iHeartMedia, Inc 10-Q for FY2025 Q3
iHeartMedia, Inc. (IHRT)
10-Q
2025-11-10
For: 2025-09-30
View Original
Added on
April 12, 2026
About this 10-Q
iHeartMedia, Inc filed this 10-Q on November 10, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $997.01M
- down 1.1% from $1.01B a year earlier
- Net loss
- $66.26M
- compared with a net loss of $41.27M a year earlier
- Diluted EPS
- -$0.43
- compared with -$0.27 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED | ||||||||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO __________ | ||||||||
Commission File Number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(210 ) 822-2828
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated Filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
| Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. | |||||||||||||||||
| Class | Outstanding at November 5, 2025 | ||||||||||||||||
| ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ | ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ | ||||||||||||||||
| Class A Common Stock, $.001 par value | |||||||||||||||||
| Class B Common Stock, $.001 par value | |||||||||||||||||
IHEARTMEDIA, INC.
INDEX
| Page No. | ||||||||
| Part I – Financial Information | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Part II – Other Information | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
IHEARTMEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| (In thousands, except share and per share data) | September 30, 2025 | December 31, 2024 | |||||||||
| (Unaudited) | |||||||||||
| CURRENT ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance of $ | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total Current Assets | |||||||||||
| PROPERTY, PLANT AND EQUIPMENT | |||||||||||
| Property, plant and equipment, net | |||||||||||
| INTANGIBLE ASSETS AND GOODWILL | |||||||||||
| Indefinite-lived intangibles - licenses | |||||||||||
| Other intangibles, net | |||||||||||
| Goodwill | |||||||||||
| OTHER ASSETS | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| CURRENT LIABILITIES | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Current operating lease liabilities | |||||||||||
| Accrued expenses | |||||||||||
| Accrued interest | |||||||||||
| Deferred revenue | |||||||||||
| Current portion of long-term debt | |||||||||||
| Total Current Liabilities | |||||||||||
| Long-term debt | |||||||||||
| Noncurrent operating lease liabilities | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term liabilities | |||||||||||
Commitments and contingent liabilities (Note 6) | |||||||||||
| STOCKHOLDERS' DEFICIT | |||||||||||
| Noncontrolling interest | |||||||||||
Preferred stock, par value $ | |||||||||||
Class A Common Stock, par value $ | |||||||||||
Class B Common Stock, par value $ | |||||||||||
Special Warrants, | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Cost of shares ( | ( | ( | |||||||||
| Total Stockholders' Deficit | ( | ( | |||||||||
| Total Liabilities and Stockholders' Deficit | $ | $ | |||||||||
See Notes to Consolidated Financial Statements
1
IHEARTMEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
| (In thousands, except per share data) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Direct operating expenses (excludes depreciation and amortization) | |||||||||||||||||||||||
| Selling, general and administrative expenses (excludes depreciation and amortization) | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Impairment charges | |||||||||||||||||||||||
| Other operating expense | |||||||||||||||||||||||
| Operating income (loss) | ( | ( | ( | ||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Gain (loss) on investments, net | ( | ( | ( | ||||||||||||||||||||
| Equity in earnings (loss) of nonconsolidated affiliates | ( | ( | |||||||||||||||||||||
| Loss on extinguishment of debt | ( | ( | |||||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax benefit (expense) | ( | ||||||||||||||||||||||
| Net loss | ( | ( | ( | ( | |||||||||||||||||||
| Less amount attributable to noncontrolling interest | ( | ||||||||||||||||||||||
| Net loss attributable to the Company | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | |||||||||||||||||||||
| Comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||
| Less amount attributable to noncontrolling interest | |||||||||||||||||||||||
| Comprehensive loss attributable to the Company | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Net loss attributable to the Company per common share: | |||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average common shares outstanding - Basic | |||||||||||||||||||||||
| Diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average common shares outstanding - Diluted | |||||||||||||||||||||||
See Notes to Consolidated Financial Statements
2
IHEARTMEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
(UNAUDITED)
| (In thousands, except share data) | Controlling Interest | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Shares(1) | Non- controlling Interest | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Shares | Class B Shares | Special Warrants | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock and other | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend declared and paid to noncontrolling interests | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Special Warrants to Class A or Class B Shares | ( | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Class B Shares to Class A Shares | ( | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except share data) | Controlling Interest | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Shares(1) | Non- controlling Interest | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Shares | Class B Shares | Special Warrants | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | ( | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock and other | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend declared and paid to noncontrolling interests | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Special Warrants to Class A and Class B Shares | ( | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Class B Shares to Class A Shares | ( | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
(1)The Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in 2025, or 2024.
See Notes to Consolidated Financial Statements
3
IHEARTMEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
(UNAUDITED)
| (In thousands, except share data) | Controlling Interest | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Shares(1) | Non- controlling Interest | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Shares | Class B Shares | Special Warrants | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock and other | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared and paid to noncontrolling interests | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Special Warrants to Class A and Class B Shares | ( | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Class B Shares to Class A Shares | ( | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands, except share data) | Controlling Interest | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Shares(1) | Non- controlling Interest | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Shares | Class B Shares | Special Warrants | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock and other | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared and paid to noncontrolling interests | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Special Warrants to Class A and Class B Shares | ( | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Class B Shares to Class A Shares | ( | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
(1)The Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in 2025, or 2024, or 2023.
See Notes to Consolidated Financial Statements
4
IHEARTMEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| (In thousands) | Nine Months Ended September 30, | ||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Reconciling items: | |||||||||||
| Impairment charges | |||||||||||
| Depreciation and amortization | |||||||||||
| Deferred taxes | ( | ( | |||||||||
| Provision for doubtful accounts | |||||||||||
| Amortization of deferred financing charges and note discounts, net | |||||||||||
| Share-based compensation | |||||||||||
| Loss on disposal of operating and other assets | |||||||||||
| (Gain) Loss on investments | ( | ||||||||||
| Equity in (income) loss of nonconsolidated subsidiaries | ( | ||||||||||
| Barter and trade income | ( | ( | |||||||||
| Other reconciling items, net | ( | ||||||||||
| Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: | |||||||||||
| Decrease in accounts receivable | |||||||||||
| Increase in prepaid & other current assets | ( | ( | |||||||||
| (Increase) Decrease in other long-term assets | ( | ||||||||||
| Increase (Decrease) in accounts payable | ( | ||||||||||
| Decrease in accrued expenses | ( | ( | |||||||||
| Increase (Decrease) in accrued interest | ( | ||||||||||
| Increase in deferred revenue | |||||||||||
| Increase in other long-term liabilities | |||||||||||
| Cash provided by (used for) operating activities | ( | ||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Proceeds from sale of investment securities | |||||||||||
| Change in other, net | ( | ||||||||||
| Cash provided by (used for) investing activities | ( | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from credit facilities | |||||||||||
| Payments on long-term debt | ( | ( | |||||||||
| Dividends and other payments to noncontrolling interests | ( | ( | |||||||||
| Change in other, net | ( | ( | |||||||||
| Cash provided by (used for) financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | |||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
| SUPPLEMENTAL DISCLOSURES: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for income taxes | |||||||||||
See Notes to Consolidated Financial Statements
5
IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION
Preparation of Interim Financial Statements
All references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us” and “our” refer to iHeartMedia, Inc. and its consolidated subsidiaries. The accompanying consolidated financial statements were prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, include all normal and recurring adjustments necessary to present fairly the results of the interim periods shown. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that the disclosures made are adequate to make the information presented not misleading. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The Company reports based on three reportable segments:
▪the Multiplatform Group, which includes the Company's Broadcast radio, Networks and Sponsorships and Events businesses;
▪the Digital Audio Group, which includes all of the Company's Digital businesses, including Podcasting; and
▪the Audio & Media Services Group, which includes Katz Media Group (“Katz Media”), a full-service media representation business, and RCS Sound Software ("RCS"), a provider of scheduling and broadcast software and services.
Economic Conditions
The Company's advertising revenue, cash flows, and cost of capital are impacted by changes in economic conditions. Higher interest rates and inflation have continued to contribute to a challenging macroeconomic environment. This challenging environment has led to broader market uncertainty which has impacted the Company's revenues and cash flows. The current market uncertainty and macroeconomic conditions, a recession, or a downturn in the U.S. economy could have a significant impact on the Company's ability to generate revenue and cash flows.
The Company performs its annual impairment test on goodwill and indefinite-lived intangible assets, including Federal Communication Commission ("FCC") licenses, as of July 1 of each year. As a result of the 2025 annual testing, the Company recognized a non-cash impairment charge of $208.5 million on its FCC licenses as of September 30, 2025. During 2024, the Company performed interim impairment testing which resulted in a non-cash impairment charge of $304.1 million on its FCC licenses as of June 30, 2024.
The annual impairment test for each reporting unit's goodwill resulted in no impairment charges as of September 30, 2025. The interim impairment testing as of June 30, 2024 resulted in a non-cash impairment charge of $616.1 million to reduce the Company's goodwill balance.
During the nine months ended September 30, 2025, iHeartCommunications borrowed $100.0 million under the $450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022 (the "ABL Facility"). This borrowing was executed as a short-term liquidity management strategy to provide financial flexibility in response to recent market uncertainty. The funds are available to support working capital requirements and general corporate purposes. As of September 30, 2025, the ABL Facility had a facility size of $450.0 million, resulting in $317.5 million available for borrowing after considering the $100.0 million of outstanding borrowings and the $32.5 million of outstanding letters of credit.
As of September 30, 2025, the Company had approximately $192.2 million in cash and cash equivalents, and total available liquidity was $509.8 million. Based on current available liquidity, the Company expects to be able to meet its obligations as they become due over the coming year.
6
IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Reclassifications
Certain prior period amounts have been reclassified to conform to the 2025 presentation.
Restricted Cash
As of September 30, 2025 and December 31, 2024, the Company did no
Certain Relationships and Related Party Transactions
From time to time, certain companies in which the Company holds minority equity interests, purchase advertising in the ordinary course. None of these ordinary course transactions have had a material impact on the Company.
New Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued Update 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the disclosure requirements for income tax rate reconciliation, domestic and foreign income taxes, and unrecognized tax benefits. The amendments of ASU 2023-09 are effective for annual periods beginning after December 15, 2024. The Company will adopt this standard beginning with the 2025 annual period on a retrospective basis and is currently evaluating the impact of this standard on our annual disclosures.
In November 2024, the FASB issued Update 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This update focuses on the disaggregation of income statement expenses, requiring entities to provide more detailed disclosures about certain expenses in their financial statements. The amendments of ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied prospectively or retrospectively. The Company is currently evaluating the impact of this standard on our disclosures, including timing and method of adoption.
In September 2025, the FASB issued Update 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), which modernizes the accounting guidance for internal-use software costs. The amendments of ASU 2025-06 are effective for fiscal years beginning after December 15, 2027, and for interim reporting periods within those annual reporting periods. Early adoption is permitted and the amendments may be applied prospectively or retrospectively. The Company is currently evaluating the impact of this standard on our financial statements, including timing and method of adoption.
