CUMULUS MEDIA INC
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended
September 30, 2025
OR
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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
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of
Incorporation or Organization) |
(I.R.S. Employer
Identification No.) |
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| (Address of Principal Executive Offices) | (ZIP Code) | ||||||||||||||||
(
404
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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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| N/A | N/A | N/A | ||||||
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 | ¨ | |||||||||||||||||
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☑ | Smaller Reporting Company |
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| Emerging Growth Company |
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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 October 23, 2025, the registrant had 17,440,084 outstanding shares of common stock consisting of:
17,128,043
shares of Class A common stock and
312,041
shares of Class B common stock.
Cumulus Media Inc.
INDEX
2
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
Cumulus Media Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
See accompanying notes to the unaudited condensed consolidated financial statements.
| Dollars in thousands (except for share data) | September 30, 2025 | December 31, 2024 | |||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ |
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$ |
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Accounts receivable, less allowance for doubtful accounts of $
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| Trade receivable |
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| Assets held for sale |
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| Prepaid expenses and other current assets |
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| Total current assets |
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| Property and equipment, net |
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| Operating lease right-of-use assets |
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| Broadcast licenses |
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| Other intangible assets, net |
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| Other assets |
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| Total assets | $ |
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$ |
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| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued expenses | $ |
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$ |
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| Current portion of operating lease liabilities |
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| Trade payable |
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| Current portion of debt |
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| Total current liabilities |
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| Long-term debt |
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| Operating lease liabilities |
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| Financing liabilities, net |
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| Other liabilities |
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| Deferred income tax liabilities |
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| Total liabilities |
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| Commitments and contingencies (Note 10) |
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| Stockholders’ (deficit) equity: | |||||||||||
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Class A common stock, par value $
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Convertible Class B common stock, par value $
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Treasury stock, at cost,
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(
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(
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| Additional paid-in-capital |
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| Accumulated deficit |
(
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(
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| Total stockholders’ (deficit) equity |
(
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| Total liabilities and stockholders’ (deficit) equity | $ |
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$ |
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3
Cumulus Media Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| Dollars in thousands (except for share and per share data) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net revenue | $ |
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$ |
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$ |
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$ |
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| Operating expenses: | |||||||||||||||||||||||
| Content costs |
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| Selling, general and administrative expenses |
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| Depreciation and amortization |
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| Corporate expenses |
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| (Gain) loss on sale or disposal of assets or stations |
(
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(
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| Impairment of assets held for sale |
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| Total operating expenses |
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| Operating (loss) income |
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(
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| Non-operating expense: | |||||||||||||||||||||||
| Interest expense |
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(
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(
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| Interest income |
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| Gain on early extinguishment of debt |
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| Other (expense) income, net |
(
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| Total non-operating expense, net |
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| Loss before income taxes |
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| Income tax benefit (expense) |
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| Net loss | $ |
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$ |
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$ |
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$ |
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| Basic and diluted loss per common share (see "Note 9, Loss Per Share"): | |||||||||||||||||||||||
| Basic: Loss per share | $ |
(
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$ |
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$ |
(
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$ |
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| Diluted: Loss per share | $ |
(
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$ |
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$ |
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$ |
(
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| Weighted average basic common shares outstanding |
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| Weighted average diluted common shares outstanding |
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See accompanying notes to the unaudited condensed consolidated financial statements.
4
Cumulus Media Inc.
Condensed Consolidated Statements of Stockholders' (Deficit) Equity
(Unaudited)
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For the nine months ended September 30, 2025
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| Dollars in thousands |
Class A
Common Stock |
Class B
Common Stock |
Treasury
Stock |
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Number of
Shares |
Par
Value |
Number of
Shares |
Par
Value |
Number of
Shares |
Value |
Additional
Paid-In Capital |
Accumulated Deficit | Total | |||||||||||||||||||||||||||||||||||||||||||||
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Balance at December 31, 2024
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$ |
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$ |
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$ |
(
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$ |
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$ |
(
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$ |
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| Net loss | — | — | — | — | — | — | — |
(
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(
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| Shares returned in lieu of tax payments | — | — | — | — |
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(
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— | — |
(
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| Issuance of common stock |
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— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation expense | — | — | — | — | — | — |
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— |
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| Balance at March 31, 2025 |
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$ |
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$ |
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$ |
(
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$ |
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$ |
(
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$ |
(
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| Net loss | — | — | — | — | — | — | — |
(
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(
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| Stock based compensation expense | — | — | — | — | — | — |
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— |
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| Balance at June 30, 2025 |
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$ |
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$ |
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$ |
(
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$ |
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$ |
(
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$ |
(
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| Net loss | — | — | — | — | — | — | — |
(
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(
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| Stock based compensation expense | — | — | — | — | — | — |
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— |
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| Balance at September 30, 2025 |
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$ |
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$ |
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$ |
(
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$ |
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$ |
(
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$ |
(
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For the nine months ended September 30, 2024
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| Dollars in thousands |
Class A
Common Stock |
Class B
Common Stock |
Treasury
Stock |
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Number of
Shares |
Par
Value |
Number of
Shares |
Par
Value |
Number of
Shares |
Value |
Additional
Paid-In Capital |
Accumulated Deficit | Total | |||||||||||||||||||||||||||||||||||||||||||||
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Balance at December 31, 2023
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$ |
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$ |
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$ |
(
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$ |
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$ |
(
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$ |
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| Net loss | — | — | — | — | — | — | — |
(
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(
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| Shares returned in lieu of tax payments | — | — | — | — |
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(
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— | — |
(
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| Issuance of common stock |
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— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation expense | — | — | — | — | — | — |
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— |
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| Balance at March 31, 2024 |
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$ |
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$ |
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$ |
(
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$ |
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$ |
(
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$ |
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| Net loss | — | — | — | — | — | — | — |
(
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(
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| Shares returned in lieu of tax payments | — | — | — | — |
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(
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— | — |
(
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| Issuance of common stock |
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— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation expense | — | — | — | — | — | — |
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— |
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| Balance at June 30, 2024 |
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$ |
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$ |
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$ |
(
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$ |
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$ |
(
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$ |
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| Net income | — | — | — | — | — | — | — |
(
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(
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| Issuance of common stock |
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— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation expense | — | — | — | — | — | — |
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— |
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| Balance at September 30, 2024 |
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$ |
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$ |
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$ |
(
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$ |
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$ |
(
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$ |
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See accompanying notes to the unaudited condensed consolidated financial statements.
