Editing Cumulus Media (section)

==History==
===Origins===
Cumulus Media was established in August 1998 by radio consultant Lewis Dickey Jr. and media and technology entrepreneur Richard Weening. The [[Telecommunications Act of 1996]], among other legislation, relaxed media ownership restrictions, allowing a single owner to possess or control an unprecedented number of radio stations per market and nationwide. Dickey, then a nationally known radio programming consultant, was acting as a consultant to a small radio group in which Weening had a personal investment. Weening signed onto Dickey's idea to acquire and operate radio stations in mid-size markets as opposed to the largest markets on which competing radio group [[Clear Channel Communications]] was focusing. Dickey was the radio expert and Weening was the corporate finance and start-up CEO. Dickey was president of both radio consulting firm Stratford Research<ref>{{cite web|url=http://www.fmqb.com/Article.asp?id=1280111|title=Lewis Dickey, Jr.|url-status=dead|access-date=November 30, 2015|archive-url=https://web.archive.org/web/20160107000401/http://www.fmqb.com/Article.asp?id=1280111|archive-date=January 7, 2016}}</ref> and his family company, Midwestern Broadcasting, with two stations in [[Toledo, Ohio]]; these stations would later be acquired by Cumulus. Weening had successful experience as a start-up CEO in book and magazine publishing, online services and enterprise software systems. He was then CEO of Quaestus & Co., Inc., a [[private equity]] firm specializing in media and technology startups. For the new radio company, Weening chose the name Cumulus for the [[Cumulus cloud|type of cloud formation]] for their ubiquity in the sky, which Weening and Dickey hoped would be the same for their stations across the country. Quaestus provided the seed capital to make the first station acquisitions as a model for the Cumulus business strategy.<ref name="fundinguniverse.com">{{cite web|url=http://www.fundinguniverse.com/company-histories/cumulus-media-inc-history/|title=History of Cumulus Media Inc.|website=FundingUniverse|access-date=November 30, 2017}}</ref>

The next significant milestone was obtaining a $50&nbsp;million investment from the State of Wisconsin Investment Board (SWIB),<ref>{{Cite web|url=https://www.swib.state.wi.us/|title=State of Wisconsin Investment Board (SWIB)|website=swib-1}}</ref> which previously invested in Weening's magazine publishing company. With this capital in place, Cumulus began full-scale operations on May 22, 1997. Weening assumed the role of Executive chairman focusing on acquisitions deal structuring, corporate finance, and internet from the company's original headquarters in [[Milwaukee, Wisconsin]]. Dickey selected stations to buy and oversaw radio programming, operations and strategy as Executive vice-chairman. Dickey brought in highly regarded radio operator William Bungeroth to serve as President of Cumulus Broadcasting from new offices in [[Chicago, Illinois|Chicago's]] [[Hancock Center]]. Having a reputation as an advertising sales leader, Bungeroth oversaw market-level tactical execution, including the integration of newly acquired stations into market operating units. John Dickey, brother of Lewis and himself an experienced radio programming consultant. would oversee station content.<ref>{{cite web|url=https://www.bloomberg.com/research/stocks/.../person.asp?.|title=Terms of Service Violation|date=June 24, 2023 |publisher=Bloomberg L.P.}}</ref><ref>{{cite web|url=https://www.bloomberg.com/research/stocks/.../snapshot.asp?...|title=Terms of Service Violation|date=June 24, 2023 |publisher=Bloomberg L.P.}}</ref>

SWIB's investment was soon followed by another $50&nbsp;million from Wisconsin-based [[Northwestern Mutual Life Insurance Company]] and $25&nbsp;million from NationsBank Capital Corporation. With this financial backing secured, Dickey and Weening began acquiring radio stations yet managed to stay "under the radar", not attracting much notice or competition. In its first 12 months in operation, Cumulus acquired over 100 stations in 31 markets.<ref name="fundinguniverse.com" /> Soon it was clear that the company would need over a billion dollars for its desired acquisitions, and an [[initial public offering]] of stock was soon made.

