Cumulus Media Inc.

04/10/2026 | Press release | Distributed by Public on 04/10/2026 06:03

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations
General Overview
The following discussion of our financial condition and results of operations should be read in conjunction with the other information contained in this Form 10-K, including our consolidated financial statements and notes thereto beginning on page F-2 in this Form 10-K, as well as the information set forth in Item 1A, "Risk Factors." This discussion, as well as various other sections of this Annual Report, contains and refers to statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such statements are any statements other than those of historical fact and relate to our intent, belief or current expectations primarily with respect to our future operating, financial and strategic performance. Any such forward-looking statements are not guarantees of future performance and may involve risks and uncertainties. Actual results may differ from those contained in or implied by the forward-looking statements as a result of various factors. See "Cautionary Statement Regarding Forward-Looking Statements" for further information.
For additional information about certain of the matters discussed and described in the following Management's Discussion and Analysis of Financial Condition and Results of Operations, including certain defined terms used herein, see the notes to the accompanying audited consolidated financial statements included elsewhere in this Form 10-K.
Current Bankruptcy Proceedings
On the Petition Date, the Debtors began filing their Chapter 11 Cases to implement the Plan and effectuate the Restructuring in accordance with the Restructuring Support Agreement and the ABL Commitment Letter. Certain direct and indirect subsidiaries of the Company did not file for Chapter 11 relief, including (a) eight companies that hold FCC Licenses and (b) two companies that are designated as "Non-Significant Subsidiaries" under the Debtors' prepetition debt documents. The Debtors also own interests in various joint ventures and partnerships, none of which are Debtors.
On March 4, 2026, prior to initiating filing of the Chapter 11 Cases, the Company commenced the Solicitation with a related Disclosure Statement. The Chapter 11 Cases are being jointly administered for administrative purposes only under the caption In re Cumulus Media Inc., et al, Case No. 26-90346 (ARP). The Debtors continue to operate their business as debtors-in-possession under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
On March 4, 2026, prior to launching the Solicitation, the Debtors entered into the Restructuring Support Agreement and the ABL Commitment Letter. As of March 31, 2026, the Consenting 2029 Holders that were party to the Restructuring Support Agreement held, in the aggregate, approximately 83% of the 2029 Term Loans and the Senior Notes due 2029. Pursuant to the Restructuring Support Agreement, the Consenting 2029 Holders have agreed, subject to certain terms and conditions, to, among other things, support the Plan.
On March 5, 2026, the Debtors filed the Plan with the Bankruptcy Court. The following is a summary of the material terms of the transactions contemplated by the Restructuring Support Agreement and the Plan (the "Restructuring Transactions"):
•all existing equity securities of the Company, including the Class A common stock and Class B common stock, shall be cancelled and the holders of such interests will not receive or retain any recovery or distribution;
•each holder of a claim under the Existing ABL Credit Facility shall receive its pro rata share of new loans under an amended and restated ABL Credit Agreement;
•each holder of a secured claim under the 2029 Credit Agreement and the 2029 Indenture shall receive its pro rata share of (a) the Exit Convertible Notes and (b) the New Common Stock issued by the Reorganized Company and/or the Special Warrants, which New Common Stock (inclusive of the shares issuable upon the full exercise of the Special Warrants) will constitute, in the aggregate, 95% of the New Common Stock issued on the Plan Effective Date, subject to dilution on account of the MIP Equity;
•each holder of claims under the 2026 Credit Agreement and 2026 Indenture (each, as defined below) and each holder of deficiency claims under the 2029 Credit Agreement and the 2029 Indenture shall receive its pro rata share of the
New Common Stock and/or Special Warrants, which New Common Stock (inclusive of the shares issuable upon the full exercise of the Special Warrants) will constitute, in the aggregate, 5% of the New Common Stock issued on the Plan Effective Date, subject to dilution on account of the MIP Equity;
•each holder of a General Unsecured Claim (as defined in the Plan) shall be paid in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to its claim; and
•certain other holders and creditors will receive treatment as detailed in the Plan.
The Restructuring Support Agreement contains various Milestones, or dates by which the Debtors are required to, among other things, obtain certain orders of the Bankruptcy Court and consummate the Restructuring Transactions, including the following:
•the Debtors shall launch the Solicitation by no later than March 4, 2026 (the "Solicitation Milestone");
•by no later than three days after the Petition Date, the Bankruptcy Court shall have entered an order setting the date of the hearing to confirm the Plan and an interim order approving the Company's use of cash collateral (the "Scheduling Milestone");
•by no later than 30 days after the Petition Date, the Bankruptcy Court shall have entered an order authorizing and approving the Company's use of cash collateral on a final basis and setting forth the terms and conditions for such use (the "Final Cash Collateral Order"); provided, that this Milestone may be extended by the Debtors by up to 25 days if the purpose of such extension is solely to align the hearing on the Final Cash Collateral Order with the hearing to consider confirmation of the Plan (the "Cash Collateral Milestone");
•by no later than 55 days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order; and
•by no later than 75 days after entry of the Confirmation Order, the Plan Effective Date shall have occurred; provided, that this Milestone may be extended by the Debtors by up to 120 days solely to the extent the Debtors have otherwise complied with the Restructuring Support Agreement and the definitive documents and all conditions to the Plan Effective Date have been satisfied other than (i) the receipt of required regulatory or other governmental approvals and (ii) any conditions that, by their nature, can only be satisfied on the Plan Effective Date.
The Debtors achieved the Solicitation Milestone upon filing the Chapter 11 Cases on March 4, 2026. On March 5, 2026, the Bankruptcy Court entered the Scheduling Order, satisfying the Scheduling Milestone. On March 25, 2026, the Bankruptcy Court entered the Final Cash Collateral Order, satisfying the Cash Collateral Milestone.
The filing of the Chapter 11 Cases also triggered events of default that accelerated the Debtors' obligations under the Debt Instruments. See "Liquidity and Capital Resources" for further information.