5
Cumulus Media Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Dollars in thousands | Nine Months Ended September 30, | ||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ |
(
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$ |
(
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| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation and amortization |
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| Amortization of debt issuance costs |
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| Amortization of debt discount |
(
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(
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| Provision for doubtful accounts |
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| (Gain) loss on sale or disposal of assets or stations |
(
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| Gain on sale of BMI |
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(
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| Gain on early extinguishment of debt |
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(
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| Impairment of assets held for sale |
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| Impairment of right-of-use assets |
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| Deferred income taxes |
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| Stock-based compensation expense |
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| Non-cash interest expense on financing liabilities |
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| Non-cash imputed rental income |
(
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(
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| Changes in assets and liabilities (excluding acquisitions and dispositions): | |||||||||||
| Accounts receivable |
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| Trade receivable |
(
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(
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| Prepaid expenses and other current assets |
(
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(
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| Operating leases, net |
(
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(
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| Other assets |
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| Accounts payable and accrued expenses |
(
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(
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| Trade payable |
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| Other liabilities |
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(
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| Net cash used in operating activities |
(
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(
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| Cash flows from investing activities: | |||||||||||
| Proceeds from sale of assets or stations |
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| Proceeds from sale of BMI |
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| Capital expenditures |
(
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(
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| Net cash used in investing activities |
(
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(
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| Cash flows from financing activities: | |||||||||||
| Repayments of borrowings under Senior Notes due 2026 |
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(
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| Borrowings under the 2020 revolving credit facility |
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Financing costs on Revolving Credit
Agreement
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(
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| Shares returned in lieu of tax payments |
(
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(
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| Repayments of financing liabilities |
(
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(
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| Repayments of finance lease obligations |
(
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(
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| Net cash provided by (used in) financing activities |
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(
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| Increase (decrease) in cash and cash equivalents |
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(
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| Cash and cash equivalents at beginning of period |
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| Cash and cash equivalents at end of period | $ |
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$ |
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See accompanying notes to the unaudited condensed consolidated financial statements.
6
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
(OTCQB: CMLS) is an audio-first media company delivering premium content to a quarter billion people every month — wherever and whenever they want it.
Cumulus Media engages listeners with high-quality local programming through
395
owned-and-operated radio stations across
84
markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, Infinity Sports Network, AP News, 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, an established and influential platform for 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
Segment Reporting
The Company has
one
operating and reportable segment and presents the comparative periods on a consolidated basis to reflect the
one
reportable segment. The Company’s Chief Executive Officer, its Chief Operating Decision Maker ("CODM"), is regularly provided financial information consistent with the Consolidated Statement of Operations presented within. Specifically, the CODM utilizes consolidated net loss and consolidated adjusted earnings before interest, taxes, depreciation, and amortization ("Adjusted EBITDA") as profitability measures for purposes of making operating decisions and assessing financial performance. Further, the CODM reviews and utilizes content costs, selling, general and administrative expenses, and corporate expenses at the consolidated level to manage the Company's operations. Other segment items included in consolidated net loss are depreciation and amortization, (gain) loss on sale or disposal of assets or stations, impairment of assets held for sale, interest expense, interest income, gain on early extinguishment of debt, other (expense) income, net and income tax benefit (expense) which are reflected in the Condensed Consolidated Statement of Operations.
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
7
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 nine months ended September 30, 2025 and 2024, the Company had no items of other comprehensive loss and, therefore, comprehensive loss does not differ from reported net loss.
Assets Held for Sale
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 nine months ended September 30, 2024.
Leases
Financing Liability
Included within the Financing liabilities, net, financial statement line item on the Company's Condensed Consolidated Balance Sheets as of September 30, 2025, is a sale leaseback for certain land and buildings in Culver City, CA, that did not qualify for sales recognition treatment. During the first quarter of 2025, the leaseback period expired and the Company renewed the lease for only
one
of the
three
buildings and related land. As a result, we removed $
12.3
million of fixed assets and related financing liability for the buildings and related land that were not renewed. No gain or loss was recognized on this non-cash transaction.
Liquidity
The Company incurred operating losses of $
65.6
million and $
52.2
million during the nine months ended September 30, 2025 and 2024, respectively. Additionally, in the first nine months of 2025, the Company's cash and cash equivalents decreased $
28.4
million, excluding the $
55.0
million draw on the 2020 Revolving Credit Facility (as defined below). As of September 30, 2025, the Company held $
90.4
million of cash and cash equivalents and had $
59.3
million outstanding on the $
125.0
million 2020 Revolving Credit Facility, including $
4.3
million of letters of credit. Availability under the 2020 Revolving Credit Facility is tied to a borrowing base and subject to excess availability provisions as discussed further below in "Note 5 — Debt".
8
Although there remains uncertainty related to the current macroeconomic conditions on the Company's future results, we believe our business model, current cash reserves and borrowings from time to time under the 2020 Revolving Credit Facility (or any such other credit facility as may be in place at the appropriate time) will allow us to manage our business and anticipated liquidity needs for at least the next twelve months. This expectation is based on a number of assumptions, including the performance of our business model, successful execution of our operating plans, and current macroeconomic forecasts. If these assumptions are not realized or if macroeconomic conditions deteriorate materially, our cash flows could be adversely affected and could require us to develop and implement alternative plans to satisfy our liquidity needs, the success of which may be uncertain.
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 nine months ended September 30, 2025 and 2024 (dollars in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Interest paid | $ |
|
$ |
|
|||||||
| Income taxes (refunded) paid |
(
|
|
|||||||||
| Supplemental disclosures of non-cash flow information: | |||||||||||
| Trade revenue | $ |
|
$ |
|
|||||||
| Trade expense |
|
|
|||||||||
| Noncash principal change in financing liabilities |
(
|
|
|||||||||
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 — Debt" for further discussion of the exchange offers.
