EBITDA of $31.2 million reflects our positive upward trajectory and increases our trailing twelve-month EBITDA to $157 million, up from $135 million in 2021 and $82 million in 2020. Additionally, complementing the ongoing recovery of spot radio, we continue to expand all of our digital businesses through such efforts as securing the inclusion of digital streaming rights for the first time in our 35+ year relationship with the NFL, adding new local and national properties to our already strong podcast platform, and broadening our offering of digital marketing services and products. Collectively, these digital businesses have, and we believe will continue to, drive profitable growth at scale. With this strong result and momentum, we are reconfirming our 2022 annual EBITDA guidance of $175-200 million.
  • Meaningful and Continuing Reduction in Leverage: We ended Q1 with net leverage of 3.9x, down from 4.7x at year end 2021. This net leverage, which reflects a net debt reduction of more than $650 million (>50% of the balance) since June 2018, is not only the lowest net leverage the Company has had in more than a decade but also the best among our peers. We remain on track to reduce net leverage to below our 3.5x target by the end of the year. The Company is well-positioned to deliver meaningful additional upside value to our shareholders, and we note that our confidence in the Company’s growth prospects is also evident among equity research analysts who collectively maintain an average price target of $26.50/share.

Return of Capital Program

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

Unsolicited, Non-Binding, Highly Conditional Indication of Interest

The Company recently received an indication of interest in acquiring the Company for $15.00 to $17.00 per share. After a careful and thorough review, conducted in consultation with our financial and legal advisors, the Board unanimously concluded that the indication of interest significantly undervalues the Company and is not in the best interests of its shareholders. The Company’s Board is open to all paths that continue to drive superior shareholder value. Our strong momentum across business lines, multiple digital revenue growth drivers, operational efficiency and superior cash flow provide the Company with substantial untapped upside that it expects to continue to realize on behalf of its shareholders. Given these facts and circumstances, the Board unanimously believes execution of the Company’s strategy will deliver significantly more value to shareholders than this indication of interest.

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

Best Regards,

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