The Company does not expect any adverse operational impact from the Restructuring and plans to continue to operate and pay vendors and employees in the ordinary course of business as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. On March 5, 2026, the Debtors filed several "first day" motions seeking the Bankruptcy Court's approval to, among other things, pay prepetition employee wages, salaries, compensation, and benefits, honor certain obligations to on-air talent and other programming vendors, pay prepetition taxes and fees to government authorities, and pay certain trade creditors in the ordinary course of business. The Bankruptcy Court entered orders on March 5, 2026 granting the relief sought in the first day motions, which relief enables the Company to maintain its workforce, preserve critical vendor relationships, and conduct business operations without interruption during the Chapter 11 Cases.
On March 5, 2026, the Debtors filed a motion seeking authorization to reject certain unexpired leases that are no longer economically viable or necessary to the Company's operations. On March 30, 2026, the Bankruptcy Court entered an order authorizing the rejection of certain of these unexpired leases. All claims arising from the rejection of any unexpired lease, including lease rejection claims, will be treated as General Unsecured Claims under the Plan. The Debtors may seek Bankruptcy Court authorization to reject additional unexpired leases during the Chapter 11 Cases.
On the effective date of the Plan, our outstanding Class A common stock and Class B common stock will be canceled, released, discharged and extinguished and the Reorganized Company will issue the New Common Stock and warrants to purchase the New Common Stock, which will be distributed to debt holders. Under the Plan, the Reorganized Company does not intend to list the New Common Stock on the NYSE, NASDAQ or any other national securities exchange or over-the-
counter market, or be subject to reporting obligations under Sections 12(b), 12(g) or 15(d) of the Exchange Act, or similar statutory public reporting obligations, to the extent permitted by applicable law.
Although the Company intends to pursue the Restructuring in accordance with the terms in the Restructuring Support Agreement and the Plan, there can be no assurance that the Company will be successful in completing a restructuring or any similar transaction on the terms set forth in the Restructuring Support Agreement and the Plan, on different terms, or at all. Consummation of the Restructuring Transactions is subject to, among other things, approval of the Plan by the Bankruptcy Court and the satisfaction or waiver of certain conditions, including the receipt of approval from the FCC for the emergence of the debtors from Chapter 11 protection and their expected ownership. The Bankruptcy Court has scheduled a hearing to consider confirmation of the Plan to begin on April 15, 2026.
Court filings and information about the Chapter 11 Cases can be found at a website maintained by the Company's claims agent KCC/Verita Global, LLC at https://veritaglobal.net/cumulusmedia, by calling (877) 634-7177 (toll-free) or +(424) 236-7223 (international), or by submitting an inquiry at https://www.veritaglobal.net/cumulusmedia/inquiry. Such information is not part of this Annual Report on Form 10-K or any other report we file with, or furnish to, the Securities and Exchange Commission (the "SEC"). See "Risk Factors - Risks Related to the Restructuring" within Part I, Item 1A, and "Note 1, Basis of Presentation", for additional information about the Plan and the Chapter 11 Cases.
Our Business and Operating Overview
Cumulus Media 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 393 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, US Soccer, AP News, and the Academy of Country Music Awards, across more than 7,800 affiliated stations through Westwood One, a leading national audio network; 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.
We generate revenue across the following three major revenue streams:
Broadcast radio revenue.Most of our revenue is generated through the sale of terrestrial, broadcast radio spot advertising time to local, regional, and national clients. Local spot and regional spot advertising is sold by Cumulus-employed sales personnel. National spot advertising for our owned and operated stations is marketed and sold by both our internal national sales team and Katz Media Group, Inc., in an outsourced arrangement.
In addition to local, regional and national spot advertising revenues, we monetize our available inventory in the network sales marketplace. To effectively deliver network advertising for our customers, we distribute content and programming through third party affiliates in order to reach a broader national audience. Typically, in exchange for the right to broadcast radio network programming, third party affiliates remit a portion of their advertising time to us, which is then aggregated into packages focused on specific demographic groups and sold by us to our advertiser clients that want to reach those demographic groups on a national basis. Network advertising airing across our owned, operated and affiliated stations is sold by our internal sales team located across the U.S. to predominantly national and regional advertisers.
We strive to maximize revenue by managing our on-air inventory of advertising time and adjusting prices based on supply and demand. The optimal number of advertisements available for sale depends on the programming format of a particular radio program. Each program has a general target level of on-air inventory available for advertising. This target level of advertising inventory may vary at different times of the day but tends to remain stable over time. We seek to broaden our base of advertisers in each of our markets by providing a wide array of audience demographic segments across each cluster of stations, thereby providing potential advertisers with an effective means to reach a targeted demographic group. Our advertising contracts are generally short-term.
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 from the sale of 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 393 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, as well as website building and hosting, social media management, reputation management, listing management, and search engine optimization.
Other revenue. Other revenue includes trade and barter transactions, remote and event revenues, and non-advertising revenue. Non-advertising revenue represents fees received for licensing network content, imputed tower rental income, satellite rental income, and proprietary software licensing.
We continually evaluate opportunities to increase revenues through new platforms, including technology-based initiatives. As a result of those revenue increasing opportunities, our operating results in any period may be affected by the incurrence of advertising and promotion expenses that typically do not have an effect on revenue generation until future periods, if at all. In addition, as part of this evaluation we also from time to time reorganize and discontinue certain redundant and/or unprofitable content vehicles across our platform which we expect will impact our broadcast revenues in the future.
Seasonality and Cyclicality
Our advertising revenues vary by quarter throughout the year. As is typical with advertising revenue supported businesses, our first calendar quarter typically produces the lowest revenues of any quarter during the year, as advertising generally declines following the winter holidays. The fourth calendar quarter typically produces the highest revenues for the year. In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political candidates, political parties and special interest groups. Typically, this political spending is heaviest during the fourth quarter.