New Accounting Pronouncements
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. The Company will adopt this standard beginning with the 2025 annual period and is currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.
ASU 2024-03 - Income Statement (Subtopic 220-40): Disaggregation of Income Statement Expenses
("ASU 2024-03")
.
In November 2024, the FASB issued ASU 2024-03. ASU 2024-03 requires enhanced disclosures about a business entity's expenses, includes enhanced interim disclosure requirements, and requires additional disclosure about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 allows for either a prospective or retrospective approach on adoption. The Company is currently evaluating the impact of ASU 2024-03 on our financial statement disclosures.
ASU 2025-06 - Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software
("ASU 2025-06"). In September 2025, the FASB issued ASU 2025-06, which updates the accounting for internal-use software by removing project stage references and introduces a new capitalization threshold based on management authorization and project completion probability. The guidance requires evaluation of significant development uncertainty, including novel functionality and unresolved performance requirements. ASU 2025-06 also requires website-specific development costs to be evaluated under the same framework as other internal-use software and clarifies that capitalized internal-use software costs are subject to the property, plant and equipment disclosure requirements under ASC 360-10. The amendments are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. ASU 2025-06 may be applied prospectively, retrospectively or on a modified transition approach with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-06 on our financial statement disclosures.
2.
Dispositions
9
Vertical Bridge Land Sale
On August 7, 2020, the Company entered into an agreement with Vertical Bridge for the sale of substantially all of the Company's broadcast communications tower sites and certain other related assets (the "Tower Sale"). The Company completed the initial closing of the Tower Sale on September 30, 2020. In connection with the Tower Sale, the Company entered into individual site leases for the continued use of substantially all of the tower sites that were included in the Tower Sale. As the terms of the Tower Sale arrangement contained a repurchase option, the leaseback was not accounted for as a sale. Accordingly, the carrying amount of the leased back assets remains on the Company's books and continues to be depreciated over their remaining useful lives and a financing liability was established for the proceeds of the sale. On July 24, 2025, Vertical Bridge sold a portion of land underlying one of the sites that was included as a leased back asset under the Tower Sale. The Company is entitled to receive $
1.7
million of cash proceeds from the sale which was recorded as a receivable under the prepaid expenses and other current assets line item of the Company's unaudited Condensed Consolidated Balance Sheets as of September 30, 2025.
Concurrent with the closing of the sale, the Company's option to repurchase the land lapsed. As such, we derecognized the carrying amount of the land parcel and related financing liability. These amounts were not material. Additionally, the Company recorded a gain of $
2.0
million on the sale in the Gain on sale or disposal of assets or stations financial statement line item of the Company's unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025.
Vertical Bridge Site Terminations
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 September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Broadcast radio revenue: | |||||||||||
| Spot | $ |
|
$ |
|
|||||||
| Network |
|
|
|||||||||
| Total broadcast radio revenue |
|
|
|||||||||
| Digital |
|
|
|||||||||
| Other |
|
|
|||||||||
| Net revenue | $ |
|
$ |
|
|||||||
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Broadcast radio revenue: | |||||||||||
| Spot | $ |
|
$ |
|
|||||||
| Network |
|
|
|||||||||
| Total broadcast radio revenue |
|
|
|||||||||
| Digital |
|
|
|||||||||
| Other |
|
|
|||||||||
| Net revenue | $ |
|
$ |
|
|||||||
10
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 by offering 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
395
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, as well as website 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 revenue, and non-advertising revenue. Non-advertising revenue represents fees received for licensing network content, imputed tower rental income, satellite rental income, and proprietary software licensing.
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. Non-cash trade and barter expense is recorded when goods or services are consumed. For the three months ended September 30, 2025 and 2024, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $
16.9
million and $
14.5
million, respectively; and (2) trade and barter expenses of $
17.6
million and $
15.9
million, respectively. For the nine months ended September 30, 2025 and 2024, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $
52.9
million and $
47.9
million, respectively; and (2) trade and barter expenses of $
51.0
million and $
45.9
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 September 30, 2025 and December 31, 2024, the Company recorded an asset of approximately $
6.0
million and $
6.5
million, respectively, related to the unamortized portion of commission expense on new local direct revenue.
11
4.
Intangible Assets
The gross carrying amount and accumulated amortization of the Company’s intangible assets as of September 30, 2025 and December 31, 2024 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, 2024
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||
| Dispositions |
(
|
(
|
|
(
|
(
|
|||||||||||||||||||||||||||
|
Balance as of September 30, 2025
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||
| Accumulated Amortization | ||||||||||||||||||||||||||||||||
|
Balance as of December 31, 2024
|
$ | — | $ | — | $ |
(
|
$ |
(
|
$ |
(
|
||||||||||||||||||||||
| Amortization expense | — | — |
(
|
(
|
(
|
|||||||||||||||||||||||||||
| Dispositions | — | — |
|
|
|
|||||||||||||||||||||||||||
|
Balance as of September 30, 2025
|
$ | — | $ | — | $ |
(
|
$ |
(
|
$ |
(
|
||||||||||||||||||||||
|
Net Book Value as of September 30, 2025
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||
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 nine months ended September 30, 2025 and 2024, 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.
12
5.
Debt
The following table summarizes the Company’s short-term and long-term debt as of September 30, 2025 and December 31, 2024 (dollars in thousands):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Short-Term Debt | |||||||||||
| Term Loan due 2026 | $ |
|
$ |
|
|||||||
| Senior Notes due 2026 |
|
|
|||||||||
| Less: unamortized debt issuance costs |
(
|
|
|||||||||
| Total short-term debt, net | $ |
|
$ |
|
|||||||
| Long-Term Debt | |||||||||||
| Term Loan due 2026 | $ |
|
$ |
|
|||||||
| Senior Notes due 2026 |
|
|
|||||||||
|
Term Loan due 2029
(1)
|
|
|
|||||||||
|
Senior Notes due 2029
(2)
|
|
|
|||||||||
| 2020 Revolving Credit Facility |
|
|
|||||||||
| Less: unamortized debt issuance costs |
(
|
(
|
|||||||||
| Total long-term debt, net | $ |
|
$ |
|
|||||||
Future maturities of the Company's debt obligations as of September 30, 2025 are as follows (dollars in thousands):
| 2025 | $ |
|
|||
| 2026 |
|
||||
| 2027 |
|
||||
| 2028 |
|
||||
|
2029
(1) (2)
|
|
||||
| Thereafter |
|
||||
| Total | $ |
|
|||
(1)
As a result of the Exchange Offer (as defined below), $
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 September 30, 2025, $
12.5
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 September 30, 2025, $
12.6
million of the difference is unamortized.