The Cumulus strategy, as articulated in public filings, was to acquire multiple stations in a city or market, consolidate them physically to share a common infrastructure to [[Economies of scale|reduce operating expenses]] but enrich programming. Each station would be programmed with a unique music format, live programming, brand, and target audience. The central idea was to create a cluster of radio stations that could compete with newspapers by offering advertisers a range of target demographic choices comparable to the range of content sections in print. At the time of Cumulus' founding, newspaper display and classified advertising claimed the largest share of local advertising dollars. By offering a range of audiences like newspapers, Cumulus could gain a greater share of the local advertising dollar than the individual stations could garner separately. In addition, acquiring the top-performing stations in a given market as part of the operating cluster would yield more national advertising. The market focus would be on those deemed to offer substantial growth opportunities, while the station focus was the leading station in the market and other stations well-positioned for significant growth.<ref name="sec.gov">{{cite web |url=https://www.sec.gov/Archives/edgar/data/1058623/000095012399006632/0000950123-99-006632.txt |title=Cumulus Media |website=U.S. Securities and Exchange Commission }}</ref>

===Initial public offering and accelerating acquisitions===
Cumulus became a publicly traded company on June 26, 1998. The company raised $400&nbsp;million selling 7.6&nbsp;million [[Common stock|common shares]] at $14.00 each, $125&nbsp;million in [[preferred stock]], and $160&nbsp;million in Senior Subordinated Bonds. At that time Cumulus owned or was committed to buy 176 stations – 124 FM stations and 52&nbsp;am stations in 34 U.S. markets.<ref name="nasdaq.com">{{cite web |url=http://www.nasdaq.com/markets/ipos/company/cumulus-media-inc-236-4285 |title=CUMULUS MEDIA INC (CMLS) IPO |publisher=NASDAQ |access-date=November 30, 2017 }}</ref> In its first 17 months, Cumulus acquired 207 stations, creating the first mid-size market radio conglomerate.<ref name="nasdaq.com"/> Following the company's IPO, its stock fell from $14 to $8 per share on October 2, 1998 before beginning a climb to close 1999 at $50.75. Some radio executives familiar with small markets thought that Cumulus was overpaying to buy top stations in markets that did not have a great upside potential.

For 1998, Cumulus reported revenue of $98.8&nbsp;million, with broadcast cash flow of $26.6&nbsp;million. Its cash-flow margin reached 27 percent. For 1999, Cumulus reported $180&nbsp;million in revenue and $46.7&nbsp;million broadcast cash flow.

On November 19, 1999, Cumulus sold an additional 10&nbsp;million shares at $24.93, raising $250&nbsp;million.<ref name="sec.gov"/> Acquisitions continued at an accelerating pace. At this point, the company owned or operated pending closing 246 stations in 45 markets. In a period of two years and six months, Cumulus became the second largest U.S. broadcasting group in terms of stations operated. It also raised a staggering $1.3&nbsp;billion when considering sales of common and preferred stock shares, senior bank lines of credit, and senior subordinated debt or junk bonds which when issued were rated CCC+.

The stock market acknowledged the remarkable growth with a share price that rose to a high of $51.00 on December 31, 1999.

===Challenges in 2000===
Cumulus was a part-time participant in the euphoria of the [[dot-com bubble]] and was impacted by the hysteria that followed its burst. The reasons included very rapid growth and skyrocketing share price which in the euphoria period fed on itself. The hysteria which followed was driven by both the absence of earnings and rumors which suggested the rapid growth might be false.

The first quarter of 2000 proved to be troubling at Cumulus. A perfect storm of events drove the company's share price from $50 to $13 between January 1 and March 17 when over 30 million shares traded hands. Driving the decline was persistent rumours of possible accounting irregularities in the rapidly assembled radio group. On January 14 respected Wall Street analyst Frank Bodenchak advised institutional clients that Cumulus may miss his estimates for Q4 1999 and the year. A combination of the possible earnings miss and the rumours of accounting problems created a significant loss of investor confidence.