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 the chief operating decision maker and management allocate resources of the Company and analyze the performance of the Company as a whole. Management also uses this measure to determine the contribution of our core operations to the funding of our corporate resources utilized to manage our operations and our non-operating expenses including debt service and acquisitions. In addition, consolidated Adjusted EBITDA is a key metric for purposes of calculating and determining our compliance with certain covenants contained in our Refinanced Credit Agreement.
In determining Adjusted EBITDA, we exclude the following from net loss: interest, taxes, depreciation, amortization, stock-based compensation expense, gain or loss on the exchange, sale, or disposal of any assets or stations, 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.
Consolidated Results of Operations
Analysis of Consolidated Statements of Operations
The following selected data from our audited Consolidated Statements of Operations and other supplementary data provides information that our management believes is relevant to an assessment and understanding of our results of operations and financial condition. This discussion should be read in conjunction with our audited Consolidated Statements of Operations and notes thereto appearing elsewhere herein (dollars in thousands).
Year ended December 31, 2025
Year Ended December 31, 2024
2025 vs 2024 Change
$ %
STATEMENT OF OPERATIONS DATA:
Net revenue $ 741,695 $ 827,076 $ (85,381) -10.3 %
Content costs 271,341 324,245 (52,904) -16.3 %
Selling, general & administrative expenses 378,058 376,836 1,222 0.3 %
Depreciation and amortization 54,336 59,123 (4,787) -8.1 %
Corporate expenses 67,464 80,687 (13,223) -16.4 %
(Gain) loss on sale of assets or stations (2,616) 1,368 (3,984) N/A
Impairment of assets held for sale 1,420 - 1,420 N/A
Impairment of intangible assets 109,829 224,481 (114,652) -51.1 %
Operating loss (138,137) (239,664) 101,527 42.4 %
Interest expense (65,228) (68,775) 3,547 5.2 %
Interest income 995 531 464 87.4 %
Gain on early extinguishment of debt - 170 (170) N/A
Other (expense) income, net (108) 14,719 (14,827) N/A
Loss before income taxes (202,478) (293,019) 90,541 30.9 %
Income tax benefit 1,776 9,765 (7,989) -81.8 %
Net loss $ (200,702) $ (283,254) $ 82,552 29.1 %
KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA $ 52,006 $ 82,708 $ (30,702) -37.1 %
Year Ended December 31, 2025 compared to the Year Ended December 31, 2024
Net Revenue
Net revenue for the year ended December 31, 2025, compared to net revenue for the year ended December 31, 2024, decreased $85.4 million, or 10.3%. The decrease is primarily driven by reductions in spot and network revenues of $50.2 million and $39.4 million, respectively, as a result of current macroeconomic conditions and political advertising cyclicality. Digital revenue also decreased $2.9 million largely driven by lower podcasting revenue from the loss of certain podcast relationships in 2025 and lower political advertising, which were partially offset by growth in digital marketing services revenue. Other revenue grew $7.1 million primarily from increased trade and barter revenues reduced by lower affiliate fee, event and remote revenues.
Content Costs
Content costs consist of all costs related to the licensing, acquisition and development of our programming. Content costs for the year ended December 31, 2025, compared to content costs for the year ended December 31, 2024, decreased $52.9 million, or 16.3%, primarily resulting from 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 costs, which grew in line with digital marketing services revenue.
Selling, General & Administrative Expenses
Selling, general and administrative expenses consist of expenses related to our sales efforts, distribution of our content across our platform, overhead in our markets, and includes non-cash trade and barter expenses. Selling, general and administrative expenses for the year ended December 31, 2025, compared to selling, general and administrative expenses for the year ended December 31, 2024, increased $1.2 million, or 0.3%, primarily as a result of higher trade and barter expenses, which grew in line with the related revenues, and increased health insurance claims. These increases were partially offset by
reduced personnel costs, including incentive-based compensation, and lower rent and facilities expenses arising from actions taken to reduce our real estate footprint.
Depreciation and Amortization
Depreciation and amortization for the year ended December 31, 2025, compared to depreciation and amortization for the year ended December 31, 2024, decreased $4.8 million, or 8.1%, 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 are principally comprised of audit, consulting and outside legal services. Corporate expenses also include restructuring expenses and stock-based compensation expense. Corporate expenses for the year ended December 31, 2025, compared to Corporate expenses for the year ended December 31, 2024, decreased $13.2 million, or 16.4%. Corporate expenses decreased primarily from $16.4 million of debt exchange costs in 2024, lower restructuring costs, reduced personnel costs including incentive-based compensation and decreased stock compensation expense. These decreases were partially offset by $8.0 million of royalty settlements recorded in 2025 and higher legal fees.
(Gain) Loss on Sale or Disposal of Assets or Stations
The gain on sale or disposal of assets or stations for the year ended December 31, 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. These gains were partially offset by fixed asset dispositions and the surrender of several broadcast licenses. See Note 2 "Dispositions" in the notes to the accompanying audited consolidated financial statements included elsewhere in the Form 10-K for further discussion.
The loss on sale or disposal of assets or stations for the year ended December 31, 2024, of $1.4 million was primarily related to the surrender of broadcast licenses.
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 (the "Nashville Sale"). The Nashville Sale closed during the fourth quarter of 2025. For the year ended December 31, 2025, the Company recorded a $1.4 million impairment to adjust the carrying amount of assets held for sale 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 Consolidated Statements of Operations.
Impairment of Intangible Assets
The $109.8 million impairment of intangible assets for the year ended December 31, 2025, resulted from the annual impairment tests of our FCC licenses and trademarks. For the year-ended December 31, 2024, we recorded a $224.5 million impairment of our FCC licenses and trademarks. See Note 5, "Intangible Assets" in the notes to the accompanying audited consolidated financial statements included elsewhere in the Form 10-K for further discussion.
