General Overview



The following discussion of our financial condition and results of operations
should be read in conjunction with the other information contained in this Form
10-K, including our consolidated financial statements and notes thereto
beginning on page F-2 in this Form 10-K, as well as the information set forth in
Item 1A, "Risk Factors." This discussion, as well as various other sections of
this Annual Report, contains and refers 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. 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" within Item 1A, "Risk Factors."

For additional information about certain of the matters discussed and described
in the following Management's Discussion and Analysis of Financial Condition and
Results of Operations, including certain defined terms used herein, see the
notes to the accompanying audited consolidated financial statements included
elsewhere in this Form 10-K.

Our Business and Operating Overview

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

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

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

We generate revenue across the following three major revenue streams:



Broadcast radio revenue. Most of our revenue is generated through the sale of
terrestrial, broadcast radio advertising time to local, regional, and national
clients. Local spot and regional spot advertising is sold by Cumulus-employed
sales personnel. National spot advertising for our owned and operated stations
is marketed and sold by both our internal national sales team and Katz Media
Group, Inc., in an outsourced arrangement.
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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 in order to reach a broader
national audience. Typically, in exchange for the right to broadcast radio
network programming, third party affiliates remit a portion of their advertising
time to us, which is then aggregated into packages focused on specific
demographic groups and sold by us to our advertiser clients that want to reach
those demographic groups on a national basis. Network advertising airing across
our owned, operated and affiliated stations is sold by our internal sales team
located across the U.S. to predominantly national and regional advertisers.

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 one of
the largest 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 more than 400 local radio station
websites, mobile applications, and ancillary custom client microsites. In
addition, we sell an array of digital marketing services such as, email
marketing, geo-targeted display and video solutions, website and microsite
building and hosting, social media management, reputation management and search
engine marketing and optimization within our Cumulus C-Suite digital marketing
solutions portfolio to existing and new advertisers.

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

We continually evaluate opportunities to increase revenues through new
platforms, including technology-based initiatives. As a result of those revenue
increasing opportunities, our operating results in any period may be affected by
the incurrence of advertising and promotion expenses that typically do not have
an effect on revenue generation until future periods, if at all. In addition, as
part of this evaluation we also from time to time reorganize and discontinue
certain redundant and/or unprofitable content vehicles across our platform which
we expect will impact our broadcast revenues in the future.

Seasonality and Cyclicality



Our advertising revenues vary by quarter throughout the year. As is typical with
advertising revenue supported businesses, our first calendar quarter typically
produces the lowest revenues of any quarter during the year, as advertising
generally declines following the winter holidays. The second and fourth calendar
quarters typically produce the highest revenues for the year. In addition, our
revenues tend to fluctuate between years, consistent with, among other things,
increased advertising expenditures in even-numbered years by political
candidates, political parties and special interest groups. This political
spending typically is heaviest during the fourth quarter.

Non-GAAP Financial Measure



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

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

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

Consolidated Results of Operations

Analysis of Consolidated Statements of Operations



The following selected data from our audited 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 audited Consolidated Statements of Operations and notes
thereto appearing elsewhere herein (dollars in thousands).

                                            Year ended                Year Ended
                                         December 31, 2021        December 31, 2020                        2021 vs 2020 Change
                                                                                                          $                   %

STATEMENT OF OPERATIONS DATA:



Net revenue                             $        916,467          $       816,218                   $  100,249                12.3  %
Content costs                                    358,691                  337,078                       21,613                 6.4  %
Selling, general & administrative
expenses                                         376,832                  367,695                        9,137                 2.5  %
Depreciation and amortization                     53,545                   52,290                        1,255                 2.4  %
Local marketing agreement fees                     1,075                    3,149                       (2,074)              -65.9  %
Corporate expenses                                74,824                   49,199                       25,625                52.1  %
(Gain) loss on sale of assets or
stations                                         (17,616)                   8,761                      (26,377)                   N/A

Impairment of capitalized software
development costs                                      -                    4,139                       (4,139)             -100.0  %
Impairment of intangible assets                        -                    4,509                       (4,509)             -100.0  %
Operating income (loss)                           69,116                  (10,602)                      79,718                    N/A
Interest expense                                 (67,847)                 (68,099)                         252                -0.4  %

Gain on early extinguishment of debt              20,000                        -                       20,000                    N/A
Other expense, net                                (1,009)                    (267)                        (742)              277.9  %
Income (loss) before income taxes                 20,260                  (78,968)                      99,228                    N/A
Income tax (expense) benefit                      (2,982)                  19,249                      (22,231)                   N/A

Net income (loss)                       $         17,278          $       (59,719)                  $   76,997                    N/A

KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA                         $        134,857          $        81,257                   $   53,600                66.0  %


Year Ended December 31, 2021 compared to the Year Ended December 31, 2020

Net Revenue



Net revenue for the year ended December 31, 2021 compared to Net revenue for the
year ended December 31, 2020 increased as national and local broadcast
advertising revenue strengthened from COVID-19 economic recovery. In addition,
digital advertising revenue increased which was driven by growth in streaming
and podcasting. Higher trade and remote/event revenue resulted from the return
of sporting and other events in 2021 that were canceled or postponed in 2020
because of COVID-19. These increases were offset by lower political revenue from
election cycle seasonality.

