Cumulus Media Inc.

08/14/2026 | Press release | Distributed by Public on 08/14/2026 14:27

Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

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, 2025 ("2025 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 our 2025 Form 10-K, Part I, Item 1A. "Risk Factors," Part II, Item 1A. "Risk Factors," in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 (the "2026 Q1 10-Q") and elsewhere in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 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 2025 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 June 30, 2026, the Consenting 2029 Holders that were party to the Restructuring Support Agreement held, in the aggregate, approximately 88.4% 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 Restructuring Transactions contemplated by the Restructuring Support Agreement and the Plan:
•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 (the "Emergence Milestone"); provided, that the Emergence 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. On April 15, 2026, the Bankruptcy Court entered the Confirmation Order, satisfying the Confirmation Milestone. On June 26, 2026, the Debtors extended the Emergence Milestone to October 27, 2026, as the Debtors have not yet received the regulatory approvals required for the Plan Effective Date to occur.
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 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. As a result of the order, the Company wrote off $0.6 million of operating lease right of use assets and $14.2 million of operating lease liabilities, and recognized $3.4 million of statutory damages for the rejected leases in the first quarter of 2026. The resulting net gain of $10.2 million was recognized in Reorganization items, net, on the Company's Condensed Consolidated Statements of Operations for the six months ended June 30, 2026. During the second quarter of 2026, a lessor drew $2.0 million on an outstanding letter of credit to partially satisfy its outstanding damages claim in connection with the rejection of its lease in the Chapter 11 Cases. The remaining amount accrued for rejected leases as of June 30, 2026, is $1.4 million. 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.
On April 15, 2026, the Bankruptcy Court entered the Confirmation Order confirming the Plan. 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 remains subject to, among other things, the satisfaction or waiver of certain conditions under the Plan, including the receipt of approval from the Federal Communications Commission ("FCC") for the emergence of the Debtors from Chapter 11 protection and their expected ownership. Although the Plan has been confirmed, there can be no assurance that all conditions to the Plan Effective Date will be satisfied or waived on a timely basis, or at all.
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 Quarterly Report on Form 10-Q 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 II, Item 1A, and "Note 1, Basis of Presentation" in the 2025 Form 10K, for additional information about the Plan and the Chapter 11 Cases.
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.
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 June 30,
2026 2025
2026 vs 2025 Change
$ %
STATEMENT OF OPERATIONS DATA:
Net revenue $ 167,907 $ 186,017 $ (18,110) (9.7) %
Content costs 55,625 59,426 (3,801) (6.4) %
Selling, general and administrative expenses 85,856 93,227 (7,371) (7.9) %
Depreciation and amortization 12,305 14,016 (1,711) (12.2) %
Corporate expenses 11,876 14,150 (2,274) (16.1) %
(Gain) loss on sale or disposal of assets or stations (82) 100 (182) N/A
Impairment of assets held for sale - 1,420 (1,420) N/A
Operating income 2,327 3,678 (1,351) (36.7) %
Reorganization items, net (7,580) - (7,580) N/A
Interest expense (3,044) (16,307) 13,263 81.3 %
Interest income - 202 (202) (100.0) %
Other expense, net (32) (22) (10) (45.5) %
Loss before income taxes (8,329) (12,449) 4,120 33.1 %
Income tax expense (881) (372) (509) (136.8) %
Net loss $ (9,210) $ (12,821) $ 3,611 28.2 %
KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA $ 16,026 $ 22,358 $ (6,332) (28.3) %
Six Months Ended June 30, 2026
2026 2025
2026 vs 2025 Change
$ %
STATEMENT OF OPERATIONS DATA:
Net revenue $ 332,354 $ 373,366 $ (41,012) (11.0) %
Content costs 121,517 138,757 (17,240) (12.4) %
Selling, general and administrative expenses 170,260 186,606 (16,346) (8.8) %
Depreciation and amortization 24,582 28,790 (4,208) (14.6) %
Corporate expenses 40,548 28,767 11,781 41.0 %
(Gain) loss on sale or disposal of assets or stations (458) 122 (580) N/A
Impairment of assets held for sale - 1,420 (1,420) N/A
Operating loss (24,095) (11,096) (12,999) (117.2) %
Reorganization items, net 14,432 - 14,432 N/A