Interest Expense
Total interest expense for the year ended December 31, 2025, decreased $3.5 million or 5.2%, as compared to total interest expense for the year ended December 31, 2024. The below table details the components of our interest expense by debt instrument (dollars in thousands):
Year Ended December 31, 2025 Year Ended December 31, 2024
$ Change
Term Loan due 2026 $ 99 $ 10,449 $ (10,350)
Term Loan due 2029 29,270 21,373 7,897
Senior Notes due 2026 1,532 8,876 (7,344)
Senior Notes due 2029 24,442 16,272 8,170
2020 Revolving Credit Facility 1,985 - 1,985
Financing liabilities 12,743 14,066 (1,323)
Amortization of debt discount (5,904) (3,655) (2,249)
Other, including debt issue cost amortization and write-off 1,061 1,394 (333)
Interest expense $ 65,228 $ 68,775 $ (3,547)
Interest Income
Total interest income for the year ended December 31, 2025, increased $0.5 million, or 87.4%, as compared to total interest income for the year ended December 31, 2024. Interest income increased from additional investment in government money market funds during 2025.
Gain on Early Extinguishment of Debt
The gain on early extinguishment of debt for the year ended December 31, 2024, of $0.2 million was driven by the Company's repurchases of $0.5 million principal amount of the 6.75% Senior Secured First-Lien Notes due 2026 (the "Senior Notes due 2026"). See Note 7, "Debt" in the notes to the accompanying audited consolidated financial statements included elsewhere in the Form 10-K for further discussion of the debt repurchases.
Income Tax Benefit
For the year ended December 31, 2025, the Company recorded an income tax benefit of $1.8 million on pre-tax book loss of $202.5 million. The income tax benefit recorded for the year ended December 31, 2025 was primarily the result of the valuation allowance recognized during the year, state and local income taxes, and the effects of certain statutory non-deductible expenses including disallowed executive compensation.
For the year ended December 31, 2024, the Company recorded an income tax benefit of $9.8 million on pre-tax book loss of $293.0 million. The income tax benefit recorded for the year ended December 31, 2024 was primarily the result of the valuation allowance recognized during the year, state and local income taxes, and the effects of certain statutory non-deductible expenses including disallowed executive compensation.
Adjusted EBITDA
As a result of the factors described above, Adjusted EBITDA of $52.0 million for the year ended December 31, 2025 compared to Adjusted EBITDA of $82.7 million for the year ended December 31, 2024 decreased approximately $30.7 million.
Reconciliation of Non-GAAP Financial Measure
The following table reconciles Adjusted EBITDA to net loss (the most directly comparable financial measure calculated and presented in accordance with GAAP) as presented in the accompanying consolidated statements of operations (dollars in thousands):
Year Ended December 31, 2025 Year Ended December 31, 2024
GAAP net loss $ (200,702) $ (283,254)
Income tax benefit (1,776) (9,765)
Non-operating expenses, including net interest expense 64,341 53,525
Depreciation and amortization 54,336 59,123
Stock-based compensation expense 2,504 4,709
(Gain) loss on sale of assets or stations (2,616) 1,368
Impairment of intangible assets 109,829 224,481
Impairment of assets held for sale 1,420 -
Restructuring costs 11,089 13,889
Non-routine legal expenses 13,153 1,851
Debt exchange costs - 16,369
Gain on early extinguishment of debt - (170)
Franchise taxes 428 582
Adjusted EBITDA $ 52,006 $ 82,708
Segment Analysis
The Company has one operating and reportable segment and presents the comparative periods on a consolidated basis to reflect the one reportable segment. For further segment discussion, see Note 1, "Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies" in the accompanying audited consolidated financial statements included elsewhere in this Form 10-K.
Liquidity and Capital Resources
As of December 31, 2025 and 2024, we had $82.0 million and $63.8 million, respectively, of cash and cash equivalents. The Company used $21.3 million and $3.1 million of cash in operating activities for the years ended December 31, 2025 and 2024, respectively.
Prior to the Chapter 11 Cases, our principal sources of funds had been cash flow from operations and borrowings under credit facilities in existence from time to time. During the pendency of the Chapter 11 Cases, our principal sources of liquidity are limited to cash on hand and cash flow from operations. 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 revenue pressures and cost escalations built into certain contracts. Notwithstanding this, we believe that our national platform and extensive station portfolio representing a broad diversity in format, listener base, geography, and advertiser base help us maintain a more stable revenue stream by reducing our dependence on any single demographic, region or industry. However, future reductions in revenue or profitability are possible and could have a material adverse effect on the Company's business, results of operations, financial condition or liquidity.
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 December 31, 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 2026 will be to fund our working capital, make interest and tax payments, fund capital expenditures, execute our strategic plan and maintain operations.
Assuming the level of borrowings and interest rates at December 31, 2025, we anticipate that we will have approximately $65 million of cash interest payments in 2026 compared to $66.7 million of cash interest payments in 2025. Future increases in interest rates could have a significant impact on our cash interest payments. For a description of the Company's future maturities of long-term debt, see Note 7, "Debt", and for a description of the Company's non-cancelable operating lease agreements, see Note 13, "Leases".
The filing of the Chapter 11 Cases constituted an event of default that accelerated the Company's obligations under the following instruments (the "Debt Instruments"):
•the ABL Credit Agreement;
•the 2026 Credit Agreement;
•the 2026 Indenture;
•the 2029 Credit Agreement; and
•the 2029 Indenture.
The Debt Instruments provide that as a result of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the Debt Instruments are automatically stayed as a result of the Chapter 11 Cases, and the creditors' rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code. However, if the Plan is not approved, or the Company is unable to take other steps to create additional liquidity, our forecasted cash flows would not be sufficient for the Company to meet its obligations.
We continually monitor our capital structure, and from time to time, we have evaluated, and expect that we will continue to evaluate, opportunities to obtain additional capital from the divestiture of radio stations or other assets, when we determine that it would further our strategic and financial objectives, as well as from the issuance of equity and/or debt securities, in each case, subject to market and other conditions in existence at that time. Following our emergence from Chapter 11 protection, the Reorganized Company may in the future need to rely on the capital and credit markets to meet our financial commitments or short-term liquidity needs if internal funds from operations are not sufficient for these purposes. 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, in the future, 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. For more information the risks associated with accessing capital and credit markets following emergence from Chapter 11, see "Risk Factors - Risks Related to the Restructuring - Disruptions in the capital and credit markets, our bankruptcy filing or our substantial indebtedness could restrict our ability to access financing in the future" within Part I, Item 1A.