2026 Credit Agreement (Term Loan due 2026)
On September 26, 2019, the Company entered into a new 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 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 "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").
Amounts outstanding under the 2026 Credit Agreement bear 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 defined below). 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) Term SOFR plus
1.00
%. As of September 30, 2025, the Term Loan due 2026 bore interest at a rate of
8.03
% per annum.
The maturity date of the Term Loan due 2026 is March 31, 2026.
13
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.
As of September 30, 2025, 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) 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 September 30, 2025, the Term Loan due 2029 bore interest at a rate of
9.32
% 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 September 30, 2025, 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 (together with the Borrowers, the "Loan Parties") 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 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
14
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 $
15.0
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.
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.
Borrowings under the 2020 Revolving Credit Facility bear interest, at the option of Holdings, based on SOFR plus (i) a credit adjustment spread of
0.10
% and (ii) an applicable margin 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 September 30, 2025, $
59.3
million was outstanding under the 2020 Revolving Credit Facility, representing a draw of $
55.0
million and $
4.3
million of letters of credit. As of September 30, 2025, 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.
As of September 30, 2025, 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.
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.
15
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 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 September 30, 2025, Holdings was in compliance with all required covenants under the 2029 Notes Indenture.
The Senior Notes due 2026 and 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 2026 or 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.
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):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Term Loan due 2026: | |||||||||||
| Gross value | $ |
|
$ |
|
|||||||
| Fair value - Level 2 | $ |
|
$ |
|
|||||||
| Term Loan due 2029: | |||||||||||
| Gross value | $ |
|
$ |
|
|||||||
| Fair value - Level 2 | $ |
|
$ |
|
|||||||
| Senior Notes due 2026: | |||||||||||
| Gross value | $ |
|
$ |
|
|||||||
| Fair value - Level 2 | $ |
|
$ |
|
|||||||
| Senior Notes due 2029: | |||||||||||
| Gross value | $ |
|
$ |
|
|||||||
| Fair value - Level 2 | $ |
|
$ |
|
|||||||
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 cash equivalents approximates fair value.
The following table details the fair value measurements of the Company's investments as of September 30, 2025 and December 31, 2024 (dollars in thousands):
| Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||||||||
| September 30, 2025 | December 31, 2024 | September 30, 2025 | December 31, 2024 | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||
| Cash equivalents | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||
16
7.
Income Taxes
For the three months ended September 30, 2025, the Company recorded an income tax benefit of $
0.2
million on pre-tax book loss of $
20.6
million, resulting in an effective tax rate of approximately
0.8
%. For the three months ended September 30, 2024, the Company recorded an immaterial income tax benefit on pre-tax book loss of $
10.4
million, resulting in an effective tax rate of approximately
0.4
%.
For the nine months ended September 30, 2025, the Company recorded an income tax expense of $
1.9
million on pre-tax book loss of $
63.7
million, resulting in an effective tax rate of approximately (
2.9
)%. For the nine months ended September 30, 2024, the Company recorded an income tax expense of $
2.2
million on pre-tax book loss of $
49.9
million, resulting in an effective tax rate of approximately (
4.5
)%.
The differences between the effective tax rates and the federal statutory rate of
21.0
% for the three and nine month periods ended September 30, 2025 and 2024, 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 September 30, 2025 and December 31, 2024, 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 September 30, 2025, the Company had
23,255,195
aggregate issued shares of common stock, and
17,440,084
outstanding shares consisting of: (i)
22,943,154
issued shares and
17,128,043
outstanding shares designated as Class A common stock; and (ii)
312,041
issued and outstanding shares designated as Class B common stock.
Share Repurchase Program
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 expired on May 15, 2025 and superseded and replaced our Prior Share Repurchase Authorization, which expired on November 3, 2023 (the "Prior Share Repurchase Authorization"). The repurchase program did not require the Company to repurchase a minimum number of shares. 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 — Debt" for further discussion of the restrictions in our debt agreements.
During the nine months ended September 30, 2025 and 2024, the Company did not repurchase any shares of its outstanding Class A Common stock in the open market.
17
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 nine months ended September 30, 2025 and 2024, given the net loss attributable to the Company's 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 September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Basic Loss Per Share | |||||||||||
| Numerator: | |||||||||||
| Undistributed net loss from operations | $ |
(
|
$ |
(
|
|||||||
| Basic net loss attributable to common shares | $ |
(
|
$ |
(
|
|||||||
| Denominator: | |||||||||||
| Basic weighted average shares outstanding |
|
|
|||||||||
| Basic undistributed net loss per share attributable to common shares | $ |
(
|
$ |
(
|
|||||||
| Diluted Loss Per Share | |||||||||||
| Numerator: | |||||||||||
| Undistributed net loss from operations | $ |
(
|
$ |
(
|
|||||||
| Diluted net loss attributable to common shares | $ |
(
|
$ |
(
|
|||||||
| Denominator: | |||||||||||
| Basic weighted average shares outstanding |
|
|
|||||||||
| Effect of dilutive options and restricted share units |
|
|
|||||||||
| Diluted weighted average shares outstanding |
|
|
|||||||||
| Diluted undistributed net loss per share attributable to common shares | $ |
(
|
$ |
(
|
|||||||
18
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Basic Loss Per Share | |||||||||||
| Numerator: | |||||||||||
| Undistributed net loss from operations | $ |
(
|
$ |
(
|
|||||||
| Basic net loss attributable to common shares | $ |
(
|
$ |
(
|
|||||||
| Denominator: | |||||||||||
| Basic weighted average shares outstanding |
|
|
|||||||||
| Basic undistributed net loss per share attributable to common shares | $ |
(
|
$ |
(
|
|||||||
| Diluted Loss Per Share | |||||||||||
| Numerator: | |||||||||||
| Undistributed net loss from operations | $ |
(
|
$ |
(
|
|||||||
| Diluted net loss attributable to common shares | $ |
(
|
$ |
(
|
|||||||
| Denominator: | |||||||||||
| Basic weighted average shares outstanding |
|
|
|||||||||
| Effect of dilutive options and restricted share units |
|
|
|||||||||
| Diluted weighted average shares outstanding |
|
|
|||||||||
| Diluted undistributed net loss per share attributable to common shares | $ |
(
|
$ |
(
|
|||||||
10.