On March 17, Cumulus reported a loss of $0.20 per share vs $0.15 per share expectation.<ref>{{cite web|url=https://money.cnn.com/2000/03/17/companies/cumulus/|title=Cumulus Media shares dive – Mar. 17, 2000|publisher=CNN|access-date=November 30, 2017}}</ref> Broadcast cash flow was $12.3&nbsp;million vs estimates around $17&nbsp;million. In addition the Company reported that company CFO Rick Bonick had left earlier in January. It was not officially announced a fact that CNN Money says "roiled the already active rumour mill about accounting irregularities. The company also reported it would restate quarterly revenues in 1999 as some markets did not comply with Cumulus' revenue recognition policies and booked some advertising contracts for their full value rather than recognizing revenue as the ads aired. As a result, class-action lawsuits were filed against Cumulus charging the company with artificially inflating revenue and profit in 1999. PricewaterhouseCoopers, the company's auditors resigned in April citing material weaknesses in the Cumulus' financial controls<ref>{{cite web|url=https://news.google.com/newspapers?nid=1683&dat=20000425&id=1LsaAAAAIBAJ&pg=4371,5245676&hl=en|title=Milwaukee Journal Sentinel – Google News Archive Search|access-date=March 28, 2018}}{{Dead link|date=April 2023 |bot=InternetArchiveBot |fix-attempted=yes }}</ref> arising from the possible revenue restatements.

Meanwhile, Dickey had taken over day-to-day station operations from Bungeroth who resigned in mid January.

During this same period Weening got into a dispute with the SEC over his proposal to reverse some of his and Dickey's 1999 compensation to help offset the earnings miss. While the proposal was never implemented, the SEC maintained it would have amounted to earnings management and was therefore an infraction. Weening finally agreed to pay a fine of $75,000 without conceding wrongdoing to settle the matter in 2003.

As the dust began to settle in April 2000 the company issued revised annual 10K reports for 1998 and 1999 that showed minor variations in quarterly revenue and adjusted net loss for 1999 from $20.8&nbsp;million to $13.6&nbsp;million and net loss for 1998 was restated from $13.7&nbsp;million to $8&nbsp;million, after the company found a $4.9&nbsp;million tax benefit that had been under-reported. The restatement as it turns out had no material impact on the financials but in the context of the dot-com bust hysteria rumours of accounting irregularities drove a significant decrease in share price which threatened the company's ability to finance pending acquisitions.

===Internet debate===
Since November 1998 the company had been developing an internet platform for classified employment advertising. The new system would operate in tandem with the radio station cluster in each market and offer employers the chance to post available positions on the web and promote their company and the position on the radio stations. At the time of the dot-com bust the system was in beta test in two markets. One of the short-lived but important impacts of the [[dot-com bubble]] burst was a loss of confidence that the promise of the internet would ever happen. Many professional radio people like Dickey were skeptical and believed the best course for Cumulus was to focus on the radio strategy and drop the internet projects.<ref>{{cite web|url=http://www.thefreelibrary.com/CONNECT%2C+Inc.%27s+OneServer+Powers+PhotoDisc+Online+to+Win+PC+Week+Web...-a019039843|title=CONNECT, Inc.'s OneServer Powers PhotoDisc Online to Win PC Week Web Commerce Award; PhotoDisc Named One of Top 10 Web Commerce Sites. – Free Online Library|website=thefreelibrary.com|access-date=November 30, 2017|archive-date=March 17, 2016|archive-url=https://web.archive.org/web/20160317042750/http://www.thefreelibrary.com/CONNECT%2c+Inc.%27s+OneServer+Powers+PhotoDisc+Online+to+Win+PC+Week+Web...-a019039843|url-status=dead}}</ref> Weening who had started a Silicon Valley e-commerce software company in the early 1990s had conceived and was overseeing development of the employment platform.<ref>{{cite web|url=http://www.industryweek.com/information-technology/connect-incmountain-view-calif|title=Connect Inc.Mountain View, Calif.|date=December 21, 2004|access-date=November 30, 2017}}</ref> Weening advocated for continuance of the project as a key potential source of revenue with a service that would be unique among radio companies. Ultimately, the board backed Dickey not Weening and the Internet project was scrapped.