7
IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 – REVENUE
Disaggregation of Revenue
The following tables show revenue streams for the three and nine months ended September 30, 2025 and 2024:
| (In thousands) | Multiplatform Group | Digital Audio Group | Audio & Media Services Group | Eliminations | Consolidated | ||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Revenue from contracts with customers: | |||||||||||||||||||||||||||||
Broadcast Radio(1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Networks(2) | |||||||||||||||||||||||||||||
Sponsorship and Events(3) | |||||||||||||||||||||||||||||
Digital, excluding Podcast(4) | ( | ||||||||||||||||||||||||||||
Podcast(5) | |||||||||||||||||||||||||||||
Audio & Media Services(6) | ( | ||||||||||||||||||||||||||||
Other(7) | |||||||||||||||||||||||||||||
| Total | ( | ||||||||||||||||||||||||||||
Revenue from leases(8) | |||||||||||||||||||||||||||||
| Revenue, total | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||
| Revenue from contracts with customers: | |||||||||||||||||||||||||||||
Broadcast Radio(1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Networks(2) | |||||||||||||||||||||||||||||
Sponsorship and Events(3) | |||||||||||||||||||||||||||||
Digital, excluding Podcast(4) | ( | ||||||||||||||||||||||||||||
Podcast(5) | |||||||||||||||||||||||||||||
Audio & Media Services(6) | ( | ||||||||||||||||||||||||||||
Other(7) | |||||||||||||||||||||||||||||
| Total | ( | ||||||||||||||||||||||||||||
Revenue from leases(8) | |||||||||||||||||||||||||||||
| Revenue, total | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
8
IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| (In thousands) | Multiplatform Group | Digital Audio Group | Audio & Media Services Group | Eliminations | Consolidated | ||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Revenue from contracts with customers: | |||||||||||||||||||||||||||||
Broadcast Radio(1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Networks(2) | |||||||||||||||||||||||||||||
Sponsorship and Events(3) | |||||||||||||||||||||||||||||
Digital, excluding Podcast(4) | ( | ||||||||||||||||||||||||||||
Podcast(5) | |||||||||||||||||||||||||||||
Audio & Media Services(6) | ( | ||||||||||||||||||||||||||||
Other(7) | |||||||||||||||||||||||||||||
| Total | ( | ||||||||||||||||||||||||||||
Revenue from leases(8) | |||||||||||||||||||||||||||||
| Revenue, total | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Nine Months Ended September 30, 2024 | |||||||||||||||||||||||||||||
| Revenue from contracts with customers: | |||||||||||||||||||||||||||||
Broadcast Radio(1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Networks(2) | |||||||||||||||||||||||||||||
Sponsorship and Events(3) | |||||||||||||||||||||||||||||
Digital, excluding Podcast(4) | ( | ||||||||||||||||||||||||||||
Podcast(5) | |||||||||||||||||||||||||||||
Audio & Media Services(6) | ( | ||||||||||||||||||||||||||||
Other(7) | |||||||||||||||||||||||||||||
| Total | ( | ||||||||||||||||||||||||||||
Revenue from leases(8) | |||||||||||||||||||||||||||||
| Revenue, total | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
(1)Broadcast Radio revenue is generated through the sale of advertising time on the Company’s domestic radio stations.
(2)Networks revenue is generated through the sale of advertising on the Company’s Premiere and Total Traffic & Weather network programs and through the syndication of network programming to other media companies.
(3)Sponsorship and events revenue is generated through local events and major nationally-recognized tent pole events and include sponsorship and other advertising revenue, ticket sales, and licensing, as well as endorsement and appearance fees generated by on-air talent.
(4)Digital, excluding Podcast revenue is generated through the sale of streaming and display advertisements on digital platforms and through subscriptions to iHeartRadio streaming services.
(5)Podcast revenue is generated through the sale of advertising on the Company's podcast network.
(6)Audio & Media Services revenue is generated by services provided to broadcast industry participants through the Company’s Katz Media and RCS businesses. As a media representation firm, Katz Media generates revenue via commissions on media sold on behalf of the radio and television stations that it represents, while RCS generates revenue by providing broadcast software and media streaming, along with research services for radio stations, broadcast television stations, cable channels, record labels, ad agencies and Internet stations worldwide.
(7)Other revenue represents fees earned for miscellaneous services, including on-site promotions, activations, and local marketing agreements.
(8)Revenue from leases is primarily generated by the lease of towers to other media companies, which are all categorized as operating leases.
9
IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Trade and Barter
Trade and barter transactions represent the exchange of advertising spots for merchandise, services, advertising and promotion or other assets in the ordinary course of business. The transaction price for these contracts is measured at the estimated fair value of the non-cash consideration received at contract inception unless this is not reasonably estimable, in which case the consideration is measured based on the standalone selling price of the advertising spots promised to the customer. The revenues and expenses may not be recognized in the same period depending on the timing of the services, advertising or promotion received in exchange for advertising spots. Trade and barter revenues and expenses, which are included in consolidated revenue and selling, general and administrative expenses, respectively, were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Trade and barter revenues | $ | $ | $ | $ | |||||||||||||||||||
| Trade and barter expenses | |||||||||||||||||||||||
In addition to the trade and barter revenue in the table above, the Company recognized $13.7 million and $13.3 million during the three months ended September 30, 2025 and 2024, respectively, and $31.5 million and $28.8 million during the nine months ended September 30, 2025, and 2024, respectively, in connection with investments made in companies in exchange for advertising services.
The following tables show the Company’s deferred revenue balance from contracts with customers:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Deferred revenue from contracts with customers: | |||||||||||||||||||||||
Beginning balance(1) | $ | $ | $ | $ | |||||||||||||||||||
| Revenue recognized, included in beginning balance | ( | ( | ( | ( | |||||||||||||||||||
| Additions, net of revenue recognized during period, and other | |||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | |||||||||||||||||||
(1)Deferred revenue from contracts with customers is included within deferred revenue and other long-term liabilities on the Consolidated Balance Sheets, depending upon when revenue is expected to be recognized.
10
IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3 – LEASES
The Company enters into operating lease contracts for land, buildings, structures and other equipment. Arrangements are evaluated at inception to determine whether such arrangements contain a lease. Operating leases primarily include land and building lease contracts and leases of radio towers. Arrangements to lease building space consist primarily of the rental of office space, but may also include leases of other equipment, including automobiles and copiers. Operating leases are reflected on the Company's balance sheet within Operating lease right-of-use assets ("ROU assets") and the related short-term and long-term liabilities are included within Current and Noncurrent operating lease liabilities, respectively.
The Company's finance leases are included within Property, plant and equipment with the related liabilities included within Long-term debt.
ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the respective lease term. Lease expense is recognized on a straight-line basis over the lease term.
The Company tests for impairment of assets whenever events and circumstances indicate that such assets might be impaired. During the nine months ended September 30, 2025, the Company recognized non-cash impairment charges of $5.4 million due to changes in sublease assumptions for ROU assets related to certain operating leases for which management has made proactive decisions to abandon and sublease in connection with strategic actions to streamline the Company’s real estate footprint. There were no lease impairments recognized during the three months ended September 30, 2025.
During the nine months ended September 30, 2024, the Company recognized non-cash impairment charges of $1.5 million due to changes in sublease assumptions for ROU assets related to certain operating leases for which management has made proactive decisions to abandon and sublease in connection with strategic actions to streamline the Company’s real estate footprint. There were no lease impairments recognized during the three months ended September 30, 2024.
The implicit rate within the Company's lease agreements is generally not determinable. As such, the Company uses the incremental borrowing rate ("IBR") to determine the present value of lease payments at the commencement of the lease. The IBR, as defined in ASC 842, is "the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment."
The following table provides supplemental cash flow information related to leases for the periods presented:
| Nine Months Ended September 30, | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Cash paid for amounts included in measurement of operating lease liabilities | $ | $ | |||||||||
Lease liabilities arising from obtaining right-of-use assets(1) | |||||||||||
(1)Lease liabilities from obtaining right-of-use assets include new leases entered into during the nine months ended September 30, 2025 and 2024, respectively.
The Company reflects changes in the lease liability and changes in the ROU asset on a net basis in the Statements of Cash Flows. The non-cash operating lease expense was $14.7 million and $16.2 million for the three months ended September 30, 2025 and 2024, respectively. The non-cash operating lease expense was $47.6 million and $47.7 million for the nine months ended September 30, 2025 and 2024, respectively.
11
IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4 – PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL
Property, Plant and Equipment
The Company’s property, plant and equipment consisted of the following classes of assets:
| (In thousands) | September 30, 2025 | December 31, 2024 | |||||||||
| Land, buildings and improvements | $ | $ | |||||||||
| Towers, transmitters and studio equipment | |||||||||||
| Computer equipment and software | |||||||||||
| Furniture and other equipment | |||||||||||
| Construction in progress | |||||||||||
| Less: accumulated depreciation | |||||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
Indefinite-lived Intangible Assets
The Company’s indefinite-lived intangible assets consist of FCC broadcast licenses in its Multiplatform Group segment.
The Company performs its annual impairment test on goodwill and indefinite-lived intangible assets, including FCC licenses, as of July 1 of each year. In addition, the Company tests for impairment of other intangible assets whenever events and circumstances indicate that such assets might be impaired. As discussed in Note 1, Basis of Presentation, macroeconomic uncertainty, including persistent inflation and elevated interest rates, has contributed to slowing broadcast revenue growth and declines in margins. These factors have negatively impacted the key assumptions used in the discounted cash flow models which are utilized to value our FCC licenses, particularly the industry profit margins used in estimating the market profitability.
The Company's FCC licenses are valued using a combination of direct and market valuation approaches. Key assumptions in the direct valuation approach include market revenue growth rates, profit margin, and the risk-adjusted discount rate as well as other assumptions including market share, duration and profile of the build-up period, estimated start-up costs, and capital expenditures. This data is populated using industry normalized information representing an average asset within a market. The Company obtained the most recent broadcast radio industry revenue projections for use in the valuation model, as well as various other sources to analyze media and broadcast industry market forecasts and other data in developing the assumptions used for purposes of performing impairment testing on the Company's FCC licenses as of July 1, 2025.
FCC licenses valued using a market approach estimate the fair value by referencing recent transactions involving comparable spectrum assets. This method considers observable market data, adjusted for differences in signal strength and market size.
Considerations in developing these assumptions included the expected impact on advertising revenues given the current market uncertainty, ranges of expected timing of recovery, discount rates and other factors. Based on the Company's testing, the estimated fair values of its FCC licenses were below their carrying values. As a result, the Company recognized a non-cash impairment charge of $208.5 million on its FCC licenses as of September 30, 2025. During the nine months ended September 30, 2024, the Company performed interim impairment testing which resulted in the recognition of a non-cash impairment charge of $304.1 million on its FCC licenses.
12
IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Other Intangible Assets
Other intangible assets consists of definite-lived intangible assets, which primarily include customer and advertiser relationships, talent and representation contracts, trademarks and tradenames and other contractual rights, all of which are amortized over the shorter of either the respective lives of the agreements or over the period of time that the assets are expected to contribute directly or indirectly to the Company’s future cash flows. The Company periodically reviews the appropriateness of the amortization periods related to its definite-lived intangible assets. These assets are recorded at amortized cost.
The following table presents the gross carrying amount and accumulated amortization for each major class of other intangible assets.
| (In thousands) | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | ||||||||||||||||||||
| Customer / advertiser relationships | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Talent and other contracts | ( | ( | |||||||||||||||||||||
| Trademarks and tradenames | ( | ( | |||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | |||||||||||||||||
Total amortization expense related to definite-lived intangible assets for the Company for the three months ended September 30, 2025 and 2024 was $53.7 million and $61.2 million, respectively. Total amortization expense related to definite-lived intangible assets for the Company for the nine months ended September 30, 2025 and 2024 was $161.1 million and $184.3 million, respectively.
The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets:
| (In thousands) | |||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
Goodwill
The following table presents the changes in the carrying amount of goodwill:
| (In thousands) | Multiplatform Group | Digital Audio Group | Audio & Media Services Group | Consolidated | |||||||||||||||||||
Balance as of December 31, 2024(1) | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency | |||||||||||||||||||||||
Balance as of September 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||
Goodwill Impairment Assessment
As discussed above, the Company performs its impairment test for each reporting unit’s goodwill as of July 1 of each year. The Company also tests goodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired.
13
IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The goodwill impairment test requires measurement of the fair value of the Company's reporting units, which is compared to the carrying value of the reporting units, including goodwill. Each of the Company's reporting units is valued using a discounted cash flow model which requires estimating future cash flows expected to be generated from the reporting unit, discounted to their present value using a risk-adjusted discount rate. Terminal values were also estimated and discounted to their present value. Assessing the recoverability of goodwill requires the Company to make estimates and assumptions about sales, operating margins, growth rates and discount rates based on the Company's budgets, business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and in management’s judgment in applying these factors.
Based on the Company's impairment test as of July 1, 2025, it determined that the estimated fair values of all of its reporting units exceeded their carrying values, including goodwill. Therefore, no impairment of goodwill was recorded. During the nine months ended September 30, 2024, the Company performed interim impairment testing which resulted in the recognition of a non-cash impairment charge of $616.1 million to reduce the Company's goodwill balance.
While the Company believes it has made reasonable estimates and utilized reasonable assumptions to calculate the fair values of its indefinite-lived FCC licenses and reporting units, it is possible a material change could occur to the estimated fair value of these assets as a result of the uncertainty regarding the magnitude of the impact of current market conditions, as well as the timing of any recovery. If the Company's actual results are not consistent with its estimates, the Company could be exposed to future impairment losses that could be material to its results of operations.