Prepetition Debt
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"). On June 9, 2023, Intermediate Holdings and certain of the Company's other subsidiaries (collectively, with Holdings and Intermediate Holdings, the ("Credit Parties") entered into a second amendment ("Amendment No. 2") to the 2026 Credit Agreement. Amendment No. 2, among other things, modifies certain terms of the Term Loan due 2026 to replace the
relevant benchmark provisions from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR"). Except as modified by Amendment No. 2, the existing terms of the 2026 Credit Agreement remained in effect.
The maturity date of the Term Loan due 2026 is March 31, 2026.
The 2026 Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Events of default in the 2026 Credit Agreement include, among others, the failure to pay when due the obligations owing thereunder and the occurrence of bankruptcy or insolvency events. Upon the occurrence of an event of default, the Administrative Agent (as defined in the 2026 Credit Agreement) may, with the consent of, or upon the request of, the required lenders, accelerate the Term Loan due 2026 and exercise any of its rights as a secured party under the 2026 Credit Agreement and the ancillary loan documents provided, that in the case of certain bankruptcy or insolvency events with respect to a borrower, the Term Loan due 2026 will automatically accelerate. Such covenants are not in force during the pendency of the Chapter 11 Cases.
The 2026 Credit Agreement does not contain any financial maintenance covenants. The 2026 Credit Agreement provides that Holdings will be permitted to enter into either a revolving credit facility or receivables facility, subject to certain conditions (see below).
Amounts outstanding under the 2026 Credit Agreement are guaranteed by Intermediate Holdings, and the present and future wholly-owned restricted subsidiaries of Holdings that are not borrowers thereunder, subject to certain exceptions as set forth in the 2026 Credit Agreement (the "Guarantors") and secured by a security interest in substantially all of the assets of Holdings, the subsidiaries of Holdings party to the 2026 Credit Agreement as borrowers, and the Guarantors.
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 December 31, 2025, the Company was 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 the 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 (as amended (including as described below), 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.
On February 9, 2026, Holdings entered into a first amendment ("Amendment No. 1") to the 2029 Credit Agreement by and among Holdings, Intermediate Holdings, the Borrowers party thereto, Cumulus Texas, LLC and the Lenders party thereto. Amendment No. 1, among other things, extended the grace period allowed prior to an event of default for the February 10, 2026 interest payment to March 4, 2026, subject to the Company's achievement of certain milestones, as further described in Amendment No. 1. The foregoing description of Amendment No. 1 is qualified in its entirety by reference to Amendment No. 1, a copy of which is filed as Exhibit 10.44 to this Annual Report on Form 10-K and is incorporated herein by reference.
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. Such financial covenants are not in force during the pendency of the Chapter 11 Cases. 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.
As of December 31, 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 entered into a $100.0 million revolving credit facility (the "2020 Revolving Credit Facility") pursuant to a Credit Agreement (as amended from time to time (including as described below), 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 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.
The 2020 Revolving Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Events of default in the 2020 Revolving Credit Agreement include, among others: (a) the failure to pay when due the obligations owing thereunder; (b) the failure to perform (and not timely remedy, if applicable) certain covenants; (c) certain defaults and accelerations under other indebtedness; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against Intermediate Holdings or any of its subsidiaries; (f) the loss, revocation or suspension of, or any material impairment in the ability to use, any one or more of, any material FCC licenses; (g) any representation or warranty made, or report, certificate or financial statement delivered, to the lenders subsequently proven to have been incorrect in any material respect; and (h) the occurrence of a Change in Control (as defined in the 2020 Revolving Credit Agreement). Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the 2020 Revolving Credit Agreement and the ancillary loan documents as a secured party. Such covenants are not in force during the pendency of the Chapter 11 Cases.
The 2020 Revolving Credit Agreement does not contain any financial maintenance covenants with which the Company must comply. However, if average excess availability under the 2020 Revolving Credit Facility is less than the greater of (a) 12.5% of the total commitments thereunder or (b) $10.0 million, the Company must comply with a fixed charge coverage ratio of not less than 1.0:1.0.
Amounts outstanding under the 2020 Revolving Credit Agreement are guaranteed by Intermediate Holdings and the present and future wholly-owned restricted subsidiaries of Intermediate Holdings that are not borrowers thereunder, subject to certain exceptions as set forth in the 2020 Revolving Credit Agreement (the "2020 Revolver Guarantors") and secured by a security interest in substantially all of the assets of Holdings, the subsidiaries of Holdings party to the 2020 Revolving Credit Agreement as borrowers, and the 2020 Revolver Guarantors.
As of December 31, 2025, $59.8 million was outstanding under the 2020 Revolving Credit Facility, representing a draw of $55.0 million and $4.8 million of letters of credit. As of December 31, 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 Issuer's $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.
The Senior Notes due 2026 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 2026 Notes Indenture.
The Indenture contains representations, covenants and events of default customary for financing transactions of this nature. A default under the Senior Notes due 2026 could cause a default under the Refinanced Credit Agreement. Such covenants are not in force during the pendency of the Chapter 11 Cases.
During the year ended December 31, 2024, the Company repaid $0.5 million principal amount of the Senior Notes due 2026. The repurchase resulted in a gain on extinguishment of debt of $0.2 million. The Senior Notes due 2026 were repurchased with cash on hand. As a result of the repurchases, the Company wrote-off debt issuance costs which were not material.
As of December 31, 2025, Holdings was in compliance with all required covenants under the 2026 Notes 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.
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 and negative 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. Such covenants are not in force during the pendency of the Chapter 11 Cases.
As of December 31, 2025, Holdings was in compliance with all required covenants under the 2029 Notes Indenture.