Content Costs

Content costs consist of all costs related to the licensing, acquisition and
development of our programming. Content costs for the year ended December 31,
2021 compared to Content costs for the year ended December 31, 2020 increased
primarily as a result of higher broadcast rights fees associated with the return
of sporting events in 2021 that were canceled or postponed in 2020 because of
COVID-19, higher revenue share costs driven by increased revenue and an increase
in digital advertising costs attributed to digital growth. These increases were
partially offset by lower spend on third-party station inventory, lower
personnel costs, both internally and externally, related to cost-saving actions
and station dispositions and the
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cancellation of our news service subscription resulting from the elimination of Westwood One News during the third quarter of 2020.

Selling, General & Administrative Expenses



Selling, general and administrative expenses consist of expenses related to our
sales efforts and distribution of our content across our platform and overhead
in our markets. Selling, general and administrative expenses for the year ended
December 31, 2021 compared to Selling, general and administrative expenses for
the year ended December 31, 2020 increased from higher incentive accruals, based
on revenue growth and improved Company performance, and higher trade expenses
primarily related to the return of sporting and other events in 2021 that were
canceled or postponed in 2020 because of COVID-19. These increases were
partially offset by lower bad debt expense.

Depreciation and Amortization

Depreciation and amortization for the year ended December 31, 2021 compared to Depreciation and amortization for the year ended December 31, 2020 remained generally consistent period over period.

Local Marketing Agreement Fees



Local marketing agreements are those agreements under which one party programs a
radio station on behalf of another party. LMA fees for the year ended
December 31, 2021 compared to LMA fees for the year ended December 31, 2020
decreased as the Company ceased programming for KESN-FM under the LMA agreement
which ended in October 2020.

Corporate Expenses

Corporate expenses consist primarily of compensation and related costs for our
executive, accounting, finance, human resources, information technology and
legal personnel, and fees for professional services. Professional services are
principally comprised of audit, consulting and outside legal services. Corporate
expenses also include restructuring expenses and stock-based compensation
expense. Corporate expenses for the year ended December 31, 2021 compared to
Corporate expenses for the year ended December 31, 2020 increased primarily as a
result of higher personnel costs, including incentive and stock-based
compensation expense which were driven by Company performance and temporary
cost-saving actions implemented during 2020 that did not recur in 2021, and a
legal settlement.

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



The Gain on sale or disposal of assets or stations for the year ended
December 31, 2021 of $17.6 million was primarily driven by the Nashville Sale
and insurance proceeds received for 2020 hurricane damage which were slightly
offset by fixed asset dispositions. See Note 2, "Acquisitions and Dispositions,"
in the notes to the accompanying audited consolidated financial statements
included elsewhere in the Form 10-K for further discussion of the Nashville
Sale.

The Loss on sale or disposal of assets or stations for the year ended December
31, 2020 of $8.8 million was primarily a result of the sale of certain land
located in Bethesda, MD used in conjunction with the Company's Washington, D.C.
operations to Toll Brothers (the "DC Land"), fixed asset dispositions related to
the exit of certain facilities and the sale of WABC-AM in New York, NY, to Red
Apple Media, Inc. (the "WABC Sale"). See Note 2, "Acquisitions and
Dispositions," in the notes to the accompanying audited consolidated financial
statements included elsewhere in the Form 10-K for further discussion of the
WABC Sale and the sale of the DC Land.

Impairment of Capitalized Software Development Costs



The Company's strategic reassessment of a customized technology project resulted
in a $4.1 million impairment of capitalized internally developed software costs
for the year ended December 31, 2020. See Note 4, "Property and Equipment" in
the notes to the accompanying audited consolidated financial statements included
elsewhere in the Form 10-K for further discussion.
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Impairment of Intangible Assets

The impairment of intangible assets for the year ended December 31, 2020 of $4.5 million resulted from the interim impairment test of our FCC licenses. See Note 5, "Intangible Assets" in the notes to the accompanying audited consolidated financial statements included elsewhere in the Form 10-K for further discussion.