Interest expense (15,088) (32,329) 17,241 53.3 %
Interest income 184 288 (104) (36.1) %
Other expense, net (84) (32) (52) (162.5) %
Loss before income taxes (24,651) (43,169) 18,518 42.9 %
Income tax expense (1,421) (2,019) 598 29.6 %
Net loss $ (26,072) $ (45,188) $ 19,116 42.3 %
KEY NON-GAAP FINANCIAL METRIC:
Adjusted EBITDA $ 18,715 $ 25,877 $ (7,162) (27.7) %
Three Months Ended June 30, 2026 compared to the Three Months Ended June 30, 2025
Net Revenue
Net revenue for the three months ended June 30, 2026, compared to net revenue for the three months ended June 30, 2025, decreased $18.1 million, or 9.7%. The decrease is primarily driven by reductions in spot and network revenues of $9.7 million and $5.9 million, respectively, as a result of current macroeconomic conditions. Other revenue also decreased $2.4 million primarily from lower trade and barter, event and remote revenues. Digital revenue slightly decreased $0.1 million primarily from lower streaming revenues, which were mostly offset by increased podcasting and digital marketing services 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 June 30, 2026, compared to content costs for the three months ended June 30, 2025, decreased $3.8 million, or 6.4%, primarily from lower third-party station inventory costs, decreased broadcast rights expense resulting from a contract renegotiation and reduced revenue share expenses.
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 include non-cash trade and barter expenses. Selling, general and administrative expenses for the three months ended June 30, 2026, compared to selling, general and administrative expenses for the three months ended June 30, 2025, decreased $7.4 million, or 7.9%. Selling, general and administrative expenses decreased primarily from reduced ratings service fees, lower personnel costs and decreased facilities costs. The decreases were partially offset by higher trade and barter expenses.
Depreciation and Amortization
Depreciation and amortization expense for the three months ended June 30, 2026, as compared to depreciation and amortization expense for the three months ended June 30, 2025, decreased $1.7 million, or 12.2%, 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 three months ended June 30, 2026, compared to corporate expenses for the three months ended June 30, 2025, decreased $2.3 million, or 16.1%, as a result of lower restructuring charges, stock-based compensation and non-legal professional service fees. These decreases were partially offset by higher legal expenses.
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 three months ended June 30, 2025, the Company recorded a $1.4 million impairment to adjust the carrying amount of these 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 Condensed Consolidated Statements of Operations.
Reorganization Items, Net
During the three months ended June 30, 2026, we recorded a loss related to our Chapter 11 Cases of $7.6 million. The loss resulted from professional and other fees and adequate protection payments. See "Note 9, Reorganization Items, net," of the accompanying unaudited Condensed Consolidated Financial Statements for a description of those items.
Interest Expense
Total interest expense for the three months ended June 30, 2026, decreased $13.3 million, or 81.3%, when compared to the three months ended June 30, 2025, as a result of the bankruptcy. The below table details the components of our interest expense by debt instrument (dollars in thousands):
Three Months Ended June 30,
2026 2025 $ Change
Term Loan due 2026 $ - $ 25 $ (25)
Term Loan due 2029 - 7,311 (7,311)
Senior Notes due 2026 - 383 (383)
2020 Revolving Credit Facility - 463 (463)
Senior Notes due 2029 - 6,128 (6,128)
Financing liabilities 2,961 3,217 (256)
Amortization of debt discount - (1,461) 1,461
Other, including amortization of debt issuance costs 83 241 (158)
Interest expense $ 3,044 $ 16,307 $ (13,263)
Income Tax Expense
For the three months ended June 30, 2026, the Company recorded an income tax expense of $0.9 million on pre-tax book loss of $8.3 million, resulting in an effective tax rate of approximately (10.6)%. For the three months ended June 30, 2025, the Company recorded an income tax expense of $0.4 million on pre-tax book loss of $12.4 million, resulting in an effective tax rate of approximately (3.0)%.
The differences between the effective tax rates and the federal statutory rate of 21.0% for the three month periods ended June 30, 2026 and 2025, 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 $9.2 million and $12.8 million for the three months ended June 30, 2026, and 2025, respectively. Adjusted EBITDA of $16.0 million for the three months ended June 30, 2026, when compared to Adjusted EBITDA of $22.4 million for the three months ended June 30, 2025, decreased $6.3 million.
Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025
Net Revenue
Net revenue for the six months ended June 30, 2026, compared to net revenue for the six months ended June 30, 2025, decreased $41.0 million, or 11.0%. The decrease is primarily driven by reductions in spot and network revenues of $22.9 million and $16.8 million, respectively, as a result of current macroeconomic conditions. Digital revenue also decreased $3.2 million primarily from lower streaming and podcasting revenues, which were partially offset by higher digital marketing services revenue. Other revenue grew $1.9 million primarily from increased trade and barter revenues, partially offset by lower 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 six months ended June 30, 2026, compared to content costs for the six months ended June 30, 2025, decreased $17.2 million, or 12.4%, primarily from lower broadcast rights expense resulting from a contract renegotiation, decreased revenue share expenses and reduced third-party station inventory costs.
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 include non-cash trade and barter expenses. Selling, general and administrative expenses for the six months ended June 30, 2026, compared to selling, general and administrative expenses for the six months ended June 30, 2025, decreased $16.3 million, or 8.8%, primarily from reduced ratings service fees, lower personnel costs and decreased facilities costs. The decreases were partially offset by higher trade and barter expenses.
Depreciation and Amortization
Depreciation and amortization expense for the six months ended June 30, 2026, as compared to depreciation and amortization expense for the six months ended June 30, 2025, decreased $4.2 million, or 14.6%, primarily as a result of assets that were fully depreciated in 2025 and the first quarter of 2026.
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 six months ended June 30, 2026, compared to corporate expenses for the six months ended June 30, 2025, increased $11.8 million, or 41.0%, as a result of increased restructuring costs resulting from the bankruptcy and higher legal expenses. These increases were partially offset by lower stock-based compensation expense.
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 six months ended June 30, 2025, the Company recorded a $1.4 million impairment to adjust the carrying amount of these 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 Condensed Consolidated Statements of Operations.
Reorganization Items, Net
During the six months ended June 30, 2026, we recorded a gain related to our Chapter 11 Cases of $14.4 million. The gain resulted from the write off of debt-related items and rejected leases, partially offset by professional and other fees and adequate protection payments. See "Note 9, Reorganization Items, net," of the accompanying unaudited Condensed Consolidated Financial Statements for a description of those items.
Interest Expense
Total interest expense for the six months ended June 30, 2026, decreased $17.2 million, or 53.3%, when compared to the six months ended June 30, 2025, as a result of the bankruptcy. The below table details the components of our interest expense by debt instrument (dollars in thousands):
Six Months Ended June 30,
2026 2025 $ Change
Term Loan due 2026 $ 16 $ 50 $ (34)
Term Loan due 2029 4,780 14,639 (9,859)
Senior Notes due 2026 268 766 (498)
2020 Revolving Credit Facility 521 463 58
Senior Notes due 2029 4,357 12,187 (7,830)
Financing liabilities 5,957 6,577 (620)
Amortization of debt discount (1,099) (2,894) 1,795
Other, including amortization of debt issuance costs 288 541 (253)
Interest expense $ 15,088 $ 32,329 $ (17,241)
Income Tax Expense
For the six months ended June 30, 2026, the Company recorded an income tax expense of $1.4 million on pre-tax book loss of $24.7 million, resulting in an effective tax rate of approximately (5.8)%. For the six months ended June 30, 2025, the Company recorded an income tax expense of $2.0 million on pre-tax book loss of $43.2 million, resulting in an effective tax rate of approximately (4.7)%.