Commitments and Contingencies
Royalty Agreements
We must pay royalties to song composers and publishers whenever we broadcast copyrighted musical compositions in accordance with U.S. copyright law. Such copyright owners of musical compositions most often rely on intermediaries known as performing rights organizations ("PROs") to negotiate licenses with copyright users for the public performance of their compositions, collect royalties under such licenses and distribute them to copyright owners. We have obtained public performance licenses from, and pay license fees to, the
four
major PROs in the U.S., which include the American Society of Composers, Authors and Publishers ("ASCAP") and Broadcast Music, Inc. ("BMI").
On August 19, 2025, the Radio Music Licensing Committee (“RMLC”), of which the Company is a represented participant, announced (as did each of ASCAP and BMI, respectively) that RMLC had entered into separate settlement agreements with each of ASCAP and BMI to resolve rate-setting proceedings pending in the United States District Court for the Southern District of New York. The settlements establish final license fee rates which apply retroactively for the period from January 1, 2022 through December 31, 2029.
During the third quarter of 2025, the Company accrued an aggregate of $
8.0
million related to the ASCAP and BMI settlements in the Corporate expenses financial statement line item of the Company's Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025.
Legal Proceedings
We currently are, 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,
19
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.
The Company currently is, and expects that from time to time in the future it will be, party to, or a defendant in, various other claims or lawsuits that are generally incidental to its business. The Company expects that it will vigorously contest any such claims or lawsuits and believes that the ultimate resolution of any such known claim or lawsuit will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.
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, 2024 ("2024 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 2024 Form 10-K, Part II, "Item 1A. Risk Factors," and elsewhere in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, 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 2024 Form 10-K.
Transition to the OTC Markets
As previously disclosed in our Current Report on Form 8-K filed on April 23, 2025, shares of our Class A common stock were suspended from trading on the Nasdaq Global Market at the open of business on May 2, 2025, because the Company was not in compliance with Nasdaq Listing Rules 5450(a)(2) and 5450(b)(1)(A). At the open of business on May 2, 2025, the Company’s Class A common stock began trading on the OTC Markets’ OTCQB® market tier.
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 a 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, 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.
20
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 September 30, | ||||||||||||||||||||||||||
| 2025 | 2024 |
2025 vs 2024 Change
|
||||||||||||||||||||||||
| $ | % | |||||||||||||||||||||||||
| STATEMENT OF OPERATIONS DATA: | ||||||||||||||||||||||||||
| Net revenue | $ | 180,255 | $ | 203,598 | $ | (23,343) | (11.5) | % | ||||||||||||||||||
| Content costs | 60,251 | 76,368 | (16,117) | (21.1) | % | |||||||||||||||||||||
| Selling, general and administrative expenses | 93,797 | 93,890 | (93) | (0.1) | % | |||||||||||||||||||||
| Depreciation and amortization | 12,726 | 14,721 | (1,995) | (13.6) | % | |||||||||||||||||||||
| Corporate expenses | 20,656 | 11,934 | 8,722 | 73.1 | % | |||||||||||||||||||||
| (Gain) loss on sale or disposal of assets or stations | (2,866) | 6 | (2,872) | N/A | ||||||||||||||||||||||
| Operating (loss) income | (4,309) | 6,679 | (10,988) | N/A | ||||||||||||||||||||||
| Interest expense | (16,612) | (17,043) | 431 | 2.5 | % | |||||||||||||||||||||
| Interest income | 377 | 34 | 343 | 1,008.8 | % | |||||||||||||||||||||
| Other expense, net | (30) | (32) | 2 | (6.3) | % | |||||||||||||||||||||
| Loss before income taxes | (20,574) | (10,362) | (10,212) | (98.6) | % | |||||||||||||||||||||
| Income tax benefit | 167 | 41 | 126 | 307.3 | % | |||||||||||||||||||||
| Net loss | $ | (20,407) | $ | (10,321) | $ | (10,086) | (97.7) | % | ||||||||||||||||||
| KEY NON-GAAP FINANCIAL METRIC: | ||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 16,653 | $ | 24,051 | $ | (7,398) | (30.8) | % | ||||||||||||||||||
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2025 | 2024 |
2025 vs 2024 Change
|
||||||||||||||||||||||||
| $ | % | |||||||||||||||||||||||||
| STATEMENT OF OPERATIONS DATA: | ||||||||||||||||||||||||||
| Net revenue | $ | 553,621 | $ | 608,500 | $ | (54,879) | (9.0) | % | ||||||||||||||||||
| Content costs | 199,008 | 235,056 | (36,048) | (15.3) | % | |||||||||||||||||||||
| Selling, general and administrative expenses | 280,403 | 283,009 | (2,606) | (0.9) | % | |||||||||||||||||||||
| Depreciation and amortization | 41,516 | 44,270 | (2,754) | (6.2) | % | |||||||||||||||||||||
| Corporate expenses | 49,423 | 59,483 | (10,060) | (16.9) | % | |||||||||||||||||||||
| (Gain) loss on sale or disposal of assets or stations | (2,744) | 60 | (2,804) | N/A | ||||||||||||||||||||||
| Impairment of assets held for sale | 1,420 | — | 1,420 | N/A | ||||||||||||||||||||||
| Operating loss | (15,405) | (13,378) | (2,027) | (15.2) | % | |||||||||||||||||||||
| Interest expense | (48,941) | (52,029) | 3,088 | 5.9 | % | |||||||||||||||||||||
| Interest income | 665 | 526 | 139 | 26.4 | % | |||||||||||||||||||||
| Gain on early extinguishment of debt | — | 170 | (170) | N/A | ||||||||||||||||||||||
| Other (expense) income, net | (62) | 14,774 | (14,836) | N/A | ||||||||||||||||||||||
| Loss before income taxes | (63,743) | (49,937) | (13,806) | (27.6) | % | |||||||||||||||||||||
| Income tax expense | (1,852) | (2,237) | 385 | 17.2 | % | |||||||||||||||||||||
| Net loss | $ | (65,595) | $ | (52,174) | $ | (13,421) | (25.7) | % | ||||||||||||||||||
| KEY NON-GAAP FINANCIAL METRIC: | ||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 42,530 | $ | 57,669 | $ | (15,139) | (26.3) | % | ||||||||||||||||||
21
Three Months Ended September 30, 2025 compared to the Three Months Ended September 30, 2024
Net Revenue
Net revenue for the three months ended September 30, 2025, compared to net revenue for the three months ended September 30, 2024, decreased $23.3 million, or 11.5%. The decrease was primarily driven by a reduction in spot and network revenues of $12.7 million and $11.2 million, respectively, resulting from current macroeconomic conditions. In addition, digital revenue decreased $1.1 million largely driven by lower podcasting revenue from the loss of certain podcast relationships in 2025 and lower streaming revenues, which were partially offset by growth in digital marketing services. Lastly, other revenue increased $1.7 million primarily from higher trade and barter revenues.