NOTE 5 – LONG-TERM DEBT
Long-term debt outstanding for the Company consisted of the following:
| (In thousands) | September 30, 2025 | December 31, 2024 | |||||||||
Asset-based Revolving Credit Facility due 2027(1) | $ | $ | |||||||||
| Term Loan Facility due 2026 | |||||||||||
| Incremental Term Loan Facility due 2026 | |||||||||||
Term Loan Facility due 2029(2) | |||||||||||
| Other secured subsidiary debt | |||||||||||
| Long-term debt fees | ( | ( | |||||||||
Debt Premium(3) | |||||||||||
| Total Debt | |||||||||||
| Less: Current portion | |||||||||||
| Total long-term debt | $ | $ | |||||||||
(1)On May 22, 2025, iHeartCommunications borrowed $100.0 million under the ABL Facility, the proceeds of which were recorded as cash on the Balance Sheet as of September 30, 2025.
(2)Quarterly amortization payments of $5.4 million (equal to 0.25 % of the original principal amount) are required per the terms of the Term Loan Facility due 2029.
(3)The difference between the carrying value of the exchanged 5.25 % Senior Notes, 4.75 % Senior Secured Notes, and 8.375 % Senior Unsecured Notes and the principal amount of the 7.75 % First Lien Notes due 2030, 7.00 % First Lien Notes due 2031 and 10.875 % Second Lien Notes due 2030 was recorded as debt premium and will be reduced as contractual interest payments are made.
14
IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The Company’s weighted average interest rate was 9.2 % and 9.4 % as of September 30, 2025 and December 31, 2024, respectively. The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $4.1
Surety Bonds and Letters of Credit
As of September 30, 2025, the Company and its subsidiaries had outstanding surety bonds and commercial standby letters of credit of $9.4 million and $32.5 million, respectively. These surety bonds and letters of credit relate to various operational matters including insurance, lease and performance bonds as well as other items.
15
IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 6 – COMMITMENTS AND CONTINGENCIES
The Company and its subsidiaries are involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in the Company’s assumptions or the effectiveness of its strategies related to these proceedings. Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s financial condition or results of operations.
Although the Company is involved in a variety of legal proceedings in the ordinary course of business, a large portion of the Company’s litigation arises in the following contexts: commercial/contract disputes; defamation matters; employment and benefits related claims; intellectual property claims; real estate matters; governmental investigations; and tax disputes.
Alien Ownership Restrictions and FCC Declaratory Ruling
NOTE 7 – INCOME TAXES
On July 4, 2025, the U.S. government enacted a sweeping tax and spending reform law known as the One Big Beautiful Bill Act ("OBBBA"), which builds upon and expands the provisions of the 2017 Tax Cuts and Jobs Act and introduces significant changes to the U.S. federal income tax system, effective beginning with the 2025 calendar year. Key provisions of the legislation include the restoration of 100% bonus depreciation, immediate expensing of domestic research and development costs under a new Section 174A, and the reinstatement of the EBITDA-based limitation for the deductibility of business interest under Section 163(j). These provisions were made permanent by the OBBBA.
The Company has recorded the impacts of the new OBBBA tax provisions in its financial statements for the period ended September 30, 2025. The primary impacts of the legislation were increased tax amortization, depreciation, research and development expenses, and interest deductions in 2025. As a result of these increased tax deductions, the Company now expects a reduction in its tax payments in current and future years. Additionally, the Company recorded a reduction in its valuation allowance against certain deferred tax assets for the effects of the OBBBA tax provisions in the current period. The income tax benefit associated with the change in valuation allowance increased the Company's effective tax rate as described below.
The Company’s income tax benefit (expense) consisted of the following components:
| (In thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Current tax benefit (expense) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Deferred tax benefit | |||||||||||||||||||||||
| Income tax benefit (expense) | $ | $ | ( | $ | $ | ||||||||||||||||||
16
IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The effective tax rates for the three months ended September 30, 2025 and 2024 were 71.6 % and (101.7 )%, respectively. The three month effective tax rate for the period ended September 30, 2025 was primarily impacted by the reduction in valuation allowances recorded during the period due to the enactment of the OBBBA tax provision. This impact was offset by an increase in valuation allowance recorded against certain deferred tax assets arising in the current year, related primarily to disallowed interest expense carryforwards due to uncertainty regarding the Company’s ability to utilize those assets in future periods which was also the primary driver to the effective tax rate for the three months ended September 30, 2024. The deferred tax benefit in 2025 primarily related to the FCC license impairment charges recorded during the third quarter as discussed in Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill, as well as the net change in valuation allowance during the period. The deferred benefit was partially offset by deferred tax expense recorded for accelerated deductions primarily related to previously capitalized research and development costs under the OBBBA tax provision passed in July 2025.
The effective tax rates for the nine months ended September 30, 2025 and 2024 were 2.7 % and 2.2 %, respectively. The effective tax rates were primarily impacted by the forecasted increase in valuation allowance against certain deferred tax assets, related primarily to disallowed interest expense carryforwards due to uncertainty regarding the Company’s ability to utilize those assets in future periods. In 2025, these tax expenses were partially offset by the reduction in valuation allowance during the period ended September 30, 2025 due to the enactment of the OBBBA tax provisions discussed above. The deferred tax benefits primarily related to the FCC license impairment charges recorded during the third quarter of 2025 and the second quarter of 2024 as discussed in Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill, as well as disallowed interest expense. The deferred benefit was partially offset by deferred tax expense recorded for the net change in valuation allowance against certain deferred tax assets, as well as accelerated deductions primarily related to previously capitalized research and development costs under the OBBBA tax provision passed in July 2025.
NOTE 8 – STOCKHOLDERS' DEFICIT
Pursuant to the Company's 2019 Equity Incentive Plan (the "2019 Plan"), the Company historically granted restricted stock units and options to purchase shares of the Company's Class A common stock to certain key individuals. On April 21, 2021, the 2021 Long-Term Incentive Award Plan (the “2021 Plan”) was approved by stockholders and replaced the 2019 Plan. At our 2023 Annual Meeting of Stockholders, an increase to the shares authorized for issuance under the 2021 Plan was approved. Pursuant to the 2021 Plan, the Company will continue to grant equity awards covering shares of the Company's Class A common stock to certain key individuals.
Share-based Compensation
Share-based compensation expenses are recorded in Selling, general and administrative expenses in the Consolidated Statements of Comprehensive Loss. The Company periodically issues restricted stock units ("RSUs") and performance-based RSUs ("Performance RSUs") to certain key employees, some of which are settled in cash. The RSUs vest solely due to continued service over time. The Performance RSUs generally vest upon the achievement of certain market goals, performance goals, and continued service. The majority of these awards are measured over an approximately 1-year to 3-year period from the date of issuance.
The following table presents the Company's total share-based compensation expense by award type:
| (In thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| RSUs | $ | $ | $ | $ | |||||||||||||||||||
| Performance RSUs | |||||||||||||||||||||||
| Options | |||||||||||||||||||||||
Total Share-Based Compensation Expense(1) | $ | $ | $ | $ | |||||||||||||||||||
17
IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
As of September 30, 2025, there was $17.6 million of unrecognized compensation cost related to share-based compensation arrangements. This cost is expected to be recognized over a weighted average period of approximately 1.6 years and assumes Performance RSUs that have not reached their measurement dates will be fully earned at target.
Special Warrants
Each Special Warrant issued under the special warrant agreement entered into in connection with the Reorganization may be exercised by its holder to purchase one share of Class A common stock or Class B common stock at an exercise price of $0.001 per share, unless the Company in its sole discretion believes such exercise would, alone or in combination with any other existing or proposed ownership of common stock, result in, subject to certain exceptions, (a) such exercising holder owning more than 4.99 % of the Company's outstanding Class A common stock, (b) more than 22.5 % of the Company's capital stock or voting interests being owned directly or indirectly by foreign individuals or entities, (c) the Company exceeding any foreign ownership threshold set by the FCC pursuant to a declaratory ruling or specific approval requirement or (d) the Company violating any provision of the Communications Act or restrictions on ownership or transfer imposed by the Company's certificate of incorporation or the decisions, rules and policies of the FCC. Although the agreement governing the Special Warrants provides that the Company may decline to permit the exercise of Special Warrants if such exercise would result in more than 22.5 % of our capital stock or voting interests being owned directly or indirectly by foreign individuals or entities, the Company received a ruling from the FCC permitting it to have up to 100 % foreign ownership in the aggregate. Any holder exercising Special Warrants must complete and timely deliver to the warrant agent the required exercise forms and certifications required under the special warrant agreement.
Computation of Loss per Share
| (In thousands, except per share data) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| NUMERATOR: | |||||||||||||||||||||||
| Net loss attributable to the Company – common shares | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
DENOMINATOR(1): | |||||||||||||||||||||||
| Weighted average common shares outstanding - basic | |||||||||||||||||||||||
Stock options and restricted stock(2): | |||||||||||||||||||||||
| Weighted average common shares outstanding - diluted | |||||||||||||||||||||||
| Net loss attributable to the Company per common share: | |||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted | ( | ( | ( | ( | |||||||||||||||||||
(1)All of the outstanding Class B common stock and Special Warrants are included in both the basic and diluted weighted average common shares outstanding of the Company for the three and nine months ended September 30, 2025 and 2024.
18
IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 9 – SEGMENT DATA
The Company’s primary businesses are included in its Multiplatform Group and Digital Audio Group segments. Revenue and expenses earned and charged between Multiplatform Group, Digital Audio Group, Audio & Media Services Group, and Corporate are eliminated in consolidation. The Multiplatform Group provides media and entertainment services via broadcast delivery and also includes the Company’s events and national syndication businesses. The Digital Audio Group provides media and entertainment services via digital delivery. The Audio & Media Services Group provides other audio and media services, including the Company’s media representation business (Katz Media) and its provider of scheduling and broadcast software (RCS). Corporate includes infrastructure and support, including executive, information technology, human resources, legal, finance, and administrative functions for the Company’s businesses.
Segment Adjusted EBITDA is the segment profitability metric reported to the Company’s Chief Operating Decision Maker ("CODM") for purposes of decisions about allocation of resources to, and assessing performance of, each reportable segment. The Company's CODM is our Chief Executive Officer.
The CODM uses Segment Adjusted EBITDA to evaluate the operating performance of each reportable segment, and to allocate resources. This measure is the primary measure used by management for the planning and forecasting of future periods, as well as for measuring performance for compensation of executives and segment management.
The following tables present the Company's segment results:
| Segments | |||||||||||||||||||||||||||||||||||
| (In thousands) | Multiplatform Group | Digital Audio Group | Audio & Media Services Group | Corporate and other reconciling items | Eliminations | Consolidated | |||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
Direct operating expenses(1) | ( | ||||||||||||||||||||||||||||||||||
Selling, general and administrative expenses(2) | ( | ||||||||||||||||||||||||||||||||||
Segment Adjusted EBITDA(3) | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||||||||||||||||||||
| Impairment charges | ( | ||||||||||||||||||||||||||||||||||
| Other operating expense, net | ( | ||||||||||||||||||||||||||||||||||
| Restructuring expenses | ( | ||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ( | ||||||||||||||||||||||||||||||||||
| Operating loss | $ | ( | |||||||||||||||||||||||||||||||||
| Segment Assets | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Intersegment revenues | — | — | |||||||||||||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||||||||||||||
19
IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| Segments | |||||||||||||||||||||||||||||||||||
| (In thousands) | Multiplatform Group | Digital Audio Group | Audio & Media Services Group | Corporate and other reconciling items | Eliminations | Consolidated | |||||||||||||||||||||||||||||
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
Direct operating expenses(1) | ( | ||||||||||||||||||||||||||||||||||
Selling, general and administrative expenses(2) | ( | ||||||||||||||||||||||||||||||||||
Segment Adjusted EBITDA(3) | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||||||||||||||||||||
| Impairment charges | ( | ||||||||||||||||||||||||||||||||||
| Other operating expense, net | ( | ||||||||||||||||||||||||||||||||||
| Restructuring expenses | ( | ||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ( | ||||||||||||||||||||||||||||||||||
| Operating income | $ | ||||||||||||||||||||||||||||||||||
| Segment Assets | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Intersegment revenues | — | — | |||||||||||||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||||||||||||||
| Segments | |||||||||||||||||||||||||||||||||||
| (In thousands) | Multiplatform Group | Digital Audio Group | Audio & Media Services Group | Corporate and other reconciling items | Eliminations | Consolidated | |||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
Direct operating expenses(1) | ( | ||||||||||||||||||||||||||||||||||
Selling, general and administrative expenses(2) | ( | ||||||||||||||||||||||||||||||||||
Segment Adjusted EBITDA(3) | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||||||||||||||||||||
| Impairment charges | ( | ||||||||||||||||||||||||||||||||||
| Other operating expense, net | ( | ||||||||||||||||||||||||||||||||||
| Restructuring expenses | ( | ||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ( | ||||||||||||||||||||||||||||||||||
| Operating loss | $ | ( | |||||||||||||||||||||||||||||||||
| Segment Assets | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Intersegment revenues | — | — | |||||||||||||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||||||||||||||
20
IHEARTMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| Segments | |||||||||||||||||||||||||||||||||||
| (In thousands) | Multiplatform Group | Digital Audio Group | Audio & Media Services Group | Corporate and other reconciling items | Eliminations | Consolidated | |||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
Direct operating expenses(1) | ( | ||||||||||||||||||||||||||||||||||
Selling, general and administrative expenses(2) | ( | ||||||||||||||||||||||||||||||||||
Segment Adjusted EBITDA(3) | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||||||||||||||||||||
| Impairment charges | ( | ||||||||||||||||||||||||||||||||||
| Other operating expense, net | ( | ||||||||||||||||||||||||||||||||||
| Restructuring expenses | ( | ||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ( | ||||||||||||||||||||||||||||||||||
| Operating loss | $ | ( | |||||||||||||||||||||||||||||||||
| Segment Assets | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Intersegment revenues | — | — | |||||||||||||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||||||||||||||
(1)Includes content, programming, and production costs as well as employee compensation, talent fees, event costs, and music license fees.