===Changing of the guard===
According to interviews with two former members of the Cumulus board, Lew Dickey and his brother John convinced the board to let them run the company. Dickey, whose family had just sold an Atlanta station for a reported $250&nbsp;million, offered to invest in Cumulus if needed to close pending acquisitions. The board was concerned about the restatement of revenues and the shareholder lawsuits. This is consistent with reports in a radio industry newsletter<ref>Inside Radio, March 16, 2000</ref> which reported that it was a widely held belief in the Radio industry was that the Dickey brothers orchestrated events that lead to the board's decision not to back the Internet project, placing Dickey at the helm of Cumulus, moving the Cumulus headquarters from Milwaukee to Atlanta and to Weening's ultimate resignation as an employee and director in January 2001.<ref>{{cite web|url=https://insidemusicmedia.com/what-happens-to-dickeys-posse-now/|title=What Happens To Dickey's Posse Now – Inside Music Media|website=insidemusicmedia.com|access-date=November 30, 2017}}</ref><ref>{{Cite news |date=January 29, 2001 |title=Weening leaves Cumulus Media |work=bizjournals.com |publisher=[[American City Business Journals]] |url=https://www.bizjournals.com/milwaukee/stories/2001/01/29/daily4.html |access-date=July 27, 2022}}</ref> According to public filings Weening, QUAESTUS management company and other Weening related interests sold their interests in Cumulus a year later in May 2002 at prices ranging from $17 to $21.50 per share not The $55 high but considerably higher than share prices after their sale.

The new CEO of Cumulus Media, as of September 2015 is Mary G Berner.<ref>{{cite press release |title=Cumulus Media Appoints Mary G. Berner Chief Executive Officer |url=http://www.prnewswire.com/news-releases/cumulus-media-appoints-mary-g-berner-chief-executive-officer-300150974.html |last= |first= |access-date=November 30, 2017 |agency=PR Newswire}}</ref><ref>{{cite web|url=http://www.cumulus.com/leadership/mary-g-berner.html|title=Cumulus Media|website=cumulus.com}}</ref>

In April 2016, [[Talk Radio Network]] filed a lawsuit against Cumulus Media and associated defendants, alleging "[[Competition law|antitrust]] violations, unfair competition, breach of contract and breach of fiduciary duty, among other claims", similar to a lawsuit launched in 2012 and dropped in 2014 by the same plaintiff.<ref name=":0">{{Cite web|url=http://www.insideradio.com/free/cumulus-seeks-dismissal-of-syndication-suit/article_2cb77b78-3a4c-11e6-bb14-7b6a286d5dcf.html|title=Cumulus Seeks Dismissal of Syndication Suit.|date=June 24, 2016 |access-date=June 28, 2016}}</ref> In June 2016, Cumulus Media and Westwood One moved to have the new suit dismissed.<ref name=":0" />

In June 2016, Cumulus Media announced the resignation of its executive vice president, treasurer and chief financial officer, Joseph P. Hannan, to "pursue other interests" after six years with the company, to be replaced by John F. Abbot.<ref>{{Cite press release|url=https://globenewswire.com/news-release/2016/06/22/850653/0/en/Cumulus-Media-Appoints-John-Abbot-as-Chief-Financial-Officer.html|title=Cumulus Media Appoints John Abbot as Chief Financial Officer|last=Cumulus Media|date=June 22, 2016|access-date=June 28, 2016}}</ref> It had previously been reported in April 2016 that Cumulus was "going to great lengths to keep two of its executives on board"<ref>{{Cite web |title=Cumulus aims to keep CFO and General Counsel on board with bonus offers |url=https://www.bizjournals.com/atlanta/news/2016/04/01/cumulus-aims-to-keep-cfo-and-general-counsel-on.html |access-date=August 7, 2019 |website=The Business Journals}}</ref> and that Hannan had been offered "a big bonus to stay" as incentive to remain with the company.<ref>{{Cite web|url=https://www.bizjournals.com/atlanta/news/2016/06/22/struggling-cumulus-media-loses-its-cfo.html|website=The Business Journals|access-date=August 7, 2019}}</ref> In October 2016, it was announced Hannan had taken the role of chief financial officer at programmatic advertising company, Social Reality, Inc. [NASDAQ: SRAX].<ref>{{Cite web|url=http://www.insideradio.com/free/cumulus-vet-hannan-secures-cfo-spot-at-ad-tech-company/article_f325c1e6-9705-11e6-8ca9-8f982b3bddf1.html|title=Cumulus Vet Hannan Secures CFO Spot at Ad Tech Company|last=Inside|first=Radio|date=October 20, 2016|website=Inside Radio}}</ref> Per SEC filings, Hannan would also "assist the company for several months to ensure a smooth transition".<ref>{{Cite web|url=https://www.sec.gov/Archives/edgar/data/1058623/000119312516628578/d289548dex991.htm|title=CUMULUS MEDIA APPOINTS JOHN ABBOT AS CHIEF FINANCIAL OFFICER|date=June 22, 2016|website=Securities & Exchange Commission}}</ref> Noble Financial Analyst Michael Kupinski was reported to say that the resignation of CFO JP Hannan for John Abbot was "not a good sign" for the company and as a result of the change, a restructuring was likely.<ref>{{Cite web|url=https://radioink.com/2016/06/23/analyst-new-cumulus-cfo-not-good-sign/|title=Analyst: New Cumulus CFO is Not a Good Sign|date=June 23, 2016|website=Radio Ink|access-date=August 7, 2019}}</ref>