Post Petition Debt
Cash Collateral
The Debtors did not obtain any postpetition debtor-in-possession financing in connection with the Chapter 11 Cases. To fund the administration of the Chapter 11 Cases and the Debtors' ongoing operations, the Company obtained the consent of the ABL Parties and the Consenting 2029 Holders to use cash collateral during the pendency of the Chapter 11 Cases pursuant to negotiated interim and final cash collateral orders.
Contingent Debtor-in-Possession Financing Facility
Pursuant to the Plan, at any time after the Petition Date and prior to the Plan Effective Date, the Company may, but is not obligated to, obtain debtor-in-possession financing (the "DIP Facility") in a principal amount of up to $25.0 million if the Company determines, in the exercise of its business judgment (subject to the consent of the Required Consenting 2029 Holders (as defined in the Plan)), that such financing is necessary or appropriate to fund the Chapter 11 Cases and the administration of its estates. As of the date of this filing, the Company has not obtained a DIP Facility. If pursued, the DIP Facility would be subject to Bankruptcy Court approval and would be secured by liens on substantially all assets of the Debtors.
Anticipated Post-Emergence Debt
Upon consummation of the Plan, the Company expects its prepetition funded debt obligations under the 2026 Credit Agreement, the 2026 Notes Indenture, the 2029 Credit Agreement, and the 2029 Notes Indenture to be cancelled and exchanged for the consideration described in the Plan.
Restated ABL Agreement
On the Plan Effective Date, in accordance with the ABL Commitment Letter entered into on March 4, 2026, the Reorganized Company expects to enter into an amended and restated ABL Credit Agreement (the "Restated ABL Credit Agreement") providing for a $100 million revolving credit facility. If the Plan is consummated in accordance with its terms, each holder of an allowed claim under the Existing ABL Credit Facility will receive its pro rata share of new loans under the Restated ABL Credit Agreement, which shall be issued in an amount equal to the allowed ABL Facility claims. The New ABL Facility will have terms substantially similar to the Existing ABL Credit Facility, subject to certain modifications as described in the ABL Commitment Letter.
Exit Convertible Notes
On the Plan Effective Date, the Reorganized Company expects to issue $50.0 million in aggregate principal amount of new convertible notes (the "Exit Convertible Notes") pursuant to an indenture to be entered into on the Plan Effective Date (the "Exit Indenture"). The Exit Convertible Notes will be distributed to holders of allowed 2029 Secured Claims (as defined in the Plan) as part of the consideration in exchange for such claims under the Plan.
The Exit Convertible Notes will be convertible into New Common Stock of the Reorganized Company in accordance with the terms of the Exit Indenture and related documentation. The Exit Convertible Notes will have a term to maturity of approximately five years from the Plan Effective Date. Interest on the Exit Convertible Notes may be payable in cash or, at the Reorganized Company's election, in kind, as set forth in the Exit Indenture. The Exit Convertible Notes will be secured on the basis described in Exhibit B to the Restructuring Term Sheet.
Liquidity and Going Concern Considerations
In accordance with Accounting Standards Codification ("ASC") 205-40, Going Concern, the Company has the responsibility to evaluate at each reporting period, including interim periods, whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations. In its evaluation for this report, management considered the Company's current financial condition and liquidity sources, including currently available funds and forecasted future cash flows, and the Company's conditional and unconditional obligations due for 12 months following the date of issuance of this Annual Report on Form 10-K. As of December 31, 2025, the Company was in compliance with all required debt and related financial covenants. As of that date, the Company was evaluating a number of strategic alternatives, including restructuring, refinancing or amending the Company's debt. During the first quarter of 2026, the Company was unable to reach satisfactory resolution of those strategic alternatives, and determined that filing the Chapter 11 Cases was in the best interests of the
Company and its stakeholders. The filing of the Chapter 11 Cases constituted an event of default that accelerated the Company's obligations under its debt instruments, as further described in Note 7, "Debt." Based on the Company's filing for relief under Chapter 11 of the Bankruptcy Code which constituted an event of default under certain of the Company's debt documents as described above, as well as the uncertainty surrounding such filings, the Company determined that there is substantial doubt as to the Company's ability to continue as a going concern for a period of 12 months following the date of issuance of this Annual Report on Form 10-K.
The accompanying consolidated financial statements of the Company have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the ability to continue as a going concern. The consolidated financial statements do not reflect or include any future consequences related to Chapter 11 relief or the Company's emergence from Chapter 11.
Share Repurchase Program
On October 27, 2023, the Board of Directors announced a share repurchase program for up to $25.0 million of outstanding Class A common stock. The share repurchase authorization superseded and replaced our prior share repurchase authorization and expired on May 15, 2025. 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 and the Plan with respect to payment to repurchase shares of our common stock. For a more detailed discussion of the restrictions in our debt agreements, see Note 7, "Debt" in the accompanying audited consolidated financial statements included elsewhere in this Form 10-K.
During the years ended December 31, 2025 and 2024, the Company did not repurchase any shares of its outstanding Class A Common stock in the open market.
As outlined above, we are currently subject to significant restrictions under the terms of our debt agreements and the Plan with respect to payment to repurchase shares of our common stock. 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 and Broadcast Music, Inc.
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 year ended December 31, 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 Consolidated Statements of Operations. As of December 31, 2025, an aggregate accrual of $4.3 million remains for the settlements.
Significant Cash Payments
The following table summarizes our significant non-operating cash payments made for the years ended December 31, 2025 and 2024, respectively (dollars in thousands):
Year Ended December 31, 2025 Year Ended December 31, 2024
Interest payments $ 66,743 $ 68,279
Capital expenditures $ 20,237 $ 19,464
Net Cash Used in Operating Activities
(Dollars in thousands) Year Ended December 31, 2025 Year Ended December 31, 2024
Net cash used in operating activities $ (21,336) $ (3,119)
Net cash used in operating activities for the year ended December 31, 2025, compared to the year ended December 31, 2024 increased primarily from changes in operating results.