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 September 30, 2025, compared to content costs for the three months ended September 30, 2024, decreased $16.1 million, or 21.1%, primarily resulting from a reduction in revenue share expenses, decreased personnel costs including incentive-based compensation, reduced broadcast rights resulting from a contract renegotiation, and lower third-party station inventory costs. These decreases were partially offset by higher digital expense.
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 September 30, 2025, compared to selling, general and administrative expenses for the three months ended September 30, 2024, decreased $0.1 million, or 0.1%. Selling, general and administrative expenses decreased slightly as lower personnel costs and reduced rent and facility expenses resulting from actions taken to reduce our real estate footprint were almost entirely offset by higher trade and bad debt expenses.
Depreciation and Amortization
Depreciation and amortization expense for the three months ended September 30, 2025, as compared to depreciation and amortization expense for the three months ended September 30, 2024 decreased $2.0 million, or 13.6%. Depreciation and amortization expenses decreased primarily as a result of assets that were fully depreciated in 2025.
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 September 30, 2025, compared to corporate expenses for the three months ended September 30, 2024, increased $8.7 million, or 73.1%. Corporate expenses increased primarily from $8.0 million of royalty settlements recorded during the third quarter of 2025 and increased restructuring charges. These increases were partially offset by lower stock compensation expense in 2025.
(Gain) Loss on Sale or Disposal of Assets or Stations
The gain on sale or disposal of assets or stations for the three months ended September 30, 2025, was primarily related to the Company's tower sale-leaseback arrangement with Vertical Bridge, including a $2.0 million gain from Vertical Bridge's sale of land and a $1.2 million gain from the termination of certain site leases. See Part I, "Item 1 — Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements — Note 2 — Dispositions," for further discussion of the land sale and site terminations.
The loss on sale or disposal of assets or stations for the three months ended September 30, 2024, was not material.
22
Interest Expense
Total interest expense for the three months ended September 30, 2025, decreased $0.4 million, or 2.5%, when compared to the total interest expense for the three months ended September 30, 2024. The below table details the components of our interest expense by debt instrument (dollars in thousands):
| Three Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | $ Change | |||||||||||||||
| Term Loan due 2026 | $ | 25 | $ | 28 | $ | (3) | |||||||||||
| Term Loan due 2029 | 7,410 | 8,050 | (640) | ||||||||||||||
| Senior Notes due 2026 | 383 | 383 | — | ||||||||||||||
| 2020 Revolving Credit Facility | 761 | — | 761 | ||||||||||||||
| Senior Notes due 2029 | 6,127 | 6,127 | — | ||||||||||||||
| Financing liabilities | 3,135 | 3,551 | (416) | ||||||||||||||
| Amortization of debt discount | (1,489) | (1,370) | (119) | ||||||||||||||
| Other, including amortization of debt issuance costs | 260 | 274 | (14) | ||||||||||||||
| Interest expense | $ | 16,612 | $ | 17,043 | $ | (431) | |||||||||||
Income Tax (Expense) Benefit
For the three months ended September 30, 2025, the Company recorded an income tax benefit of $0.2 million on pre-tax book loss of $20.6 million, resulting in an effective tax rate of approximately 0.8%. For the three months ended September 30, 2024, the Company recorded an immaterial income tax benefit on pre-tax book loss of $10.4 million, resulting in an effective tax rate of approximately 0.4%.
The differences between the effective tax rates and the federal statutory rate of 21.0% for the three month periods ended September 30, 2025 and 2024, primarily relate to the valuation allowance recognized, state and local income taxes, and the effect of certain statutory non-deductible expenses.
Net Loss and Adjusted EBITDA
As a result of the factors described above, the Company recorded net losses of $20.4 million and $10.3 million for the three months ended September 30, 2025, and 2024, respectively. Adjusted EBITDA of $16.7 million for the three months ended September 30, 2025, compared to the Adjusted EBITDA of $24.1 million for the three months ended September 30, 2024, decreased $7.4 million.
Nine Months Ended September 30, 2025 compared to the Nine Months Ended September 30, 2024
Net Revenue
Net revenue for the nine months ended September 30, 2025, compared to net revenue for the nine months ended September 30, 2024, decreased $54.9 million, or 9.0%. The decrease was primarily driven by a reduction in spot and network revenues of $32.9 million and $23.5 million, respectively, resulting from current macroeconomic conditions. These decreases were partially offset by $1.1 million of higher other revenue, resulting from increased trade and barter revenues reduced by lower affiliate fee, event and remote revenues. Digital revenue increased $0.5 million primarily from growth in digital marketing services, which was partially offset by lower podcasting revenue from the loss of certain podcast relationships in 2025.