(2)Includes administrative employee compensation, sales commissions, trade and barter expense, and rent and utilities.
21
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Format of Presentation
Management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with the consolidated financial statements and related footnotes contained in Part I, Item 1 of this Quarterly Report on Form 10-Q of iHeartMedia, Inc. (the "Company," "iHeartMedia," "we," "our," or "us").
We report based on three reportable segments:
▪the Multiplatform Group, which includes our Broadcast radio, Networks and Sponsorships and Events businesses;
▪the Digital Audio Group, which includes our Digital businesses, including Podcasting; and
▪the Audio & Media Services Group, which includes Katz Media Group (“Katz Media”), our full-service media representation business, and RCS Sound Software ("RCS"), a provider of scheduling and broadcast software and services.
These reporting segments reflect how senior management operates the Company. This structure provides visibility into the underlying performance, results, and margin profiles of our distinct businesses and enables senior management to monitor trends at the operational level and address opportunities or issues as they arise via regular review of segment-level results and forecasts with operational leaders.
Our segment profitability metric is Segment Adjusted EBITDA, which is reported to the Company's Chief Operating Decision Maker ("CODM") for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment. The Company's CODM is our Chief Executive Officer. Segment Adjusted EBITDA is calculated as Revenue less Direct Operating Expenses and Selling, General and Administrative (“SG&A”) Expenses, excluding Restructuring expenses (as defined below) and share-based compensation expenses.
We believe the presentation of our results by segment provides insight into our broadcast radio business and our digital business. We believe that our ability to generate cash flow from operations from our businesses and our current liquidity will provide sufficient resources to fund and operate our business, fund capital expenditures and other obligations and make interest payments on our long-term debt for at least the next twelve months.
Description of our Business
Our strategy centers on delivering entertaining and informative content where our listeners want to find it across our various platforms.
Multiplatform Group
The primary source of revenue for our Multiplatform Group is from selling local and national advertising time on our radio stations, with contracts typically less than one year in duration. The programming formats of our radio stations are designed to reach audiences with targeted demographic characteristics. We work closely with our advertising and marketing partners to develop tools and leverage data to enable advertisers to effectively reach their desired audiences. Our Multiplatform Group also generates revenue from network syndication, nationally recognized events and other miscellaneous transactions.
Management reviews Multiplatform Group's operations’ overall revenue as well as the revenue from each revenue stream including Broadcast Radio, Networks, and Sponsorship and Events. We periodically review and refine our selling structures in all regions and markets in an effort to maximize the value of our offering to advertisers and, therefore, our revenue.
Management also reviews Multiplatform Group's revenue by region and market size. Typically, larger markets can reach larger audiences with wider demographics than smaller markets. Additionally, management reviews our share of audio advertising revenues in markets where such information is available, as well as our share of target demographics listening in an average quarter hour. This metric gauges how well our formats are attracting and retaining listeners.
Management monitors revenue generated through our programmatic ad-buying platform, and our data analytics advertising product, to measure the success of our enhanced marketing optimization tools. We have made significant investments so we can provide the same ad-buying experience that once was only available from digital-only companies and enable our clients to better understand how our assets can successfully reach their target audiences.
22
Management also monitors average advertising rates and cost per mille, the cost of every 1,000 advertisement impressions, which are principally based on the length of the spot and how many people in a targeted audience listen to our stations, as measured by an independent ratings service. In addition, our advertising rates are influenced by the time of day the advertisement airs, with morning and evening drive-time hours typically priced the highest. Our price and yield information systems enable our station managers and sales teams to adjust commercial inventory and pricing based on local market demand, as well as to manage and monitor different commercial durations in order to provide more effective advertising for our customers at what we believe are optimal prices. Yield is measured by management in a variety of ways, including revenue earned divided by minutes of advertising sold.
A portion of our Multiplatform Group segment’s expenses vary in connection with changes in revenue. These variable expenses primarily relate to costs in our programming and sales departments, including profit sharing fees and commissions.
Digital Audio Group
The primary source of revenue in the Digital Audio Group segment is the sale of advertising on our podcast network, iHeartRadio mobile application and website, and station websites. Revenues for digital advertising are recognized over time based on impressions delivered or time elapsed, depending upon the terms of the contract. Digital Audio Group’s contracts with advertisers are typically a year or less in duration and are generally billed monthly upon satisfaction of the performance obligations.
Through our Digital Audio Group, we continue to expand the choices for listeners. We derive revenue in this segment by developing and delivering our content and selling advertising across multiple digital distribution channels, including via our iHeartRadio mobile application, our station websites and other digital platforms that reach national, regional and local audiences.
Our strategy has enabled us to extend our leadership in the growing podcasting sector, and iHeartMedia is the number one podcast publisher in America. Our reach now extends across more than 500 platforms and thousands of different connected devices, and our digital business is comprised of podcasting, streaming, subscription, display advertisements, and other content that is disseminated over digital platforms.
A portion of our Digital Audio Group segment’s expenses vary in connection with changes in revenue. These variable expenses primarily relate to our content costs including profit sharing fees and third-party content costs, as well as sales commissions. Certain of our content costs, including digital music performance royalties, vary with the volume of listening hours on our digital platforms.
Audio & Media Services Group
Audio & Media Services Group revenue is generated by services provided to broadcast industry participants through our Katz Media and RCS businesses. As a media representation firm, Katz Media generates revenue via commissions on media sold on behalf of the radio and television stations that it represents, while RCS generates revenue by providing broadcast software and media streaming, along with research services for radio stations, broadcast television stations, cable channels, record labels, ad agencies and internet stations worldwide.
Economic Conditions
Our advertising revenue, cash flows, and cost of capital are impacted by changes in economic conditions. Higher interest rates and inflation have continued to contribute to a challenging macroeconomic environment. This environment has led to broader market uncertainty which has impacted our revenues and cash flows. We are monitoring ongoing developments surrounding international trade that may pressure the advertising budgets of our customers and could impact our financial results in future periods. The current market uncertainty and macroeconomic conditions, a recession, or a downturn in the U.S. economy could have a significant impact on our ability to generate revenue and cash flows.
23
Modernization Initiatives
We implemented operating expense savings initiatives during 2024 to streamline our organization and increase automation and the use of technology. These modernization initiatives included headcount reductions and other actions and are anticipated to have approximately $150 million of net savings for full year 2025. Early in the fourth quarter of 2025, we implemented additional initiatives, mainly related to headcount reductions, that are expected to generate approximately $50 million of additional annual savings beginning in 2026. We continue to explore opportunities for further efficiencies.
Impairment Charges
We perform our annual impairment test on our goodwill and indefinite-lived Federal Communication Commission ("FCC") licenses as of July 1 of each year. As discussed above, macroeconomic uncertainty, including persistent inflation and elevated interest rates, has contributed to slowing broadcast revenue growth and declines in margins. These factors have negatively impacted the key assumptions used in the discounted cash flow models which are utilized to value our FCC licenses, particularly the industry profit margins used in estimating the market profitability.
Our FCC licenses are valued using a combination of direct and market valuation approaches. Key assumptions in the direct valuation approach include market revenue growth rates, profit margin, and the risk-adjusted discount rate as well as other assumptions including market share, duration and profile of the build-up period, estimated start-up costs and capital expenditures. This data is populated using industry normalized information representing an average asset within a market. We obtained the most recent broadcast radio industry revenue projections as well as various other sources of data in developing the assumptions used for purposes of performing impairment testing on our FCC licenses as of July 1, 2025.
FCC licenses valued using a market approach estimate the fair value by referencing recent transactions involving comparable spectrum assets. This method considers observable market data, adjusted for differences in signal strength and market size.
Considerations in developing these assumptions included the expected impact on advertising revenues given the current market uncertainty, ranges of expected timing of recovery, discount rates and other factors. Based on our testing, the estimated fair value of our FCC licenses was below their carrying values. As a result, we recognized a non-cash impairment charge of $208.5 million on our FCC licenses.
The goodwill impairment test requires us to measure the fair value of our reporting units and compare the estimated fair value to the carrying value, including goodwill. Each of our reporting units is valued using a discounted cash flow model which requires estimating future cash flows expected to be generated from the reporting unit, discounted to their present value using a risk-adjusted discount rate. Terminal values were also estimated and discounted to their present value. Assessing the recoverability of goodwill requires us to make estimates and assumptions about sales, operating margins, growth rates and discount rates based on our budgets, business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and in management’s judgment in applying these factors.
The fair values of our reporting units were reevaluated as of July 1, 2025 as part of our annual impairment assessment and no goodwill impairment was recorded as the estimated fair values of our reporting units exceeded the carrying values of the reporting units’ net assets, including goodwill.
While we believe we have made reasonable estimates and utilized reasonable assumptions to calculate the fair values of our indefinite-lived FCC licenses and reporting units, it is possible a material change could occur to the estimated fair value of these assets as a result of the uncertainty regarding the impact of current market conditions, as well as the timing of any recovery. If our actual results are not consistent with our estimates, we could be exposed to future impairment losses that could be material to our results of operations.
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Executive Summary
Consolidated revenues for the third quarter of 2025 decreased due to a decrease in political revenues as 2024 was a presidential election year and lower spending on radio advertising as a result of continued uncertain market conditions, partially offset by an increase in digital and podcast advertising revenue driven by a continued increase in demand for digital advertising.
The key developments that impacted our business during the quarter are summarized below:
•Consolidated Revenue of $997.0 million decreased $11.1 million, or 1.1%, during the quarter ended September 30, 2025 compared to Consolidated Revenue of $1,008.1 million in the prior year's third quarter.
•Multiplatform Group Revenue decreased $28.3 million, or 4.6%, and Segment Adjusted EBITDA decreased $10.7 million, or 8.3%, compared to the prior year's third quarter, respectively.
•Digital Audio Group Revenue increased $40.7 million, or 13.5%, and Segment Adjusted EBITDA increased $30.3 million, or 30.3%, compared to the prior year's third quarter, respectively.
•Audio & Media Services Group Revenue decreased $23.4 million, or 26.0%, and Segment Adjusted EBITDA decreased $21.8 million, or 49.1%, compared to the prior year's third quarter, respectively.
•Operating loss of $116.3 million changed $193.0 million from Operating income of $76.7 million in the prior year’s third quarter primarily due to non-cash impairment charges of $208.5 million recognized in the third quarter of 2025 related to our FCC licenses.
•Net loss of $65.8 million increased $24.4 million from $41.3 million in the prior year's third quarter.
•Cash flows used for operating activities of $9.5 million changed from cash flows provided by operating activities of $102.8 million in the prior year's third quarter.
•Adjusted EBITDA(1) of $204.8 million increased $0.2 million from $204.6 million in the prior year's third quarter.
•Free cash flow(2) of $(32.8) million decreased from $73.3 million in the prior year's third quarter.