Interest Expense



Total interest expense for the year ended December 31, 2021 decreased as
compared to total interest expense for the year ended December 31, 2020. The
below table details the components of our interest expense by debt instrument
(dollars in thousands):

                                         Year Ended December       Year Ended December
                                              31, 2021                  31, 2020                     $ Change
Term Loan due 2026                       $         19,354          $         25,682             $        (6,328)
6.75% Senior Notes                                 30,456                    33,237                      (2,781)
2020 Revolving Credit Facility                        274                       812                        (538)
Financing liabilities                              14,238                     3,969                      10,269
Other, including debt issue cost
amortization and write-off                          3,525                     4,399                        (874)
Interest expense                         $         67,847          $         68,099             $          (252)


Income Tax Benefit (Expense)

For the year ended December 31, 2021, we recorded an income tax expense of
$3.0 million on pre-tax book income of $20.3 million. The income tax expense
recorded for the year ended December 31, 2021 was primarily the result of
federal, state and local income taxes, PPP loan forgiveness, and the effects of
certain statutory non-deductible expenses including disallowed executive
compensation and parking.

For the year ended December 31, 2020, we recorded income tax benefit of $19.2
million on pre-tax book loss of $79.0 million. The income tax benefit recorded
for the year ended December 31, 2020 was primarily the result of federal, state
and local income taxes.

Adjusted EBITDA

As a result of the factors described above, Adjusted EBITDA for the year ended
December 31, 2021 compared to Adjusted EBITDA for the year ended December 31,
2020 increased.
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Reconciliation of Non-GAAP Financial Measure



The following table reconciles Adjusted EBITDA to net income (loss) (the most
directly comparable financial measure calculated and presented in accordance
with GAAP) as presented in the accompanying consolidated statements of
operations (dollars in thousands):

                                                        Year Ended December         Year Ended December
                                                              31, 2021                   31, 2020
GAAP net income (loss)                                  $          17,278          $          (59,719)
Income tax expense (benefit)                                        2,982                     (19,249)
Non-operating expenses, including net interest expense             68,856                      68,366
Local marketing agreement fees                                      1,075                       3,149
Depreciation and amortization                                      53,545                      52,290
Stock-based compensation expense                                    5,191                       3,337
(Gain) loss on sale of assets or stations                         (17,616)                      8,761
Impairment of capitalized software development costs                    -                       4,139
Impairment of intangibles                                               -                       4,509
Restructuring costs                                                14,604                      14,859
Non-routine legal expenses                                          8,257                           -
Gain on early extinguishment of debt                              (20,000)                          -
Franchise taxes                                                       685                         815
Adjusted EBITDA                                         $         134,857          $           81,257

Segment Results of Operations

The Company has one reportable segment and presents the comparative periods on a consolidated basis to reflect the one reportable segment.

Liquidity and Capital Resources



As of December 31, 2021 and 2020, we had $177.0 million and $271.8 million,
respectively, of cash and cash equivalents. We generated cash from operating
activities of $68.5 million and $33.2 million, respectively, for the years ended
December 31, 2021 and 2020.

  Historically, our principal sources of funds have been cash flow from
operations and borrowings under credit facilities in existence from time to
time. Our cash flow from operations remains subject to factors such as
fluctuations in advertising media preferences and changes in demand caused by
shifts in population, station listenership, demographics and audience tastes,
some of which may be exacerbated by the COVID-19 pandemic. In addition, our cash
flows may be affected if customers are not able to pay, or delay payment of,
accounts receivable that are owed to us, which risks may also be exacerbated in
challenging or otherwise uncertain economic periods. In certain periods, the
Company has experienced reductions in revenue and profitability from prior
historical periods because of market revenue pressures and cost escalations
built into certain contracts. Notwithstanding this, we believe that our national
platform and extensive station portfolio representing a broad diversity in
format, listener base, geography, and advertiser base help us maintain a more
stable revenue stream by reducing our dependence on any single demographic,
region or industry. However, future reductions in revenue or profitability are
possible and could have a material adverse effect on the Company's business,
results of operations, financial condition or liquidity.

Although there is uncertainty related to the anticipated impact of the COVID-19
pandemic on the Company's future results, we believe our business model, our
current cash reserves and the recent steps we have taken to strengthen our
balance sheet, such as the sale of substantially all of the Company's broadcast
communications tower sites and certain other related assets (the "Tower Sale"),
sale of land in Bethesda, MD, Nashville Sale, and the PPP Loans, will help us
manage our business and anticipated liquidity needs. See Note 2, "Acquisitions
and Dispositions," in the notes to the accompanying audited consolidated
financial statements included elsewhere in the Form 10-K for further discussion
of the Nashville Sale, Tower Sale and the sale of the land in Bethesda, MD. See
Note 7, "Long-Term Debt," in the notes to the accompanying audited consolidated
financial statements included elsewhere in the Form 10-K for further discussion
of the PPP Loans.
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We continually monitor our capital structure, and from time to time, we have
evaluated, and expect that we will continue to evaluate, opportunities to obtain
additional capital from the divestiture of radio stations or other assets, when
we determine that it would further our strategic and financial objectives, as
well as from the issuance of equity and/or debt securities, in each case,
subject to market and other conditions in existence at that time. There can be
no assurance that any such financing would be available on commercially
acceptable terms, or at all. Future volatility in the capital and credit
markets, caused by COVID-19 or otherwise, may increase costs associated with
issuing debt instruments or affect our ability to access those markets. In
addition, it is possible that our ability to access the capital and credit
markets could be limited at a time when we would like, or need, to do so, which
could have an adverse impact on our ability to refinance maturing debt on terms
or at times acceptable to us, or at all, and/or react to changing economic and
business conditions.