Net Cash Used in Investing Activities
(Dollars in thousands) Year Ended December 31, 2025 Year Ended December 31, 2024
Net cash used in investing activities $ (7,859) $ (4,231)
For the year ended December 31, 2025, net cash used in investing activities primarily reflects capital expenditures, partially offset by proceeds from the Nashville Sale and proceeds received in connection with a land sale under the Company's leaseback arrangement with Vertical Bridge. Additional information regarding these transactions is provided in Note 2, "Dispositions," to the accompanying audited consolidated financial statements included elsewhere in this Form 10-K.
For the year ended December 31, 2024, net cash used in investing activities consists primarily of capital expenditures which were partially offset by proceeds from the BMI Sale.
Net Cash Provided by (Used in) Financing Activities
(Dollars in thousands) Year Ended December 31, 2025 Year Ended December 31, 2024
Net cash provided by (used in) financing activities $ 47,338 $ (9,474)
For the year ended December 31, 2025, net cash provided by financing activities reflects $55.0 million of proceeds received from borrowings under the 2020 Revolving Credit Agreement partially offset by repayments of financing obligations.
For the year ended December 31, 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.
Critical Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including significant estimates related to bad debts, intangible assets, income taxes, stock-based compensation, contingencies, litigation, valuation assumptions for impairment analysis, certain expense accruals, 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 which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts and results may differ materially from these estimates.
Revenue Recognition
Revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Broadcast radio revenue is recognized as commercials are broadcast. Digital podcasting and streaming revenues are recognized when the advertisements are delivered. Revenues for digital marketing services are recognized over time as the services are provided depending on the terms of the contract. Remote and event revenues are recognized at the time services, for example hosting an event, are delivered.
Revenues are recorded on a net basis, after the deduction of advertising agency fees. In those instances, in which the Company functions as the principal in the transaction, the revenue and associated operating costs are presented on a gross basis. In those instances where the Company functions as an agent or sales representative, the effective commission is presented as revenue on a net basis with no corresponding operating expenses.
The Company's payment terms vary by the type and location of customer and the products or services offered. The term between invoicing and when payment is due is generally not significant. There are no further obligations for returns, refunds or similar obligations related to the contracts. The Company records deferred revenues when cash payments including amounts which are refundable are received in advance of performance.
Accounts Receivable, Allowance for Doubtful Accounts and Concentration of Credit Risk
Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable. The Company determined the allowance based on several factors, including the length of time receivables are past due, trends and current economic factors. All balances are reviewed and evaluated quarterly on a consolidated basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. The Company performs credit evaluations of its customers as needed and believes that adequate allowances for any uncollectible accounts receivable are maintained. The Company believes its concentration of credit risk is limited due to the large number of its customers.
Intangible Assets
As of December 31, 2025, we had $467.7 million of indefinite-lived and definite-lived intangible assets, which represented 49.7% of our total assets. The Company's indefinite-lived intangible assets are comprised primarily of FCC licenses. We perform annual impairment tests of our indefinite-lived intangible assets as of December 31 of each year and on an interim basis if events or circumstances indicate that indefinite-lived intangible assets may be impaired. Impairment exists when the asset carrying amounts exceed their respective fair values and the excess is then recorded as an impairment charge to operations.
The Company determined that its geographic markets are the appropriate unit of accounting for FCC license impairment testing and therefore the Company has combined its FCC licenses within each geographic market cluster into a single unit of accounting for impairment testing purposes. In order to determine the fair value of its FCC licenses, the Company engaged a third-party valuation firm to assist with the development of assumptions and preparation of a valuation utilizing the income approach, specifically the Greenfield Method. This method values a license by calculating the value of a hypothetical start-up company that initially has no assets except the asset to be valued (the license). The estimated fair values of the FCC licenses represent the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the Company and willing market participants at the measurement date. The estimated fair value also assumes the highest and best use of the asset by a market participant, and that the use of the asset is physically possible, legally permissible and financially feasible.
Projections used in the Greenfield Method for FCC broadcast licenses include significant judgments and assumptions relating to the mature operating profit margin for average stations in the markets where the Company operates, long-term revenue growth rate, and the discount rate. In estimating the value of the licenses, market revenue projections based on third-party radio industry data are obtained. Next, the percentage of the market's total revenue, or market share, that market participants could reasonably expect an average start-up station to attain, as well as the duration (in years) required to reach the average market share are estimated. The estimated average market share was computed based on market share data, by station type (i.e., AM and FM) and signal strength.
Below are the key assumptions used in our annual impairment assessment:
December 31, 2025
Discount rate 10.0 %
Long-term revenue growth rate (0.75) %
Mature operating profit margin for average stations in the markets where the Company operates
17% - 25%
While we believe we have made reasonable estimates and utilized appropriate assumptions to calculate the fair value of our indefinite-lived intangible assets, it is possible a material change could occur. If the macroeconomic conditions of the radio industry or the underlying material assumptions are less favorable than those projected by the Company or if a triggering event occurs or circumstances change that would more likely than not reduce the fair value of FCC licenses below the amounts
reflected in the Consolidated Balance Sheets, the Company may be required to recognize additional impairment charges in future periods. The following table shows the decrease in the fair value of our FCC broadcast licenses that would result from a 100 basis point increase in our discount rate or a 100 basis point decline in our long-term revenue growth rate or mature operating profit margin for average stations in the markets where the Company operates (dollars in thousands):
Sensitivity (100 bps change) Change in Fair Value (in thousands)
Discount rate $ 51,841
Long-term revenue growth rate $ 35,053
Mature operating profit margin for average stations in the markets where the Company operates $ 37,074
The Company determines the fair value of the indefinite-lived trademarks utilizing the relief-from-royalty method of the income approach. See Note 5, "Intangible Assets," in the notes to the accompanying audited consolidated financial statements included elsewhere in the Form 10-K for further discussion of the annual impairment tests performed of our indefinite-lived intangible assets.