The table below presents a summary of our historical results of operations for the periods presented:
| (In thousands) | Three Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Revenue | $ | 997,010 | $ | 1,008,133 | |||||||||||||||||||
| Operating income (loss) | (116,277) | 76,720 | |||||||||||||||||||||
| Net loss | (65,761) | (41,325) | |||||||||||||||||||||
| Cash provided by (used for) operating activities | (9,549) | 102,765 | |||||||||||||||||||||
Adjusted EBITDA(1) | $ | 204,754 | $ | 204,585 | |||||||||||||||||||
Free cash flow(2) | (32,815) | 73,345 | |||||||||||||||||||||
(1)For a definition of Adjusted EBITDA and a reconciliation to Operating income (loss), the most closely comparable U.S. generally accepted accounting principles ("GAAP") measure, and to Net loss, please see "Reconciliation of Operating income (loss) to Adjusted EBITDA" and "Reconciliation of Net loss to EBITDA and Adjusted EBITDA" in this MD&A.
(2)For a definition of Free cash flow and a reconciliation to Cash provided by (used for) operating activities, the most closely comparable GAAP measure, please see “Reconciliation of Cash provided by (used for) operating activities to Free cash flow” in this MD&A.
25
Results of Operations
The table below presents the comparison of our historical results of operations:
| (In thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| Revenue | $ | 997,010 | $ | 1,008,133 | $ | 2,737,764 | $ | 2,736,263 | |||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||
Direct operating expenses (excludes depreciation and amortization) | 399,140 | 409,745 | 1,146,660 | 1,133,154 | |||||||||||||||||||||||||
Selling, general and administrative expenses (excludes depreciation and amortization) | 414,424 | 418,833 | 1,208,300 | 1,235,591 | |||||||||||||||||||||||||
| Depreciation and amortization | 90,061 | 101,331 | 272,331 | 310,849 | |||||||||||||||||||||||||
| Impairment charges | 208,501 | 412 | 213,908 | 922,144 | |||||||||||||||||||||||||
| Other operating expense | 1,161 | 1,092 | 2,906 | 2,180 | |||||||||||||||||||||||||
| Operating income (loss) | (116,277) | 76,720 | (106,341) | (867,655) | |||||||||||||||||||||||||
| Interest expense, net | 101,779 | 95,715 | 303,059 | 286,807 | |||||||||||||||||||||||||
| Gain (loss) on investments, net | (13,203) | (103) | (32,698) | 91,479 | |||||||||||||||||||||||||
| Equity in earnings (loss) of nonconsolidated affiliates | 13 | (2,587) | 12 | (2,693) | |||||||||||||||||||||||||
| Loss on extinguishment of debt | (109) | — | (1,569) | — | |||||||||||||||||||||||||
| Other income (expense), net | (15) | 1,195 | 1,026 | 468 | |||||||||||||||||||||||||
| Loss before income taxes | (231,370) | (20,490) | (442,629) | (1,065,208) | |||||||||||||||||||||||||
| Income tax benefit (expense) | 165,609 | (20,835) | 11,997 | 23,786 | |||||||||||||||||||||||||
| Net loss | (65,761) | (41,325) | (430,632) | (1,041,422) | |||||||||||||||||||||||||
Less amount attributable to noncontrolling interest | 503 | (60) | 336 | 9 | |||||||||||||||||||||||||
| Net loss attributable to the Company | $ | (66,264) | $ | (41,265) | $ | (430,968) | $ | (1,041,431) | |||||||||||||||||||||
The table below presents the comparison of our revenue streams:
| (In thousands) | Three Months Ended September 30, | % | Nine Months Ended September 30, | % | |||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||||||||||||||
| Broadcast Radio | $ | 427,024 | $ | 448,808 | (4.9) | % | $ | 1,163,549 | $ | 1,233,636 | (5.7) | % | |||||||||||||||||||||||||||||||||||
| Networks | 114,273 | 115,310 | (0.9) | % | 321,549 | 323,952 | (0.7) | % | |||||||||||||||||||||||||||||||||||||||
| Sponsorship and Events | 45,504 | 50,329 | (9.6) | % | 110,610 | 117,279 | (5.7) | % | |||||||||||||||||||||||||||||||||||||||
| Other | 4,406 | 5,097 | (13.6) | % | 13,075 | 14,047 | (6.9) | % | |||||||||||||||||||||||||||||||||||||||
| Multiplatform Group | 591,207 | 619,544 | (4.6) | % | 1,608,783 | 1,688,914 | (4.7) | % | |||||||||||||||||||||||||||||||||||||||
| Digital, excluding Podcast | 202,018 | 186,996 | 8.0 | % | 552,829 | 516,433 | 7.0 | % | |||||||||||||||||||||||||||||||||||||||
| Podcast | 139,673 | 114,045 | 22.5 | % | 390,005 | 309,190 | 26.1 | % | |||||||||||||||||||||||||||||||||||||||
| Digital Audio Group | 341,691 | 301,041 | 13.5 | % | 942,834 | 825,623 | 14.2 | % | |||||||||||||||||||||||||||||||||||||||
| Audio & Media Services Group | 66,605 | 90,050 | (26.0) | % | 193,664 | 229,300 | (15.5) | % | |||||||||||||||||||||||||||||||||||||||
| Eliminations | (2,493) | (2,502) | (7,517) | (7,574) | |||||||||||||||||||||||||||||||||||||||||||
| Revenue, total | $ | 997,010 | $ | 1,008,133 | (1.1) | % | $ | 2,737,764 | $ | 2,736,263 | 0.1 | % | |||||||||||||||||||||||||||||||||||
26
Consolidated results for the three and nine months ended September 30, 2025 compared to the consolidated results for the three and nine months ended September 30, 2024 were as follows:
Revenue
Consolidated revenue decreased $11.1 million during the three months ended September 30, 2025 compared to the same period of 2024. Multiplatform Group revenue decreased $28.3 million, or 4.6%, primarily resulting from lower political revenues, as 2024 was a presidential election year, as well as a decrease in broadcast advertising in connection with continued uncertain market conditions, partially offset by an increase in non-cash trade revenue resulting from strategic marketing initiatives. Digital Audio Group revenue increased $40.7 million, or 13.5%, driven primarily by continuing increases in demand for digital and podcast advertising, as well as increased non-cash trade revenue resulting from strategic marketing initiatives. Audio & Media Services revenue decreased $23.4 million, or 26.0%, primarily as a result of lower political revenues at Katz Media, as 2024 was a presidential election year.
Consolidated revenue increased $1.5 million during the nine months ended September 30, 2025 compared to the same period of 2024. Multiplatform Group revenue decreased $80.1 million, or 4.7%, primarily resulting from a decrease in broadcast advertising in connection with continued uncertain market conditions, and lower political revenues, as 2024 was a presidential election year. Digital Audio Group revenue increased $117.2 million, or 14.2%, driven primarily by continuing increases in demand for digital and podcast advertising, as well as increased non-cash trade revenue resulting from strategic marketing initiatives. Audio & Media Services revenue decreased $35.6 million, or 15.5%, primarily as a result of Katz Media revenue largely due to lower political revenues, as 2024 was a presidential election year, as well as nonrecurring contract termination fees earned by Katz Media in 2024, partially offset by an increase in digital advertising.
Direct Operating Expenses
Consolidated direct operating expenses decreased $10.6 million, or 2.6%, during the three months ended September 30, 2025, compared to the same period of 2024. The decrease was primarily driven by lower employee compensation cost in connection with modernization initiatives taken in 2024, partially offset by higher variable content costs, including higher third-party digital costs related to the increase in digital revenues.
Consolidated direct operating expenses increased $13.5 million, or 1.2%, during the nine months ended September 30, 2025 compared to the same period of 2024. The increase was primarily driven by higher variable content costs, including higher podcast profit share and third-party digital costs related to the increase in digital revenues, partially offset by a decrease in employee compensation cost in connection with modernization initiatives taken in 2024.
Selling, General and Administrative Expenses
Consolidated SG&A expenses decreased $4.4 million, or 1.1%, during the three months ended September 30, 2025, compared to the same period of 2024. The decrease was driven primarily by a decrease in costs incurred in connection with executing on our cost savings initiatives, including decreased employee compensation cost due to our modernization initiatives as well as lower sales commissions related to the decline in broadcast revenue, partially offset by increases in bad debt expense and employee benefit expense related to the reestablishment of the 401(k) match program during the first quarter of 2025.
Consolidated SG&A expenses decreased $27.3 million, or 2.2%, during the nine months ended September 30, 2025 compared to the same period of 2024. The decrease was driven primarily by a decrease in costs incurred in connection with executing on our cost savings initiatives, including decreased employee compensation cost due to our modernization initiatives, as well as lower sales commissions related to the decline in broadcast revenue, partially offset by increases in bonus expense based on 2025 results, non-cash trade and barter expense, and employee benefit expense related to the reestablishment of the 401(k) match program during the first quarter of 2025.
Depreciation and Amortization
Depreciation and amortization decreased $11.3 million and $38.5 million during the three and nine months ended September 30, 2025, respectively, compared to the same periods of 2024 primarily as a result of a lower fixed asset base due to lower levels of capital expenditures.
27
Impairment Charges
During the three and nine months ended September 30, 2025, we recorded non-cash impairment charges of $208.5 million and $213.9 million, respectively, primarily to reduce the carrying values of our indefinite-lived FCC licenses to their estimated fair values during the third quarter of 2025 as discussed above. No impairment related to our goodwill was recorded during the three and nine months ended September 30, 2025 as discussed in Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill.
During the nine months ended September 30, 2024, we recorded non-cash impairment charges of $922.1 million primarily to reduce the carrying values of our indefinite-lived FCC licenses and our goodwill to their estimated fair values. The 2024 impairment charges resulted from the economic uncertainty due to inflation and higher interest rates that has had an adverse impact on our results, and has resulted in a significant decrease in the trading values of our debt and equity securities for a sustained period.
Interest Expense, net
Interest expense increased $6.1 million and $16.3 million during the three and nine months ended September 30, 2025, respectively, compared to the same periods of 2024 primarily as a result of an increase in contractual interest rates in connection with the debt exchange transaction that closed in the fourth quarter of 2024.
Gain (Loss) On Investments, Net
During the three and nine months ended September 30, 2025, we recognized losses on investments, net of $13.2 million and $32.7 million, respectively, related to declines in the value of our investments.
During the nine months ended September 30, 2024, we recognized a gain on investments, net of $91.5 million, related primarily to the $101.4 million gain recognized on the sale of our investment in Broadcast Music, Inc. ("BMI") in the first quarter of 2024, partially offset by declines in the value of certain investments.
Income Tax Benefit (Expense)
Our effective tax rates for the three months ended September 30, 2025 and 2024 were 71.6% and (101.7)%, respectively. The three month effective tax rate for the period ended September 30, 2025 was primarily impacted by the reduction in valuation allowances recorded during the period due to the enactment of the One Big Beautiful Bill Act ("OBBBA") tax provisions discussed in Note 7, Income Taxes. These tax benefits were partially offset by an increase in valuation allowance recorded against certain deferred tax assets arising in the current year, related primarily to disallowed interest expense carryforwards due to uncertainty regarding the Company’s ability to utilize those assets in future periods. The deferred tax benefit primarily related to the FCC license impairment charges recorded during the third quarter of 2025 as discussed in Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill, as well as the net change in valuation allowance during the period. The deferred benefit was partially offset by deferred tax expense recorded for accelerated deductions primarily related to previously capitalized research and development costs under the OBBBA tax provision passed in July 2025. As a result of these increased tax deductions, we now expect a reduction in our tax payments in current and future years.
Our effective tax rates for the nine months ended September 30, 2025 and 2024 were 2.7% and 2.2%, respectively. The effective tax rates were primarily impacted by the forecasted increase in valuation allowance against certain deferred tax assets, related primarily to disallowed interest expense carryforwards due to uncertainty regarding the Company’s ability to utilize those assets in future periods. In 2025, these tax expenses were partially offset by the reduction in valuation allowance during the period ended September 30, 2025 due to the enactment of the OBBBA tax provisions discussed in Note 7, Income Taxes. The deferred tax benefits primarily related to the FCC license impairment charges recorded during the third quarter of 2025 and the second quarter of 2024 as discussed in Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill, as well as disallowed interest expense. The deferred benefit was partially offset by deferred tax expense recorded for the net change in valuation allowance against certain deferred tax assets, as well as accelerated deductions primarily related to previously capitalized research and development costs under the OBBBA tax provision passed in July 2025.