===Chapter 11 bankruptcy===
On November 29, 2017, Cumulus filed for [[Chapter 11, Title 11, United States Code|Chapter 11 bankruptcy]] as part of a restructuring of the company.<ref>{{cite news |url=http://www.insideradio.com/cumulus-strikes-restructuring-deal-using-chapter-process/article_f40793d6-d549-11e7-ac29-83ec6bc006bf.html |title=Cumulus Strikes Restructuring Deal—Using Chapter 11 Process. |website=Insideradio.com |access-date=November 30, 2017  }}</ref> Cumulus exited bankruptcy on June 4, 2018.<ref>{{Cite web|url=https://www.paulweiss.com/practices/transactional/bankruptcy-corporate-reorganization?altTemplate=SubNews&article=cumulus-media-emerges-from-chapter-11&id=26571|title=Cumulus Media Emerges From Chapter 11|website=paulweiss.com|access-date=July 18, 2019}}</ref>

===Response to 2020 election fraud claims ===
On January 6, 2021, in response to [[attempts to overturn the 2020 United States presidential election]] and the [[2021 United States Capitol attack|U.S. Capitol attack]], Cumulus Media executives directed its on-air personalities to stop spreading misinformation about unsubstantiated claims of Biden stealing the election or face termination.<ref>{{cite news | last=Hsu | first=Tiffany | url=https://www.nytimes.com/2021/01/11/business/media/cumulus-election-fraud-bongino-levin.html | title=The talk radio network that airs Dan Bongino and Mark Levin warned staff to stop 'dog-whistle talk' | work=The New York Times | date=January 11, 2021 | access-date=January 15, 2021}}</ref><ref>{{cite news | url=https://www.washingtonpost.com/lifestyle/media/cumulus-radio-conservative-election-fraud/2021/01/11/e12ec46e-537c-11eb-a817-e5e7f8a406d6_story.html | title=Talk-radio owner orders conservative hosts to temper election fraud rhetoric | last=Farhi | first=Paul | date=January 15, 2021 | newspaper=[[The Washington Post]] | access-date=January 15, 2021}}</ref><ref>{{cite news |url=https://www.ajc.com/life/radiotvtalk-blog/cumulus-media-tells-its-conservative-talk-show-hosts-to-stop-talking-about-a-stolen-election/PE2VM6SQKBFBZBULQTFZLQUV7A/ | title=Cumulus Media tells its conservative talk show hosts to stop talking about a stolen election | website=Atlanta Journal-Constitution | access-date=January 11, 2021 }}</ref><ref>{{Cite news|url=https://meaww.com/who-runs-cumulus-media-warning-fire-hosts-election-fraud-capitol-riot-mary-berner|title=Who runs Cumulus Media? Talk-radio threatens to fire its conservative hosts if they discuss election fraud|website=MEAWW}}</ref>