Content Costs
Content costs consist of all costs related to the licensing, acquisition and development of our programming. Content costs for the nine months ended September 30, 2025, compared to content costs for the nine months ended September 30, 2024, decreased $36.0 million, or 15.3%, primarily as a result of lower revenue share expenses, decreased personnel costs including incentive-based compensation, lower broadcast rights expense resulting from a contract renegotiation, and lower third-party station inventory costs. These decreases were partially offset by higher digital expenses, 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
23
content across our platform and overhead in our markets. Selling, general and administrative expenses for the nine months ended September 30, 2025, compared to selling, general and administrative expenses for the nine months ended September 30, 2024, decreased $2.6 million, or 0.9%. Selling, general and administrative expenses decreased primarily from lower personnel costs, including incentive-based compensation, and lower rent and facilities expenses arising from actions taken to reduce our real estate footprint. These decreases were partially offset by higher trade expense, increased health insurance claims, and higher bad debt expense in 2025.
Depreciation and Amortization
Depreciation and amortization expense for the nine months ended September 30, 2025, as compared to depreciation and amortization expense for the nine months ended September 30, 2024, decreased $2.8 million, or 6.2%. Depreciation and amortization expenses decreased primarily as a result of assets that were fully depreciated in 2025.
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 nine months ended September 30, 2025, compared to corporate expenses for the nine months ended September 30, 2024, decreased $10.1 million, or 16.9%. Corporate expenses decreased primarily from lower debt exchange costs ($16.4 million in 2024), reduced stock compensation expense and lower personnel costs. These decreases were partially offset by $8.0 million of royalty settlements recorded in 2025 and increased restructuring charges primarily related to employee severance.
(Gain) Loss on Sale or Disposal of Assets or Stations
The gain on sale or disposal of assets or stations for the nine months ended September 30, 2025, was primarily related to the Company's tower sale-leaseback arrangement with Vertical Bridge, including a $2.0 million gain from Vertical Bridge's sale of land and a $1.2 million gain from the termination of certain site leases. See Part I, "Item 1 — Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements — Note 2 — Dispositions," for further discussion of the land sale and site terminations.
The loss on sale or disposal of assets or stations for the nine months ended September 30, 2025, was not material.
Impairment of assets held for sale
During the second quarter of 2025, the Company entered into agreements to sell certain assets, including land and a building in Nashville, Tennessee. For the nine months ended September 30, 2025, the Company recorded a $1.4 million impairment to adjust the carrying amount of the assets to fair value less estimated costs to sell. The impairment is included in the Impairment of assets held for sale financial statement line item in the Company's unaudited Condensed Consolidated Statements of Operations.
24
Interest Expense
Total interest expense for the nine months ended September 30, 2025, decreased $3.1 million, or 5.9%, when compared to the total interest expense for the nine months ended September 30, 2024. The below table details the components of our interest expense by debt instrument (dollars in thousands):
| Nine Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | $ Change | |||||||||||||||
| Term Loan due 2026 | $ | 75 | $ | 10,423 | $ | (10,348) | |||||||||||
| Term Loan due 2029 | 22,049 | 13,554 | 8,495 | ||||||||||||||
| Senior Notes due 2026 | 1,149 | 8,493 | (7,344) | ||||||||||||||
| 2020 Revolving Credit Facility | 1,224 | — | 1,224 | ||||||||||||||
| Senior Notes due 2029 | 18,314 | 10,144 | 8,170 | ||||||||||||||
| Financing liabilities | 9,712 | 10,545 | (833) | ||||||||||||||
| Amortization of debt discount | (4,383) | (2,261) | (2,122) | ||||||||||||||
| Other, including amortization of debt issuance costs | 801 | 1,131 | (330) | ||||||||||||||
| Interest expense | $ | 48,941 | $ | 52,029 | $ | (3,088) | |||||||||||
Other (Expense) Income
Other expense for the nine months ended September 30, 2025, was not material.
Other income for the nine months ended September 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.
Income Tax Expense
For the nine months ended September 30, 2025, the Company recorded an income tax expense of $1.9 million on pre-tax book loss of $63.7 million, resulting in an effective tax rate of approximately (2.9)%. For the nine months ended September 30, 2024, the Company recorded an income tax expense of $2.2 million on pre-tax book loss of $49.9 million, resulting in an effective tax rate of approximately (4.5)%.
The differences between the effective tax rates and the federal statutory rate of 21.0% for the nine month periods ended September 30, 2025 and 2024, primarily relate to the valuation allowance recognized, state and local income taxes, and the effect of certain statutory non-deductible expenses.
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Net Loss and Adjusted EBITDA
As a result of the factors described above, the Company recorded net losses of $65.6 million and $52.2 million for the nine months ended September 30, 2025, and 2024, respectively. Adjusted EBITDA of $42.5 million for the nine months ended September 30, 2025, compared to the Adjusted EBITDA of $57.7 million for the nine months ended September 30, 2024, decreased $15.1 million.
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 September 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| GAAP net loss | $ | (20,407) | $ | (10,321) | ||||||||||
| Income tax benefit | (167) | (41) | ||||||||||||
| Non-operating expense, net (includes net interest expense) | 16,265 | 17,041 | ||||||||||||
| Depreciation and amortization | 12,726 | 14,721 | ||||||||||||
| Stock-based compensation expense | 577 | 1,049 | ||||||||||||
| (Gain) loss on sale or disposal of assets or stations | (2,866) | 6 | ||||||||||||
| Restructuring costs | 1,732 | 357 | ||||||||||||
| Debt exchange costs | — | 98 | ||||||||||||
| Non-routine legal expenses | 8,623 | 960 | ||||||||||||
| Franchise taxes | 170 | 181 | ||||||||||||
| Adjusted EBITDA | $ | 16,653 | $ | 24,051 | ||||||||||
| Nine Months Ended September 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| GAAP net loss | $ | (65,595) | $ | (52,174) | ||||||||||
| Income tax expense | 1,852 | 2,237 | ||||||||||||
| Non-operating expense, net (includes net interest expense) | 48,338 | 36,729 | ||||||||||||
| Depreciation and amortization | 41,516 | 44,270 | ||||||||||||
| Stock-based compensation expense | 2,000 | 3,457 | ||||||||||||
| (Gain) loss on sale or disposal of assets or stations | (2,744) | 60 | ||||||||||||
| Impairment of assets held for sale | 1,420 | — | ||||||||||||
| Gain on early extinguishment of debt | — | (170) | ||||||||||||
| Restructuring costs | 6,558 | 4,475 | ||||||||||||
| Debt exchange costs | — | 16,369 | ||||||||||||
| Non-routine legal expenses | 8,665 | 1,848 | ||||||||||||
| Franchise taxes | 520 | 568 | ||||||||||||
| Adjusted EBITDA | $ | 42,530 | $ | 57,669 | ||||||||||
Liquidity and Capital Resources
As of September 30, 2025, we had $90.4 million of cash and cash equivalents. The Company used $8.2 million and $20.1 million of cash for operating activities in the nine months ended September 30, 2025 and 2024, respectively.
