TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo August 1, 2022 Frank Lopez-Balboa Executive Vice President, Chief Financial Officer Cumulus Media Inc. 780 Johnson Ferry Road NE Suite 500 Atlanta, GA 30342 Re: Cumulus Media Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Form 10-Q for the Fiscal Quarter Ended March 31, 2022 Form 8-K filed May 4, 2022 Dear Mr. Lopez-Balboa: We have reviewed your filings and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-Q for the Fiscal Quarter Ended March 31, 2022 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Consolidated Results of Operations, page 16 1. We note that revenue increased by 15% for the three months ended March 31, 2022 compared with the three months ended March 31, 2021. Please enhance your disclosure to quantify the reasons for the increase in revenue. For example, disclose how much of the increase is a result of a one time fee received from the early termination of a revenue agreement. We refer to guidance in Item 303 of Regulation S-K. Provide us with your proposed future disclosure. Frank Lopez-Balboa Cumulus Media Inc. August 1, 2022 Page 2 Form 8-K filed May 4, 2022 Exhibit 99.2, page 3 2. Please revise your presentation to disclose and emphasize the most comparable GAAP measures for EBITDA, EBITDA growth, EBITDA Margin, and net debt with equal or greater prominence. Refer to the guidance in Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Measures. We note GAAP results should be at the forefront of your presentation and discussion. Also, include a reconciliation for EBITDA and EBITDA Margin in accordance with Item 10(e)(1)(i)(B) of Regulation S-K . Apply accordingly to your Exhibit 99.1. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Inessa Kessman, Senior Staff Accountant at 202-551-3371 or Robert Littlepage, Accounting Branch Chief at 202-551-3361 if you have any questions. Sincerely, FirstName LastNameFrank Lopez-Balboa Division of Corporation Finance Comapany NameCumulus Media Inc. Office of Technology August 1, 2022 Page 2 cc: Richard Denning FirstName LastName