The differences between the effective tax rates and the federal statutory rate of 21.0% for the six month periods ended June 30, 2026 and 2025, 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 $26.1 million and $45.2 million for the six months ended June 30, 2026, and 2025, respectively. Adjusted EBITDA of $18.7 million for the six months ended June 30, 2026, when compared to Adjusted EBITDA of $25.9 million for the six months ended June 30, 2025, decreased $7.2 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 June 30,
2026 2025
GAAP net loss $ (9,210) $ (12,821)
Income tax expense 881 372
Non-operating expense, net (includes net interest expense) 3,076 16,127
Depreciation and amortization 12,305 14,016
Stock-based compensation expense (63) 574
(Gain) loss on sale or disposal of assets or stations (82) 100
Reorganization items, net 7,580 -
Impairment of assets held for sale - 1,420
Restructuring costs 542 2,358
Non-routine legal expenses 842 42
Franchise taxes 155 170
Adjusted EBITDA $ 16,026 $ 22,358
Six Months Ended June 30,
2026 2025
GAAP net loss $ (26,072) $ (45,188)
Income tax expense 1,421 2,019
Non-operating expense, net (includes net interest expense) 14,988 32,073
Depreciation and amortization 24,582 28,790
Stock-based compensation expense 472 1,423
(Gain) loss on sale or disposal of assets or stations (458) 122
Reorganization items, net (14,432) -
Impairment of assets held for sale - 1,420
Restructuring costs 15,421 4,826
Non-routine legal expenses 2,325 42
Franchise taxes 468 350
Adjusted EBITDA $ 18,715 $ 25,877
Liquidity and Capital Resources
As of June 30, 2026, we had $61.1 million of cash and cash equivalents. The Company used $12.9 million and $7.5 million of cash for operating activities in the six months ended June 30, 2026 and 2025, 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 condensed consolidated balance sheet as of June 30, 2026, while others are considered future commitments. Our contractual obligations primarily consist of long-term debt and related interest payments (see "Current Bankruptcy Proceedings" above), 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.
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. On April 15, 2026, the Bankruptcy Court entered the Confirmation Order confirming the Plan. If the conditions to the Plan Effective Date are not satisfied or waived, 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 anticipated 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.
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 was 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.
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 the 2025 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.
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 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 June 30, 2026, $60.0 million was outstanding under the 2020 Revolving Credit Facility, representing a draw of $57.0 million and $3.0 million of letters of credit.
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 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 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 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 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.
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 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 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 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.
Post Petition Debt
Cash Collateral
The Debtors have not obtained any post petition 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 Indenture, the 2029 Credit Agreement, and the 2029 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 Quarterly Report on Form 10-Q. 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 4, 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 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 Quarterly Report on Form 10-Q.
The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. As noted above, Liabilities subject to compromise will be resolved in connection with the Chapter 11 Cases. The Company's ability to continue as a going concern is contingent upon the Company's ability to successfully implement the Company's plan of reorganization, among other factors. As a result of the Chapter 11 Cases, the realization of assets and the satisfaction of liabilities are subject to uncertainty. The condensed 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 Company announced that the Board of Directors authorized a new share repurchase program (the "Expired Share Repurchase Authorization") for up to $25.0 million of outstanding Class A common stock. The Expired 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. See "Note 4, Debt" for further discussion of the restrictions in our debt agreements.
During the six months ended June 30, 2026 and 2025, 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. As of June 30, 2026, an aggregate accrual of $3.9 million was recorded in Liabilities Subject to Compromise on our Condensed Consolidated Balance Sheets.
Cash Flows Used in Operating Activities
Six Months Ended June 30,
2026 2025
(Dollars in thousands)
Net cash used in operating activities $ (12,942) $ (7,527)
Net cash used in operating activities for the six months ended June 30, 2026, compared to net cash used in operating activities for the six months ended June 30, 2025, increased primarily as a result of lower operating results and changes in working capital.
Cash Flows Used in Investing Activities
Six Months Ended June 30,
2026 2025
(Dollars in thousands)
Net cash used in investing activities $ (6,156) $ (10,570)
For the six months ended June 30, 2026 and 2025, net cash used in investing activities consisted primarily of capital expenditures.
Cash Flows Used in Financing Activities
Six Months Ended June 30,
2026 2025
(Dollars in thousands)
Net cash used in financing activities $ (1,770) $ 51,006
For the six months ended June 30, 2026 and 2025 net cash used in financing activities primarily related to repayments of financing obligations.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of June 30, 2026.
Critical Accounting Policies and Estimates
For a description of our critical accounting policies and estimates, see the 2025 Form 10-K. Our critical accounting policies and estimates have not changed materially during the six months ended June 30, 2026.
Cumulus Media Inc. published this content on August 14, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 14, 2026 at 20:27 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]