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Net Loss Attributable to the Company
Net loss attributable to the Company increased $25.0 million to $66.3 million during the three months ended September 30, 2025 compared to $41.3 million during the three months ended September 30, 2024, primarily due to the non-cash impairment charges of $208.5 million recognized in the third quarter of 2025, partially offset by an increase in the deferred tax benefits recorded in 2025 compared to the prior year period.
Net loss attributable to the Company improved $610.5 million to $431.0 million during the nine months ended September 30, 2025 compared to $1,041.4 million during the nine months ended September 30, 2024. The improvement was primarily due to the non-cash impairment charges of $922.1 million recognized in 2024 compared to $213.9 million recognized in 2025, partially offset by the $101.4 million gain recognized on the sale of our investment in BMI in the first quarter of 2024.
Multiplatform Group Results
| (In thousands) | Three Months Ended September 30, | % | Nine Months Ended September 30, | % | |||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 591,207 | $ | 619,544 | (4.6) | % | $ | 1,608,783 | $ | 1,688,914 | (4.7) | % | |||||||||||||||||||||||||||||||||||
Operating expenses(1) | 472,055 | 489,672 | (3.6) | % | 1,323,260 | 1,377,597 | (3.9) | % | |||||||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | 119,152 | $ | 129,872 | (8.3) | % | $ | 285,523 | $ | 311,317 | (8.3) | % | |||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA margin | 20.2 | % | 21.0 | % | 17.7 | % | 18.4 | % | |||||||||||||||||||||||||||||||||||||||
(1)Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.
Three months
Revenue from our Multiplatform Group decreased $28.3 million compared to the prior year primarily due to lower political revenues, as 2024 was a presidential election year, as well as a decrease in broadcast advertising in connection with continued uncertain market conditions, partially offset by an increase in non-cash trade revenue resulting from strategic marketing initiatives. Broadcast revenue decreased $21.8 million, or 4.9%, year-over-year, driven by lower spot revenue. Networks decreased $1.0 million, or 0.9%, year-over-year. Revenue from Sponsorship and Events decreased $4.8 million, or 9.6%, year-over-year.
Operating expenses decreased $17.6 million, driven primarily by a decrease in employee compensation cost due to our modernization initiatives, as well as lower sales commissions related to the decline in broadcast revenue, partially offset by an increase in bad debt expense.
Nine months
Revenue from our Multiplatform Group decreased $80.1 million compared to the prior year primarily due to a decrease in broadcast advertising in connection with continued uncertain market conditions, as well as lower political revenues as 2024 was a presidential election year. Broadcast revenue decreased $70.1 million, or 5.7%, year-over-year, driven by lower spot revenue. Networks decreased $2.4 million, or 0.7%, year-over-year. Revenue from Sponsorship and Events decreased $6.7 million, or 5.7%, year-over-year.
Operating expenses decreased $54.3 million, driven primarily by a decrease in employee compensation cost due to our modernization initiatives, as well as lower sales commissions related to the decline in broadcast revenue.
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Digital Audio Group Results
| (In thousands) | Three Months Ended September 30, | % | Nine Months Ended September 30, | % | |||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 341,691 | $ | 301,041 | 13.5 | % | $ | 942,834 | $ | 825,623 | 14.2 | % | |||||||||||||||||||||||||||||||||||
Operating expenses(1) | 211,385 | 201,035 | 5.1 | % | 617,835 | 565,620 | 9.2 | % | |||||||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | 130,306 | $ | 100,006 | 30.3 | % | $ | 324,999 | $ | 260,003 | 25.0 | % | |||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA margin | 38.1 | % | 33.2 | % | 34.5 | % | 31.5 | % | |||||||||||||||||||||||||||||||||||||||
(1)Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.
Three months
Revenue from our Digital Audio Group increased $40.7 million compared to the prior year, driven by Podcast revenue which increased by $25.6 million, or 22.5% year-over-year, primarily due to a continued increase in demand for podcasting from advertisers, and Digital, excluding Podcast revenue, which increased $15.0 million, or 8.0% year-over-year, primarily due to an increase in demand for digital advertising, as well as increased non-cash trade revenue resulting from strategic marketing initiatives.
Operating expenses increased $10.4 million, primarily driven by higher variable content costs, including third-party digital costs related to the increase in revenues, bonus expense based on 2025 results and non-cash trade expenses.
Nine months
Revenue from our Digital Audio Group increased $117.2 million compared to the prior year, driven by Podcast revenue which increased by $80.8 million, or 26.1% year-over-year, primarily due to a continued increase in demand for podcasting from advertisers, and Digital, excluding Podcast revenue, which increased $36.4 million, or 7.0% year-over-year, primarily due to an increase in demand for digital advertising, as well as increased non-cash trade revenue resulting from strategic marketing initiatives.
Operating expenses increased $52.2 million, primarily driven by higher variable content costs, including higher podcast profit share and third-party digital costs related to the increase in revenues.
Audio & Media Services Group Results
| (In thousands) | Three Months Ended September 30, | % | Nine Months Ended September 30, | % | |||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 66,605 | $ | 90,050 | (26.0) | % | $ | 193,664 | $ | 229,300 | (15.5) | % | |||||||||||||||||||||||||||||||||||
Operating expenses(1) | 44,020 | 45,641 | (3.6) | % | 131,560 | 137,347 | (4.2) | % | |||||||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | 22,585 | $ | 44,409 | (49.1) | % | $ | 62,104 | $ | 91,953 | (32.5) | % | |||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA margin | 33.9 | % | 49.3 | % | 32.1 | % | 40.1 | % | |||||||||||||||||||||||||||||||||||||||
(1)Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.
Three months
Revenue from our Audio & Media Services Group decreased $23.4 million compared to the prior year period primarily due to lower political revenues as 2024 was a presidential election year, as well as a decrease in broadcast advertising in connection with uncertain market conditions.
Operating expenses decreased $1.6 million primarily due to a decrease in employee compensation cost due to our modernization initiatives.
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Nine months
Revenue from our Audio & Media Services Group decreased $35.6 million compared to the prior year period primarily due to contract termination fees earned by Katz Media in the first quarter of 2024, a decrease in broadcast advertising in connection with uncertain market conditions, as well as lower political revenues as 2024 was a presidential election year, partially offset by increased demand for digital advertising.
Operating expenses decreased $5.8 million primarily due to a decrease in employee compensation cost due to our modernization initiatives.
Reconciliation of Operating income (loss) to EBITDA and Adjusted EBITDA
| (In thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Operating income (loss) | $ | (116,277) | $ | 76,720 | $ | (106,341) | $ | (867,655) | |||||||||||||||
| Depreciation and amortization | 90,061 | 101,331 | 272,331 | 310,849 | |||||||||||||||||||
| Impairment charges | 208,501 | 412 | 213,908 | 922,144 | |||||||||||||||||||
| Other operating expense | 1,161 | 1,092 | 2,906 | 2,180 | |||||||||||||||||||
| Restructuring expenses | 9,695 | 16,767 | 54,763 | 67,928 | |||||||||||||||||||
| Share-based compensation expense | 11,613 | 8,263 | 27,902 | 23,963 | |||||||||||||||||||
Adjusted EBITDA(1) | $ | 204,754 | $ | 204,585 | $ | 465,469 | $ | 459,409 | |||||||||||||||
Reconciliation of Net loss to EBITDA and Adjusted EBITDA
| (In thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net loss | $ | (65,761) | $ | (41,325) | $ | (430,632) | $ | (1,041,422) | |||||||||||||||
| Income tax (benefit) expense | (165,609) | 20,835 | (11,997) | (23,786) | |||||||||||||||||||
| Interest expense, net | 101,779 | 95,715 | 303,059 | 286,807 | |||||||||||||||||||
| Depreciation and amortization | 90,061 | 101,331 | 272,331 | 310,849 | |||||||||||||||||||
| EBITDA | $ | (39,530) | $ | 176,556 | $ | 132,761 | $ | (467,552) | |||||||||||||||
| (Gain) loss on investments, net | 13,203 | 103 | 32,698 | (91,479) | |||||||||||||||||||
| Loss on extinguishment of debt | 109 | — | 1,569 | — | |||||||||||||||||||
| Other (income) expense, net | 15 | (1,195) | (1,026) | (468) | |||||||||||||||||||
| Equity in (earnings) loss of nonconsolidated affiliates | (13) | 2,587 | (12) | 2,693 | |||||||||||||||||||
| Impairment charges | 208,501 | 412 | 213,908 | 922,144 | |||||||||||||||||||
| Other operating expense | 1,161 | 1,092 | 2,906 | 2,180 | |||||||||||||||||||
| Restructuring expenses | 9,695 | 16,767 | 54,763 | 67,928 | |||||||||||||||||||
| Share-based compensation expense | 11,613 | 8,263 | 27,902 | 23,963 | |||||||||||||||||||
Adjusted EBITDA(1) | $ | 204,754 | $ | 204,585 | $ | 465,469 | $ | 459,409 | |||||||||||||||
(1)We define Adjusted EBITDA as consolidated Operating income (loss) adjusted to exclude restructuring expenses included within Direct operating expenses and SG&A expenses, and share-based compensation expenses included within SG&A expenses, as well as the following line items presented in our Statements of Operations: Depreciation and amortization, Impairment charges and Other operating expense. Alternatively, Adjusted EBITDA is calculated as Net loss, adjusted to exclude Income tax (benefit) expense, Interest expense, net, Depreciation and amortization, (Gain) loss on investments, net, Loss on extinguishment of debt, Other (income) expense, net, Equity in (earnings) loss of nonconsolidated affiliates, Impairment charges, Other operating expense, Restructuring expenses and Share-based compensation expense. Restructuring expenses primarily include expenses incurred in connection with cost-saving initiatives, as well as certain expenses, which, in the view of management, are outside the ordinary course of business or otherwise not representative of the Company's operations during a normal business cycle. We use Adjusted EBITDA, among other measures, to evaluate the Company’s operating performance. This measure is among the primary measures used by management for the planning and forecasting of future
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periods, as well as for measuring performance for compensation of executives and other members of management. We believe this measure is an important indicator of our operational strength and performance of our business because it provides a link between operational performance and Operating income (loss). We believe the presentation of this measure is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by management. We believe it helps improve investors’ ability to understand our operating performance and makes it easier to compare our results with other companies that have different capital structures or tax rates. In addition, we believe this measure is also among the primary measures used externally by our investors, analysts and peers in our industry for purposes of valuation and comparing our operating performance to other companies in our industry. Since Adjusted EBITDA is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, Operating income (loss) or Net loss as an indicator of operating performance and may not be comparable to similarly titled measures employed by other companies. Adjusted EBITDA is not necessarily a measure of our ability to fund our cash needs. Because it excludes certain financial information compared with operating income and compared with consolidated Net loss, the most directly comparable GAAP financial measures, users of this financial information should consider the types of events and transactions which are excluded.
Reconciliation of Cash provided by (used for) operating activities to Free Cash Flow
| (In thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Cash provided by (used for) operating activities | $ | (9,549) | $ | 102,765 | $ | (63,672) | $ | 70,217 | |||||||||||||||
| Purchases of property, plant and equipment | (23,266) | (29,420) | (62,993) | (72,174) | |||||||||||||||||||
Free cash flow(1) | $ | (32,815) | $ | 73,345 | $ | (126,665) | $ | (1,957) | |||||||||||||||
(1)We define Free cash flow ("Free Cash Flow") as Cash provided by (used for) operating activities less capital expenditures, which is disclosed as Purchases of property, plant and equipment in the Company's Consolidated Statements of Cash Flows. We use Free Cash Flow, among other measures, to evaluate the Company’s liquidity and its ability to generate cash flow. We believe that Free Cash Flow is meaningful to investors because we review cash flows generated from operations after taking into consideration capital expenditures due to the fact that these expenditures are considered to be a necessary component of ongoing operations. In addition, we believe that Free Cash Flow helps improve investors' ability to compare our liquidity with other companies. Since Free Cash Flow is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, Cash provided by (used for) operating activities and may not be comparable to similarly titled measures employed by other companies. Free Cash Flow is not necessarily a measure of our ability to fund our cash needs.