Refinanced Credit Agreement (Term Loan due 2026)



On September 26, 2019, the Company entered into a new credit agreement by and
among Cumulus New Holdings Inc., a Delaware corporation and an indirectly
wholly-owned subsidiary of the Company ("Holdings"), certain other subsidiaries
of the Company, Bank of America, N.A., as Administrative Agent, and the other
banks and financial institutions party thereto as Lenders (the "Refinanced
Credit Agreement"). Pursuant to the Refinanced Credit Agreement, the lenders
party thereto provided Holdings and its subsidiaries that are party thereto
as co-borrowers with a $525.0 million senior secured Term Loan (the "Term Loan
due 2026"), which was used to refinance the remaining balance of the then
outstanding term loan (the "Term Loan due 2022").

Amounts outstanding under the Refinanced Credit Agreement bear interest at a per
annum rate equal to (i) 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 1.0%.
As of December 31, 2021, the Term Loan due 2026 bore interest at a rate
of 4.75% per annum.

Amounts outstanding under the Term Loan due 2026 amortize in equal quarterly
installments of 0.25% of the original principal amount of the Term Loan due 2026
with the balance payable on the maturity date. As a result of the mandatory
prepayments discussed below, the Company is no longer required to make such
quarterly installments. The maturity date of the Term Loan due 2026 is March 26,
2026.

The Refinanced Credit Agreement contains representations, covenants and events
of default that are customary for financing transactions of this nature. Events
of default in the Refinanced Credit Agreement include, among others: (a) the
failure to pay when due the obligations owing thereunder; (b) the failure to
comply with (and not timely remedy, if applicable) certain covenants;
(c) certain defaults and accelerations under other indebtedness; (d) the
occurrence of bankruptcy or insolvency events; (e) certain judgments against
Holdings or any of its subsidiaries; (f) the loss, revocation or suspension of,
or any material impairment in the ability to use, any one or more of, any
material FCC licenses; (g) any representation or warranty made, or report,
certificate or financial statement delivered, to the lenders subsequently proven
to have been incorrect in any material respect; and (h) the occurrence of a
Change in Control (as defined in the Refinanced Credit Agreement). Upon the
occurrence of an event of default, the Administrative Agent (as defined in the
Refinanced Credit Agreement) may, with the consent of, or upon the request of,
the required lenders, accelerate the Term Loan due 2026 and exercise any of its
rights as a secured party under the Refinanced Credit Agreement and the
ancillary loan documents provided, that in the case of certain bankruptcy or
insolvency events with respect to a borrower, the Term Loan due 2026 will
automatically accelerate.

The Refinanced Credit Agreement does not contain any financial maintenance covenants. The Refinanced Credit Agreement provides that Holdings will be permitted to enter into either a revolving credit facility or receivables facility, subject to certain conditions (see below).



The Company may elect, at their option, to prepay amounts outstanding under the
Refinanced Credit Agreement without premium or penalty. The borrowers may be
required to make mandatory prepayments of the Term Loan due 2026 upon the
occurrence of specified events as set forth in the Refinanced Credit Agreement,
including upon the sale of certain assets and from Excess Cash Flow (as defined
in the Refinanced Credit Agreement).

Amounts outstanding under the Refinanced Credit Agreement are guaranteed by
Cumulus Media Intermediate Holdings, Inc., a Delaware corporation and a direct
wholly-owned subsidiary of the Company ("Intermediate Holdings"), and the
present and future wholly-owned subsidiaries of Holdings that are not borrowers
thereunder, subject to certain exceptions as set forth in the Refinanced Credit
Agreement (the "Guarantors") and secured by a security interest in substantially
all of the assets of Holdings, the subsidiaries of Holdings party to the
Refinanced Credit Agreement as borrowers, and the Guarantors.
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The issuance of the Term Loan due 2026 and repayment of the Term Loan due 2022
were evaluated in accordance with ASC 470-50-40 - Debt-Modifications and
Extinguishments-Derecognition ("ASC 470-50-40"), to determine whether the
refinancing transaction should be accounted for as a debt modification or
extinguishment of the Term Loan due 2022. Each lender involved in the
refinancing transaction was analyzed to determine if its participation was a
debt modification or an extinguishment. Debt issuance costs for exiting lenders
who chose not to participate in the Term Loan due 2026 were accounted for as
extinguishments. Debt discounts and costs incurred with third parties for the
issuance of the Term Loan due 2026 totaling $3.6 million for new lenders were
capitalized and amortized over the term of the Term Loan due 2026. An
additional $1.5 million of debt discount for the issuance of the Term Loan due
2026 was capitalized for continuing lenders deemed to be modified. These
capitalized fees associated with new and continuing lenders are presented as
cash flows from financing activities on the Consolidated Statements of Cash
Flows. Costs incurred with third-parties for the issuance of the Term Loan due
2026 of $3.5 million related to modification for continuing lenders were
expensed and included in Interest Expense in the Consolidated Statements of
Operations.