The Company's definite-lived intangible assets consist primarily of affiliate and producer relationships, which are amortized over the period of time the intangible assets are expected to contribute directly or indirectly to the Company's future cash flows. The Company reviews the carrying amount of its definite-lived intangible assets, primarily of affiliate and producer relationships, for recoverability whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
Stock-based Compensation Expense
Stock-based compensation expense recognized for the years ended December 31, 2025 and 2024, was $2.5 million and $4.7 million, respectively. For awards with service conditions, stock-based compensation expense is recognized on a straight-line basis over the requisite service period for the entire award. In addition, the Company elected to recognize forfeitures of share-based awards as they occur in the period of forfeiture rather than estimating the number of awards expected to be forfeited at the grant date and subsequently adjusting the estimate when awards are actually forfeited. For stock options with service conditions only, the Company utilizes the Black-Scholes option pricing model to estimate the fair value of options issued. The fair value of stock options is determined by the Company's stock price, historical stock price volatility, the expected term of the awards, risk-free interest rates and expected dividends. The fair value of time-based and performance-based restricted stock awards is the quoted market value of our stock on the grant date. For performance-based restricted stock awards, the Company evaluates the probability of vesting of the awards in each reporting period. In the event the Company determines it is no longer probable that the minimum performance criteria specified in the award will be achieved, all previously recognized compensation expense will be reversed in the period such a determination is made. For market-based awards, the grant date fair value is estimated using a Monte Carlo simulation of the Company's total shareholder return relative to companies within the Russell 2000 index and amortized over the requisite performance period.
Income Taxes
The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates the Company expects will be applicable when those tax assets and liabilities are realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
A valuation allowance is provided for deferred tax assets when it is more likely than not that the asset will not be realized. We continually review the adequacy of our valuation allowance, if any, on our deferred tax assets and recognize the benefits of deferred tax assets only as the reassessment indicates that it is more likely than not that the deferred tax assets will be recognized in accordance with ASC Topic 740, Income Taxes ("ASC 740"). In assessing the need for a valuation allowance, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets. If the Company were to determine that it would be able to realize deferred tax assets in the future in excess of the Company's net recorded amount, an adjustment to the net deferred tax asset would increase income in the period that such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its net deferred tax assets in the future, an adjustment to the net deferred tax asset would decrease income in the period such determination was made.
The Company recognizes a tax position as a benefit only if it is more-likely-than-not that the position would be sustained in an examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that has a greater than 50% likelihood of being realized on examination. For tax positions not meeting the more-likely-than-not test, no tax benefit is recorded.
On July 4, 2025, a new tax law was signed, providing a permanent extension for several business tax provisions originally enacted under the Tax Cuts and Jobs Act. The new tax law includes a reinstatement of 100% bonus depreciation, the immediate deduction of domestic research and experimental expenditures, and a reversion to the business interest expense limitation. While these tax provisions resulted in additional net operating losses in the current period, the change in tax law did not have a material impact on the Company's financial position, results of operations, or effective tax rate for the year ended December 31, 2025.
Legal Proceedings
We have been, and expect in the future to be, a party to various legal proceedings, investigations or claims. In accordance with applicable accounting guidance, we record accruals for certain of our outstanding legal proceedings when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. We evaluate, at least on a quarterly basis, developments in our legal proceedings or other claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. Resolution of any legal proceedings in a manner inconsistent with management's expectations could have a material impact on the Company's financial condition and operating results. For more information, see Note 14, "Commitments and Contingencies," in the accompanying audited consolidated financial statements included elsewhere in this Form 10-K.
Chapter 11 Cases
See "Current Bankruptcy Proceedings" within Item 1, "Business" Item 1A, "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations-Current Bankruptcy Proceedings" within Part II, Item 7, for additional information about the Chapter 11 Cases.
Nielsen Litigation
On October 16, 2025, Cumulus Media New Holdings Inc. filed a complaint against The Nielsen Company (US) LLC ("Nielsen") in the United States District Court for the Southern District of New York (the "District Court") (Civil Action No. 1:25-cv-08581) asserting claims for illegal monopolization under federal and state antitrust laws (the "Complaint"). The Complaint alleges, among other things, that Nielsen has engaged in anticompetitive conduct by conditioning access to its national radio ratings data on the mandatory purchase of local market ratings data in every market where we own stations (the "Tying Policy"). The Complaint seeks monetary relief in the form of treble damages, injunctive relief prohibiting Nielsen from continued antitrust violations, and declaratory relief in the form of a declaration that Nielsen's Tying Policy is unlawful and anticompetitive.
On February 2, 2026, Nielsen answered the Complaint and asserted three counterclaims against the Company, alleging, among other things, that (i) the Company breached its services agreement with Nielsen (the "Services Agreement") by providing Nielsen's ratings to an unauthorized third party, (ii) the Company engaged in and facilitated unfair competition by providing Nielsen's ratings to a competitor, and (iii) an actual and justiciable controversy exists between the parties regarding whether the Company breached the Services Agreement (collectively, the "Counterclaims"). Nielsen's Counterclaims seek monetary relief in the form of actual damages (including direct, indirect, and consequential damages, plus applicable interest), declaratory relief in the form of a declaration that the Company breached the Services Agreement, and injunctive relief prohibiting the Company from sharing Nielsen data with unauthorized parties.
On March 11, 2026, in light of the filing of the Chapter 11 Cases, the District Court stayed Cumulus' claims against Nielsen until further order of the District Court, and stayed Nielsen's counterclaims against Cumulus until the earlier of (i) the termination of the automatic stay in bankruptcy, or (ii) entry of an order by the Bankruptcy Court lifting the stay of Nielsen's counterclaims.
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 and is included within selling, general, and administrative expenses on the Consolidated Statement of Operations. For the years ended December 31, 2025 and 2024, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $78.4 million and $66.1 million, respectively; and (2) trade and barter expenses of $73.1 million and $64.6 million, respectively.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of December 31, 2025.
New Accounting Standards
Refer to Note 1, "Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies" in the notes to the accompanying audited consolidated financial statements included elsewhere in the Form 10-K.
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