Share-Based Compensation Expense
On April 21, 2021, our 2021 Long-Term Incentive Award Plan (the "2021 Plan") was approved by stockholders and replaced the prior plan. On February 23, 2023, our Board adopted an amendment to the 2021 Plan, which provided for an increase to the shares authorized for issuance under the 2021 Plan. At our 2023 Annual Meeting of Stockholders, the amendment was approved. Pursuant to our 2021 Plan, we may grant restricted stock units and options to purchase shares of the Company's Class A common stock to certain key individuals.
Share-based compensation expenses are recorded in SG&A expenses and were $11.6 million and $8.3 million for the three months ended September 30, 2025 and 2024, respectively, and $27.9 million and $24.0 million for the nine months ended September 30, 2025 and 2024, respectively.
As of September 30, 2025, there was $17.6 million of unrecognized compensation cost related to unvested share-based compensation arrangements. This cost is expected to be recognized over a weighted average period of approximately 1.6 years and assumes Performance RSUs will be fully earned at target. See Note 8, Stockholders' Deficit, for more information.
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LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The following discussion highlights cash flow activities during the periods presented:
| (In thousands) | Nine Months Ended September 30, | ||||||||||
| 2025 | 2024 | ||||||||||
| Cash provided by (used for): | |||||||||||
| Operating activities | $ | (63,672) | $ | 70,217 | |||||||
| Investing activities | (57,876) | 23,517 | |||||||||
| Financing activities | 53,894 | (8,443) | |||||||||
Free Cash Flow(1) | (126,665) | (1,957) | |||||||||
(1)For a definition of Free Cash Flow and a reconciliation to Cash provided by (used for) operating activities, the most closely comparable GAAP measure, please see “Reconciliation of Cash provided by (used for) operating activities to Free Cash Flow” in this MD&A.
Operating Activities
Cash used for operating activities was $63.7 million during the nine months ended September 30, 2025 compared to $70.2 million provided by operating activities during the nine months ended September 30, 2024. The decrease was primarily due to timing of expense recognition related to trade and barter revenue resulting from strategic marketing initiatives, a reduction in accrued income taxes as a result of the OBBBA, and timing of payments, partially offset by the timing of interest payments as accrued interest was paid in the fourth quarter of 2024 upon closing of the debt exchange transaction that would have been paid in 2025 under the old debt terms.
Investing Activities
Cash used for investing activities of $57.9 million during the nine months ended September 30, 2025 primarily reflects $63.0 million in cash used for capital expenditures. For capital expenditures, we spent $28.2 million in our Multiplatform Group segment primarily related to our IT infrastructure and real estate optimization initiatives, $15.0 million in our Digital Audio Group segment primarily related to IT infrastructure, $13.2 million in our Audio & Media Services Group segment, primarily related to software, and $6.6 million in Corporate primarily related to equipment and software purchases.
Cash provided by investing activities of $23.5 million during the nine months ended September 30, 2024 primarily reflects $101.4 million of proceeds received from the sale of our investment in BMI, partially offset by $72.2 million in cash used for capital expenditures. For capital expenditures, we spent $38.2 million in our Multiplatform Group segment primarily related to our IT infrastructure and real estate optimization initiatives, $17.0 million in our Digital Audio Group segment primarily related to IT infrastructure, $5.8 million in our Audio & Media Services Group segment, primarily related to software, and $11.1 million in Corporate primarily related to equipment and software purchases.
Financing Activities
Cash provided by financing activities totaled $53.9 million during the nine months ended September 30, 2025 primarily due to the $100.0 million borrowed under the $450.0 million ABL Facility (defined below), partially offset by the quarterly amortization payments on the Term Loans due 2029 and payments reducing our debt premium recorded in connection with the debt exchange transaction completed in the fourth quarter of 2024.
Cash used for financing activities totaled $8.4 million during the nine months ended September 30, 2024 primarily due to distributions to noncontrolling interest holders.
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Sources of Liquidity and Anticipated Cash Requirements
Our primary sources of liquidity are cash on hand, which consisted of cash and cash equivalents of $192.2 million as of September 30, 2025, and cash flows from operations. During the nine months ended September 30, 2025, iHeartCommunications, Inc. (“iHeartCommunications”), our indirect wholly-owned subsidiary, borrowed $100.0 million under the $450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022 (the "ABL Facility"). This borrowing was executed as a short-term liquidity management strategy to provide financial flexibility in response to recent market uncertainty. The funds remain available to support working capital requirements and general corporate purposes. As of September 30, 2025, the ABL Facility had a facility size of $450.0 million, and $32.5 million of outstanding letters of credit, resulting in $317.5 million available for borrowing following the $100.0 million of outstanding borrowings. Our total available liquidity1 as of September 30, 2025 was $509.8 million.
We regularly evaluate the impact of economic conditions on our business. A challenging macroeconomic environment has led to market uncertainty which has continued to negatively impact our revenues and cash flows. For the nine months ended September 30, 2025, our consolidated revenues increased slightly compared to the nine months ended September 30, 2024 primarily due to revenue growth in our Digital Audio Group, partially offset by lower political revenue and lower broadcast revenue in our Multiplatform Group, among other factors discussed in the Results of Operations section of this MD&A. Although we cannot predict future economic conditions or the impact of any potential contraction of economic growth on our business, we believe that we have sufficient liquidity to continue to fund our operations for at least the next twelve months.
We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the Consolidated Balance Sheet as of September 30, 2025, while others are considered future commitments. Our contractual obligations primarily consist of long-term debt and related interest payments, commitments under non-cancelable operating lease agreements, employment and talent contracts, and music license fees. In addition to our contractual obligations, we expect that our primary anticipated uses of liquidity for the next twelve months will be to fund fluctuations in working capital, make interest and tax payments, fund capital expenditures, make voluntary debt repayments and pursue other strategic opportunities, and maintain operations.
Assuming the current level of borrowings and interest rates in effect at September 30, 2025, we anticipate cash payments to service our debt of approximately $102.1 million in the remainder of 2025. These debt service cash payments include interest, quarterly term loan amortization payments and payments related to the debt premium. The increase in payments is primarily due to quarterly term loan amortization payments, as well as to an increase in interest rates in connection with the debt exchange transaction that closed in the fourth quarter of 2024. Future increases in interest rates could have a significant impact on our cash interest payments.
We acknowledge the challenges posed by market uncertainty as a result of global economic weakness and other macroeconomic and political trends, however, we remain confident in our business, our employees and our strategy. Further, we believe our available liquidity will allow us to fund capital expenditures and other obligations and make interest payments on our long-term debt for at least the next twelve months. If these sources of liquidity need to be augmented, additional cash requirements would likely be financed through the issuance of debt or equity securities; however, there can be no assurances that we will be able to obtain additional debt or equity financing on acceptable terms or at all in the future.
We frequently evaluate strategic opportunities. We expect from time to time to pursue other strategic opportunities such as acquisitions or disposals of certain businesses, which may or may not be material.
1 Total available liquidity is defined as cash and cash equivalents plus available borrowings under the ABL Facility. We use total available liquidity to evaluate our capacity to access cash to meet obligations and fund operations.
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Summary Debt Capital Structure
As of September 30, 2025 and December 31, 2024, we had the following debt outstanding, net of cash and cash equivalents:
| (In thousands) | September 30, 2025 | December 31, 2024 | |||||||||
Asset-based Revolving Credit Facility due 2027(1) | $ | 100,000 | $ | — | |||||||
| Term Loan Facility due 2026 | 5,095 | 5,095 | |||||||||
| Incremental Term Loan Facility due 2026 | 1,500 | 1,500 | |||||||||
Term Loan Facility due 2029(2) | 2,129,631 | 2,145,724 | |||||||||
| 6.375% Senior Notes due 2026 | 44,644 | 44,644 | |||||||||
| 5.25% Senior Notes due 2027 | 6,983 | 6,983 | |||||||||
| 8.375% Senior Unsecured Notes due 2027 | 72,388 | 72,388 | |||||||||
| 4.75% Senior Secured Notes due 2028 | 276,868 | 276,868 | |||||||||
| 9.125% First Lien Notes due 2029 | 717,588 | 717,588 | |||||||||
| 7.75% First Lien Notes due 2030 | 661,285 | 661,285 | |||||||||
| 7.00% First Lien Notes due 2031 | 178,443 | 178,443 | |||||||||
| 10.875% Second Lien Notes due 2030 | 675,165 | 675,165 | |||||||||
| Other subsidiary debt | 4,094 | 5,008 | |||||||||
| Long-term debt fees | (7,667) | (8,974) | |||||||||
Debt Premium(3) | 254,317 | 289,752 | |||||||||
| Total Debt | $ | 5,120,334 | $ | 5,071,469 | |||||||
| Less: Debt Premium | 254,317 | 289,752 | |||||||||
| Less: Cash and cash equivalents | 192,239 | 259,580 | |||||||||
Net Debt(4) | $ | 4,673,778 | $ | 4,522,137 | |||||||
(1)On May 22, 2025, iHeartCommunications borrowed $100.0 million under the ABL Facility, the proceeds of which were recorded as cash on the Balance Sheet as of September 30, 2025.
(2)Quarterly amortization payments of $5.4 million (equal to 0.25% of the original principal amount) are required per the terms of the Term Loan Facility due 2029.
(3)The difference between the carrying value of the exchanged 5.25% Senior Notes, 4.75% Senior Secured Notes, and 8.375% Senior Unsecured Notes and the principal amount of the 7.75% First Lien Notes due 2030, 7.00% First Lien Notes due 2031 and the 10.875% Second Lien Notes due 2030 was recorded as debt premium and will be reduced as contractual interest payments are made.
(4)Net Debt is a non-GAAP financial metric that is used by management and investors to assess our ability to meet financial obligations.
Our ABL Facility contains a springing fixed charge coverage ratio that is effective if certain triggering events related to borrowing capacity under the ABL Facility occur. As of September 30, 2025, no triggering event had occurred and, as a result, we were not required to comply with any fixed charge coverage ratio as of or for the period ended September 30, 2025. Other than our ABL Facility, none of our long-term debt includes maintenance covenants that could trigger early repayment. As of September 30, 2025, we were in compliance with all covenants related to our debt agreements. For additional information regarding our debt, refer to Note 5, Long-Term Debt.
Our subsidiaries have from time to time repurchased certain debt obligations of iHeartCommunications, and may in the future, as part of various financing and investment strategies, refinance, retire, exchange or purchase additional outstanding indebtedness of iHeartCommunications or its subsidiaries or our outstanding equity securities, in tender offers, open market purchases, privately negotiated transactions or otherwise. Such refinancings, retirements, exchanges or purchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. We or our subsidiaries may also sell certain assets, securities, or properties. These purchases or sales, if any, could have a material positive or negative impact on our liquidity available to repay outstanding debt obligations or on our consolidated results of operations. These transactions could also require or result in amendments to the agreements governing outstanding debt obligations or changes in our leverage or other financial ratios, which could have a material positive or negative impact on our ability to comply with the covenants contained in iHeartCommunications’ debt agreements. These transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
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Supplemental Financial Information under Debt Agreements
Pursuant to iHeartCommunications' material debt agreements, iHeartMedia Capital I, LLC ("Capital I"), the parent guarantor and a subsidiary of iHeartMedia, is permitted to satisfy its reporting obligations under such agreements by furnishing iHeartMedia’s consolidated financial information and an explanation of the material differences between iHeartMedia’s consolidated financial information, on the one hand, and the financial information of Capital I and its consolidated restricted subsidiaries, on the other hand. Because neither iHeartMedia nor iHeartMedia Capital II, LLC, a wholly-owned direct subsidiary of iHeartMedia and the parent of Capital I, have any operations or material assets or liabilities, there are no material differences between iHeartMedia’s consolidated financial information for the three and nine months ended September 30, 2025, and Capital I’s and its consolidated restricted subsidiaries’ financial information for the same period. Further, as of September 30, 2025, we were in compliance with all covenants related to our debt agreements.
Commitments, Contingencies and Guarantees
We are currently involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued our estimate of the probable costs for resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to these proceedings. Please refer to “Legal Proceedings” in Part II, Item 1 of this Quarterly Report on Form 10-Q.
Certain agreements relating to acquisitions provide for purchase price adjustments and other future contingent payments based on the financial performance of the acquired companies generally over a one to five-year period. The aggregate of these contingent payments, if performance targets are met, would not significantly impact our financial position or results of operations.