Debt discounts and issuance costs of $5.1 million were capitalized and amortized
over the term of the Term Loan due 2026. On August 7, 2020, the Company entered
into an agreement with Vertical Bridge REIT, LLC, for the Tower Sale. On
September 30, 2020, pursuant to the Term Loan due 2026, the Company was required
to pay down at closing of the Tower Sale $49.0 million. As a result of the pay
down, the Company wrote-off approximately $0.4 million of debt issuance costs
related to the Term Loan due 2026.

The Company was also required by the provisions of the Term Loan due 2026 to
prepay any remaining amounts of the net proceeds from the Tower Sale and the
Company's previously announced sale of land in Bethesda, MD, in June 2020 (the
"DC Land Sale" and, together with the Tower Sale, the "Sale") not reinvested in
accordance with the Term Loan. On May 25, 2021, the Company repaid approximately
$89 million of its Term Loan due 2026 related to this mandatory prepayment
obligation. Approximately $65 million of the prepayment related to the Land Sale
and approximately $23 million of the prepayment related to the Tower Sale.
Additionally, as a result of the expiration of the May 2021 Tender Offer (as
defined below), the Company applied the untendered amount of approximately $23
million towards an incremental prepayment of the Term Loan due 2026. In
conjunction with the prepayments, the Company wrote-off approximately $0.9
million of debt issuance costs related to the Term Loan due 2026.

As of December 31, 2021, we were in compliance with all required covenants under the Refinanced Credit Agreement.

2020 Revolving Credit Agreement



On March 6, 2020, Holdings and certain of the Company's other subsidiaries, as
borrowers (the "Borrowers"), and Intermediate Holdings entered into a
$100.0 million revolving credit facility (the "2020 Revolving Credit Facility")
pursuant to a Credit Agreement (the "2020 Revolving Credit Agreement"), dated as
of March 6, 2020, with Fifth Third Bank, as a lender and Administrative Agent
and certain other lenders from time to time party thereto. The 2020 Revolving
Credit Facility refinances and replaces the Company's 2018 Revolving Credit
Agreement (as defined below) entered into pursuant to that certain Credit
Agreement dated as of August 17, 2018, by and among Holdings, the Borrowers,
Intermediate Holdings and certain lenders and Deutsche Bank AG New York Branch,
as a lender and Administrative Agent.

The 2020 Revolving Credit Facility has a maturity date of March 6, 2025.
Availability under the 2020 Revolving Credit Facility is tied to a borrowing
base equal to 85% of the accounts receivable of the Borrowers, subject to
customary reserves and eligibility criteria and reduced by outstanding letters
of credit. Under the 2020 Revolving Credit Facility, up to $10.0 million of
availability may be drawn in the form of letters of credit and up to
$10.0 million of availability may be drawn in the form of swing line loans.

Borrowings under the 2020 Revolving Credit Facility bear interest, at the option
of Holdings, based on LIBOR plus a percentage spread of 1.00% or the Alternative
Base Rate. The Alternative Base Rate is defined, for any day, as the per annum
rate equal to the rate identified as the "Prime Rate" by Fifth Third Bank. In
addition, the unused portion of the 2020 Revolving Credit Facility will be
subject to a commitment fee of 0.25%. The 2020 Revolving Credit Facility
contains customary LIBOR successor provisions.

The 2020 Revolving Credit Agreement contains representations, covenants and
events of default that are customary for financing transactions of this nature.
Events of default in the 2020 Revolving Credit Agreement include, among others:
(a) the failure to pay when due the obligations owing thereunder; (b) the
failure to perform (and not timely remedy, if applicable) certain covenants;
(c) certain defaults and accelerations under other indebtedness; (d) the
occurrence of bankruptcy or insolvency events; (e) certain judgments against
Intermediate Holdings or any of its subsidiaries; (f) the loss, revocation or
suspension of, or any material impairment in the ability to use, any one or more
of, any material FCC licenses; (g) any
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representation or warranty made, or report, certificate or financial statement
delivered, to the lenders subsequently proven to have been incorrect in any
material respect; and (h) the occurrence of a Change in Control (as defined in
the 2020 Revolving Credit Agreement). Upon the occurrence of an event of
default, the lenders may terminate the loan commitments, accelerate all loans
and exercise any of their rights under the 2020 Revolving Credit Agreement and
the ancillary loan documents as a secured party.