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
26
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 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 September 30, 2025, 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 2025 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. This expectation is based on a number of assumptions, including the performance of our business model, successful execution of our operating plans, and current macroeconomic forecasts. If these assumptions are not realized or if macroeconomic conditions deteriorate materially, our cash flows could be adversely affected and could require us to develop and implement alternative plans to satisfy our liquidity needs, the success of which may be uncertain.
We continually monitor our capital structure, including with respect to anticipated longer-term capital needs, 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, Holdings 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 — Debt," for further discussion of the 2026 Credit Agreement.
2029 Credit Agreement (Term Loan Due 2029)
On May 2, 2024, Holdings completed its 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.
See Part I, "Item 1 — Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements — Note 5 — Debt," for further discussion of the Term Loan Exchange Offer.
2020 Revolving Credit Agreement
On March 6, 2020, we entered into the Revolving Credit Facility which was amended on June 3, 2022 (and further amended on May 2, 2024). See Part I, "Item 1 — Financial Statements — Notes to unaudited Condensed Consolidated Financial Statements — Note 5 — Debt," for further discussion of our 2020 Revolving Credit Agreement.
Senior Notes due 2026
27
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 — Debt," for further discussion of the indenture and the Senior Notes due 2026.
Senior Notes due 2029
On May 2, 2024, Holdings consummated its 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. See Part I, "Item 1 — Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements — Note 5 — Debt," for further discussion of the Notes Exchange Offer.
Share Repurchase Program
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 expired on May 15, 2025 and superseded and replaced our Prior Share Repurchase Authorization, which expired on November 3, 2023. The repurchase program did not require the Company to repurchase a minimum number of shares. 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 — Debt."
During the nine months ended September 30, 2025 and 2024, the Company did not repurchase any shares of its outstanding Class A Common stock in the open market.
Prior to its expiration, $25.0 million of the Company's outstanding Class A common stock remained available for repurchase under the share repurchase program, subject to restrictions under the terms of our debt agreements.
Royalty Agreements
We must pay royalties to song composers and publishers whenever we broadcast copyrighted musical compositions in accordance with U.S. copyright law. Such copyright owners of musical compositions most often rely on intermediaries known as performing rights organizations ("PROs") to negotiate licenses with copyright users for the public performance of their compositions, collect royalties under such licenses and distribute them to copyright owners. We have obtained public performance licenses from, and pay license fees to, the four major PROs in the U.S., which include the American Society of Composers, Authors and Publishers ("ASCAP") and Broadcast Music, Inc. ("BMI").
On August 19, 2025, the Radio Music Licensing Committee (“RMLC”), of which the Company is a represented participant, announced (as did each of ASCAP and BMI, respectively) that RMLC had entered into separate settlement agreements with each of ASCAP and BMI to resolve rate-setting proceedings pending in the United States District Court for the Southern District of New York. The settlements establish final license fee rates which apply retroactively for the period from January 1, 2022 through December 31, 2029.
During the third quarter of 2025, the Company accrued an aggregate of $8.0 million related to the ASCAP and BMI settlements in the Corporate expenses financial statement line item of the Company's Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025.
Cash Flows Used in Operating Activities
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (Dollars in thousands) | |||||||||||
| Net cash used in operating activities | $ | (8,186) | $ | (20,130) | |||||||
Net cash used in operating activities for the nine months ended September 30, 2025, compared to net cash used in operating activities for the nine months ended September 30, 2024, decreased primarily as a result of changes in working capital which were partially offset by lower operating results.
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Cash Flows Used in Investing Activities
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (Dollars in thousands) | |||||||||||
| Net cash used in investing activities | $ | (14,474) | $ | (979) | |||||||
For the nine months ended September 30, 2025, net cash used in investing activities consisted primarily of capital expenditures.
For the nine months ended September 30, 2024, net cash used in investing activities consists primarily of capital expenditures which were largely offset by proceeds from the BMI Sale.
Cash Flows Provided by (Used in) Financing Activities
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (Dollars in thousands) | |||||||||||
| Net cash provided by (used in) financing activities | $ | 49,238 | $ | (7,397) | |||||||
For the nine months ended September 30, 2025, net cash provided by financing activities primarily reflects $55.0 million of proceeds received from borrowings under the 2020 Revolving Credit Agreement slightly offset by repayments of financing obligations.
For the nine months ended September 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.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of September 30, 2025.
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, 2024. Our critical accounting policies and estimates have not changed materially during the nine months ended September 30, 2025.
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 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 September 30, 2025.
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 September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
29
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, 2024. 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 2024 Form 10-K and to Part II, Item 1A, "Risk Factors," in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 for information regarding known material risks that could materially affect our business, financial condition or future results. During the nine months ended September 30, 2025, 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
September 30, 2025
.
Item 6.
Exhibits
| Exhibit Number | Description | |||||||
| 31.1 * | ||||||||
| 31.2 * | ||||||||
| 32.1 * | ||||||||
| 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). | |||||||
| * | Filed or furnished herewith | |||||||
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. | |||||||||||
| October 30, 2025 | By: | /s/ Francisco J. Lopez-Balboa | |||||||||
| Francisco J. Lopez-Balboa | |||||||||||
| Executive Vice President, Chief Financial Officer | |||||||||||
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TABLE OF CONTENTS
Part I. Financial InformationItem 1. Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities, Use Of Proceeds, and Issuer Purchases Of Equity SecuritiesItem 5. Other InformationItem 6. Exhibits