The 2020 Revolving Credit Agreement does not contain any financial maintenance
covenants with which the Company must comply. However, if average excess
availability under the 2020 Revolving Credit Facility is less than the greater
of (a) 12.5% of the total commitments thereunder or (b) $10.0 million, the
Company must comply with a fixed charge coverage ratio of not less than 1.0:1.0.

Amounts outstanding under the 2020 Revolving Credit Agreement are guaranteed by
Intermediate Holdings and the present and future wholly-owned subsidiaries of
Intermediate Holdings that are not borrowers thereunder, subject to certain
exceptions as set forth in the 2020 Revolving Credit Agreement (the "2020
Revolver Guarantors") and secured by a security interest in substantially all of
the assets of Holdings, the subsidiaries of Holdings party to the 2020 Revolving
Credit Agreement as borrowers, and the 2020 Revolver Guarantors.

The issuance of the 2020 Revolving Credit Agreement was determined to be a
modification of the 2018 Revolving Credit Agreement (as defined below) in
accordance with ASC 470-50-40. The Company expensed approximately $0.6 million
of unamortized debt issuance costs related to the exiting lender. Costs incurred
with third parties for issuance of the 2020 Revolving Credit Agreement totaled
approximately $0.4 million and were capitalized and will be amortized over the
term of the 2020 Revolving Credit Agreement.

On May 17, 2021, the Company completed a $60.0 million repayment of the 2020
Revolving Credit Facility. As of December 31, 2021, $4.3 million was outstanding
under the 2020 Revolving Credit Facility, representing letters of credit. As of
December 31, 2021, the Company was in compliance with all required covenants
under the 2020 Revolving Credit Agreement.

6.75% Senior Notes



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

Interest on the 6.75% Senior Notes is payable on January 1 and July 1 of each
year, commencing on January 1, 2020. The 6.75% Senior Notes mature on July 1,
2026.

The Issuer may redeem some or all of the 6.75% Senior Notes at any time, or from time to time, on or after July 1, 2022, at the following prices:



                                  Year                Price
                         2022                       103.3750  %
                         2023                       101.6875  %
                         2024 and thereafter        100.0000  %



Prior to July 1, 2022, the Issuer may redeem all or part of the 6.75% Senior
Notes upon not less than 30 nor more than 60 days prior notice, at 100% of the
principal amount of the 6.75% Senior Notes redeemed plus a "make whole" premium.

The 6.75% Senior Notes are fully and unconditionally guaranteed by Intermediate
Holdings and the present and future wholly-owned subsidiaries of Holdings (the
"Senior Notes Guarantors"), subject to the terms of the Indenture. Other than
certain assets secured on a first priority basis under the 2020 Revolving Credit
Facility (as to which the 6.75% Senior Notes are secured on a second-priority
basis), the 6.75% Senior Notes and related guarantees are secured on a
first-priority basis pari passu with the Term Loan due 2026 (subject to certain
exceptions) by liens on substantially all of the assets of the Issuer and the
Senior Notes Guarantors.
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The Indenture contains representations, covenants and events of default
customary for financing transactions of this nature. As of December 31, 2021,
the Issuer was in compliance with all required covenants under the Indenture. A
default under the 6.75% Senior Notes could cause a default under the Refinanced
Credit Agreement.

The 6.75% Senior Notes 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 6.75% Senior Notes for
resale under the Securities Act, or the securities laws of any other
jurisdiction and is not required to exchange the 6.75% Senior Notes 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 SEC is not applicable and no separate
financial statements are required for the guarantor subsidiaries.

On November 3, 2020, the Company completed a tender offer (the "November 2020
Tender Offer") pursuant to which it accepted and cancelled $47.2 million in
aggregate principal amount of the 6.75% Notes as a result of the Tower Sale. As
a result of the November 2020 Tender Offer, the Company wrote-off approximately
$0.6 million of debt issuance costs related to the 6.75% Notes accepted and
canceled in the transaction. Pursuant to the terms of the Indenture, the Company
made a tender offer (the "May 2021 Tender Offer") with respect to the prorated
portion of the remaining net proceeds from the Tower Sale which it determined
would not be reinvested by the end of the reinvestment period of approximately
$26 million of the 6.75% Notes. On June 23, 2021, the May 2021 Tender Offer
expired and approximately $3 million aggregate principal amount of the 6.75%
Notes was validly tendered and accepted for cancellation. The Company directed
the untendered amount of approximately $23 million towards an additional
prepayment of the Term Loan due 2026.

Significant Cash Payments

The following table summarizes our significant non-operating cash payments made for the years ended December 31, 2021 and 2020, respectively (dollars in thousands):



                                                       Year Ended December            Year Ended December
                                                            31, 2021                       31, 2020

Repayments of borrowings under Term Loan due 2026 $ 113,171

          $           54,277
Repayments of borrowings under 6.75% Senior Notes     $            3,141             $           47,164
Interest payments                                     $           59,666             $           62,513
Capital expenditures                                  $           29,091             $           14,868

Net Cash Provided by Operating Activities



                                                       Year Ended December         Year Ended December
(Dollars in thousands)                                      31, 2021                    31, 2020
Net cash provided by operating activities             $           68,518          $           33,210


Net cash provided by operating activities for the year ended December 31, 2021
compared to the year ended December 31, 2020 increased primarily as a result of
higher income offset by overall net decreases in non-cash items and the impact
of COVID-19 on sales.

Net Cash (Used in) Provided by Investing Activities



                                                       Year Ended December         Year Ended December
(Dollars in thousands)                                      31, 2021                    31, 2020
Net cash (used in) provided by investing activities   $           (1,541)         $           64,359


For the year ended December 31, 2021, net cash used in investing activities
consists primarily of capital expenditures and the purchase of affiliate
advertising relationships, which were mostly offset by proceeds from the
Nashville Sale. For additional detail about the purchase of affiliate
advertising relationships and the Nashville Sale, see Note 2, "Acquisitions and
Dispositions," in the notes to the accompanying audited consolidated financial
statements included elsewhere in the Form 10-K.

For the year ended December 31, 2020, net cash provided by investing activities
primarily includes the proceeds received from the sales of the DC Land and WABC
partially offset by capital expenditures. For additional detail about the sale
of the DC Land and the WABC Sale, see Note 2, "Acquisitions and Dispositions,"
in the notes to the accompanying audited consolidated financial statements
included elsewhere in the Form 10-K.
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Net Cash (Used in) Provided by Financing Activities



                                                      Year Ended December         Year Ended December
(Dollars in thousands)                                      31, 2021                   31, 2020

Net cash (used in) provided by financing activities $ (161,710)

$ 157,185




For the year ended December 31, 2021, net cash used in financing activities is
primarily comprised of the total $115.0 million mandatory prepayments required
by the terms of the Company's debt agreements from the proceeds of the DC Land
and Tower Sales and a $60.0 million voluntary pay down of the total amount
previously outstanding under the 2020 Revolving Credit Agreement. In addition,
the Company paid $3.0 million of contingent consideration related to an asset
acquisition. These payments were partially offset by the proceeds received from
the PPP loans. See Note 7, "Long-Term Debt," for further discussion of the
mandatory prepayments related to the remaining net proceeds from the asset sales
described above, voluntary pay down of the amount previously outstanding under
the 2020 Revolving Credit Agreement, and the PPP Loans. See Note 2,
"Acquisitions and Dispositions," in the notes to the accompanying audited
consolidated financial statements included elsewhere in the Form 10-K for
further discussion of the DC Land and Tower Sales and the asset acquisition.

For the year ended December 31, 2020, net cash used in financing activities
primarily reflects $202.3 million of cash received from the Tower Sale, after
transaction costs and closing adjustments, and $60.0 million of proceeds
received from borrowings under the 2020 Revolving Credit Agreement partially
offset by the $49 million pay down of the Term Loan due 2026 and the $47.2
million pay down of the 6.75% Senior Notes as a result of the Tender Offer, each
as required at closing of the Tower Sale.

Critical Accounting Policies

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 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.

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. Broadcast radio revenue is recognized as commercials are broadcast.
Digital podcasting and streaming revenues are recognized when the advertisements
are delivered. Revenues for digital marketing services are recognized over time
as the services are provided depending on the terms of the contract. Remote and
event revenues are recognized at the time services, for example hosting an
event, are delivered.

Revenues are recorded on a net basis, after the deduction of advertising agency
fees. In those instances, in which the Company functions as the principal in the
transaction, the revenue and associated operating costs are presented on a gross
basis. In those instances where the Company functions as an agent or sales
representative, the effective commission is presented as revenue on a net basis
with no corresponding operating expenses.

The Company's payment terms vary by the type and location of customer and the
products or services offered. The term between invoicing and when payment is due
is generally not significant. There are no further obligations for returns,
refunds or similar obligations related to the contracts. The Company records
deferred revenues when cash payments including amounts which are refundable are
received in advance of performance.

Accounts Receivable, Allowance for Doubtful Accounts and Concentration of Credit Risk

Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable. The Company determined the allowance based on several factors, including the length of time receivables are past due, trends and


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current economic factors. All balances are reviewed and evaluated quarterly on a
consolidated basis. Account balances are charged off against the allowance after
all means of collection have been exhausted and the potential for recovery is
considered remote. The Company does not have any off-balance sheet credit
exposure related to its customers. The Company performs credit evaluations of
its customers as needed and believes that adequate allowances for any
uncollectible accounts receivable are maintained.

Intangible Assets



As of December 31, 2021, we had approximately $962.3 million of indefinite-lived
and definite-lived intangible assets, which represented approximately 56.0% of
our total assets. The Company's indefinite-lived intangible assets are comprised
primarily of FCC licenses. We perform annual impairment tests of our
indefinite-lived intangible assets as of December 31 of each year and on an
interim basis if events or circumstances indicated that indefinite-lived
intangible assets may be impaired. Impairment exists when the asset carrying
amounts exceed their respective fair values and the excess is then recorded as
an impairment charge to operations. See Note 5, "Intangible Assets," in the
notes to the accompanying audited consolidated financial statements included
elsewhere in the Form 10-K for further discussion of the annual and interim
impairment tests performed of our indefinite-lived intangible assets.

The Company's definite-lived intangible assets consist primarily of affiliate and producer relationships, which are amortized over the period of time the intangible assets are expected to contribute directly or indirectly to the Company's future cash flows.

Stock-based Compensation Expense



Stock-based compensation expense recognized for the years ended December 31,
2021 and 2020, was $5.2 million and $3.3 million, respectively. For awards with
service conditions, stock-based compensation expense is recognized on a
straight-line basis over the requisite service period for the entire award. In
addition, the Company elected to recognize forfeitures of share-based awards as
they occur in the period of forfeiture rather than estimating the number of
awards expected to be forfeited at the grant date and subsequently adjusting the
estimate when awards are actually forfeited. For stock options with service
conditions only, we utilize the Black-Scholes option pricing model to estimate
the fair value of options issued. The fair value of stock options is determined
by the Company's stock price, historical stock price volatility, the expected
term of the awards, risk-free interest rates and expected dividends. The fair
value of time-based and performance-based restricted stock awards is the quoted
market value of our stock on the grant date. For performance-based restricted
stock awards, the Company evaluates the probability of vesting of the awards in
each reporting period. In the event the Company determines it is no longer
probable that the minimum performance criteria specified in the award will be
achieved, all previously recognized compensation expense will be reversed in the
period such a determination is made.

Income Taxes



The Company accounts for income taxes using the asset and liability method.
Under this method, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates the Company expects will be applicable when those tax assets
and liabilities are realized or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.

A valuation allowance is provided for deferred tax assets when it is more likely
than not that the asset will not be realized. We continually review the adequacy
of our valuation allowance, if any, on our deferred tax assets and recognize the
benefits of deferred tax assets only as the reassessment indicates that it is
more likely than not that the deferred tax assets will be recognized in
accordance with ASC Topic 740, Income Taxes ("ASC 740"). In assessing the need
for a valuation allowance, the Company considers both positive and negative
evidence related to the likelihood of realization of the deferred tax assets. If
the Company were to determine that it would be able to realize deferred tax
assets in the future in excess of the Company's net recorded amount, an
adjustment to the net deferred tax asset would increase income in the period
that such determination was made. Likewise, should the Company determine that it
would not be able to realize all or part of its net deferred tax assets in the
future, an adjustment to the net deferred tax asset would decrease income in the
period such determination was made.

The Company recognizes a tax position as a benefit only if it is
more-likely-than-not that the position would be sustained in an examination,
with a tax examination being presumed to occur. The amount recognized is the
largest amount of tax benefit that has a greater than 50% likelihood of being
realized on examination. For tax positions not meeting the more-likely-than-not
test, no tax benefit is recorded.
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Legal Proceedings

We have been, and expect in the future to be, a party to various legal
proceedings, investigations or claims. In accordance with applicable accounting
guidance, we record accruals for certain of our outstanding legal proceedings
when it is probable that a liability will be incurred and the amount of loss can
be reasonably estimated. We evaluate, at least on a quarterly basis,
developments in our legal proceedings or other claims that could affect the
amount of any accrual, as well as any developments that would result in a loss
contingency to become both probable and reasonably estimable. Resolution of any
legal proceedings in a manner inconsistent with management's expectations could
have a material impact on the Company's financial condition and operating
results. For more information, see Note 14, "Commitments and Contingencies," in
the accompanying audited consolidated financial statements included elsewhere in
this Form 10-K.

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 years ended December 31,
2021 and 2020, amounts reflected under trade and barter transactions were:
(1) trade and barter revenues of $39.2 million and $34.2 million, respectively;
and (2) trade and barter expenses of $39.0 million and $33.6 million,
respectively.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of December 31, 2021.

New Accounting Standards

Refer to Note 1, "Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies" in the notes to the accompanying audited consolidated financial statements included elsewhere in the Form 10-K.

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