We have future cash obligations under various types of contracts. We lease office space, certain broadcast facilities and equipment. Some of our lease agreements contain renewal options and annual rental escalation clauses (generally tied to the consumer price index), as well as provisions for our payment of utilities and maintenance. We also have non-cancellable contracts in our radio broadcasting operations related to program rights and music license fees. In the normal course of business, our broadcasting operations have minimum future payments associated with employee and talent contracts. These contracts typically contain cancellation provisions that allow us to cancel the contract with good cause.
SEASONALITY
Typically, our businesses experience their lowest financial performance in the first quarter of the calendar year. We expect this trend to continue in the future. Due to this seasonality and certain other factors, the results for the interim periods may not be indicative of results for the full year. In addition, we are impacted by political cycles and generally experience higher revenues in congressional election years, and particularly in presidential election years. This may affect the comparability of results between years.
MARKET RISK
We are exposed to market risks arising from changes in market rates and prices, including movements in interest rates, foreign currency exchange rates and inflation.
Interest Rate Risk
A significant amount of our long-term debt bears interest at variable rates. Additionally, certain assumptions used within management's estimates are impacted by changes in interest rates. Accordingly, our earnings will be affected by changes in interest rates. As of September 30, 2025, approximately 46% of our aggregate principal amount of long-term debt bore interest at floating rates. Assuming the current level of borrowings and assuming a 100 bps change in floating interest rates, it is estimated that our interest expense for the nine months ended September 30, 2025 would have changed by $17.0 million.
In the event of an adverse change in interest rates, management may take actions to mitigate our exposure. However, due to the uncertainty of the actions that would be taken and their possible effects, the preceding interest rate sensitivity analysis assumes no such actions. Further, the analysis does not consider the effects of the change in the level of overall economic activity that could exist in such an environment.
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Inflation
Inflation is a factor in our business, and we continue to seek ways to mitigate its effect. Inflation has affected our performance in terms of higher costs for employee compensation, equipment and third party services. Although we are unable to determine the exact impact of inflation, we believe the impact will continue to be immaterial considering the actions we may take in response to these higher costs that may arise as a result of inflation.
Critical Accounting Estimates
The preparation of our financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. On an ongoing basis, we evaluate our estimates that are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of expenses that are not readily apparent from other sources. Because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such difference could be material. Other than the following, there have been no significant changes to our critical accounting policies and estimates disclosed in “Critical Accounting Estimates” of Item 7, Management’s Discussion and Analysis of our Annual Report on Form 10-K for the year ended December 31, 2024.
We perform our annual impairment test on goodwill and indefinite-lived intangible assets as of July 1 of each year.
Indefinite-lived Intangible Assets
Indefinite-lived intangible assets, such as our FCC licenses, are reviewed for impairment using a combination of the direct and market valuation methods. Under the direct valuation method, the estimated fair value of the indefinite-lived intangible assets was calculated at the market level as prescribed by ASC 350-30-35. Under the direct valuation method, it is assumed that rather than acquiring indefinite-lived intangible assets as a part of a going concern business, the buyer hypothetically obtains indefinite-lived intangible assets and builds a new operation with similar attributes from scratch. Thus, the buyer incurs start-up costs during the build-up phase which are normally associated with going concern value. Initial capital costs are deducted from the discounted cash flows model, which results in value that is directly attributable to the indefinite-lived intangible assets.
Our key assumptions using the direct valuation method are market revenue growth rates, profit margin, and the risk-adjusted discount rate as well as other assumptions including market share, duration and profile of the build-up period, estimated start-up costs and capital expenditures. This data is populated using industry normalized information representing an average asset within a market.
We performed our annual impairment test as of July 1, 2025 in accordance with ASC 350-30-35 and we concluded that a $208.5 million impairment of the indefinite-lived intangible assets was required. In determining the fair value of our FCC licenses, the following key assumptions were used:
•Revenue forecasts published by BIA Financial Network, Inc. (“BIA”), varying by market;
•2.0% over-the-air revenue growth and 3.0% digital revenue growth was assumed beyond the initial five-year period and 1.0% revenue growth was assumed in the terminal period;
•Revenue was grown proportionally over a build-up period, reaching market revenue forecast by year 3;
•Operating margins of 8.0% in the first year gradually climb to the industry average margin in year 3 of up to 14.1%, depending on market size; and
•Assumed discount rates of 9.5% for large markets and 10.0% for small markets.
FCC licenses valued using a market approach estimate the fair value by referencing recent transactions involving comparable spectrum assets. This method considers observable market data, adjusted for differences in signal strength and market size.
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 future results are not consistent with our assumptions and estimates, we may be exposed to impairment charges in the future. The following table shows the decrease in the fair value of our indefinite-lived intangible assets that would result from a 100 basis point decline in our discrete and terminal period revenue growth rate and profit margin assumptions and a 100 basis point increase in our discount rate assumption:
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| Impact on the Fair Value of our FCC Licenses due to 100 bps Change in: | ||||||||||||||
| Revenue Growth Rate | Profit Margin | Discount Rate | ||||||||||||
| (in thousands) | ||||||||||||||
| $ | 77,136 | $ | 89,771 | $ | 93,518 | |||||||||
At September 30, 2025, the carrying value of our FCC licenses was $601.4 million after the impairment of $208.5 million. An increase in discount rates, a decrease in revenue growth rates or profit margins, or a decrease in BIA revenue forecasts could result in additional impairment to our FCC licenses.
Goodwill
We test goodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired. The fair value of our reporting units is used to apply value to the net assets of each reporting unit. To the extent that the carrying amount of net assets would exceed the fair value, an impairment charge may be required to be recorded. Based on the impairment testing performed as of July 1, 2025, no impairment was identified for any of our reporting units. Fair values increased or remained flat across the reporting units, primarily driven by stronger debt and equity market performance.
The valuation methodology we use for valuing goodwill involves considering the implied fair values of our reporting units based on market factors including the trading prices of our debt and equity securities, and estimating future cash flows expected to be generated from the related assets, discounted to their present values using a risk-adjusted discount rate. Terminal values are also estimated and discounted to their present values.
We performed our annual impairment test as of July 1, 2025 in accordance with ASC 350-30-35, resulting in no impairment of goodwill. In determining the fair value of our reporting units, we considered industry and market factors including trading multiples of similar businesses and the trading prices of our debt and equity securities. For purposes of assessing the discounted future cash flows of our reporting units, we used the following assumptions:
•Expected cash flows underlying our business plans for the periods 2025 through 2029. Our cash flow assumptions are based on detailed, multi-year forecasts performed by each of our operating reporting units, and reflect the current advertising outlook across our businesses.
•Revenues beyond 2029 are projected to grow at a perpetual growth rate, which we estimated at 1.0% for our Multiplatform Reporting unit (beyond 2034), 3.0% for our Digital Audio Reporting unit (beyond 2033), and 2.0% for our RCS and Katz Media Reporting units.
•Profit margins beyond 2029 utilize the 2029 margin implied in the multi-year forecasts.
•In order to risk adjust the cash flow projections in determining fair value, we utilized discounts rates between 15% and 16% for each of our reporting units.
While we believe we have made reasonable estimates and utilized appropriate assumptions to calculate the estimated fair value of our reporting units, it is possible a material change could occur. If future results are not consistent with our assumptions and estimates, we may be exposed to additional impairment charges in the future. The following table shows the decline in the fair value of each of our reporting units that would result from a 100 basis point decline in our discrete and terminal period revenue growth rate and profit margin assumptions and a 100 basis point increase in our discount rate assumption:
| (In thousands) | Impact on the Fair Value of our Goodwill due to 100bps Change in: | |||||||||||||||||||
| Reporting Unit | Revenue Growth Rate | Profit Margin | Discount Rate | |||||||||||||||||
| Multiplatform | $ | 164,008 | $ | 118,902 | $ | 145,275 | ||||||||||||||
| Digital | 112,398 | 89,400 | 104,408 | |||||||||||||||||
| Katz Media | 12,591 | 9,808 | 10,516 | |||||||||||||||||
| RCS | 11,751 | 5,168 | 8,981 | |||||||||||||||||
An increase in discount rates or a decrease in revenue growth rates or profit margins could result in additional impairment charges being required to be recorded for one or more of our reporting units.
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. This report contains various forward-looking statements which represent our expectations or beliefs concerning future events, including, without limitation, our future operating and financial performance, financial position and results of operations, macroeconomic trends including inflation, interest rates and potential recessionary indicators, anticipated income tax benefits from the OBBBA, our expected costs, savings and timing of our modernization initiatives and other capital and operating expense reduction initiatives, debt repurchases, our business plans, strategies and initiatives, potential acquisitions and dispositions, our expectations about certain markets and businesses, our expectations regarding the seasonality of our business, expected cash interest payments, future impairment charges and our anticipated financial performance and liquidity. Statements expressing expectations and projections with respect to future matters are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We caution that these forward-looking statements involve a number of risks and uncertainties and are subject to many variables which could impact our future performance. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Actual future events and performance may differ materially from the expectations reflected in our forward-looking statements. We do not intend, nor do we undertake any duty, to update any forward-looking statements.
A wide range of factors could materially affect future developments and performance, including but not limited to:
•risks associated with weak or uncertain global economic conditions and their impact on the level of expenditures for advertising;
•risks related to advertising revenue fluctuations;
•intense competition including increased competition from alternative media and entertainment platforms and technologies;
•dependence upon the performance of on-air talent, program hosts and management as well as maintaining or enhancing our brand;
•fluctuations in operating costs and other factors within or beyond our control;
•technological changes and innovations;
•shifts in population and other demographics;
•the impact of our substantial indebtedness;
•the impact of acquisitions, dispositions and other strategic transactions;
•legislative or regulatory requirements, including a prolonged federal government shutdown;
•the impact of legislation, ongoing litigation or royalty audits on music licensing and royalties;
•regulations and consumer concerns regarding privacy and data protection, and breaches of information security measures;
•risks related to scrutiny of environmental, social, and governance matters;
•risks related to our Class A common stock;
•regulations impacting our business and the ownership of our securities; and
•certain other factors set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, as updated by other filings with the Securities and Exchange Commission (“SEC”).
This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Required information is presented under “Market Risk” within Item 2 of this Part I.
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ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved in a variety of legal proceedings in the ordinary course of business and a large portion of our litigation arises in the following contexts: commercial/contract disputes; defamation matters; employment and benefits related claims; intellectual property claims; real estate matters; governmental investigations; and tax disputes. As required, we have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to these proceedings. Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on our financial condition or results of operations.
ITEM 1A. RISK FACTORS
There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company did not issue or sell any shares of its common stock or any other equity securities pursuant to unregistered transactions during the three months ended September 30, 2025.
Issuer Purchases of Equity Securities
The following table sets forth our purchases of shares of our Class A common stock made during the three months ended September 30, 2025:
| Period | Total Number of Shares Purchased(1) | Average Price Paid per Share(1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | |||||||||||||||||||
| July 1 through July 31 | 508 | $ | 1.97 | — | $ | — | |||||||||||||||||
| August 1 through August 31 | 4,503 | 2.13 | — | — | |||||||||||||||||||
| September 1 through September 30 | — | — | — | — | |||||||||||||||||||
| Total | 5,011 | $ | 2.11 | — | $ | — | |||||||||||||||||
(1)The shares indicated consist of shares of our Class A common stock tendered by employees to us during the three months ended September 30, 2025 to satisfy the employees’ tax withholding obligation in connection with the vesting and release of restricted stock, which are repurchased by us based on their fair market value on the date the relevant transaction occurs.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 5. OTHER INFORMATION
(a)None.
(b)None.
(c)During the three months ended September 30, 2025, no director or officer of the Company adopted terminated
ITEM 6. EXHIBITS
| Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 10.1 | ||||||||
| 10.2 | Amendment, dated August 28, 2025, to Amended and Restated Employment Agreement, by and between iHeartMedia, iHeartMedia Management Services, Inc. and Richard J. Bressler, dated March 28, 2022 (incorporated by reference to Exhibit 10.2 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on September 2, 2025). | |||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Document | |||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
____________
* Filed herewith.
** Furnished herewith.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| IHEARTMEDIA, INC. | ||||||||
| Date: | November 10, 2025 | /s/ MICHAEL B. MCGUINNESS | ||||||
| Michael B. McGuinness | ||||||||
| Executive Vice President – Finance, Deputy Chief Financial Officer and Head of Investor Relations | ||||||||
| (Principal Accounting Officer and Authorized Officer) | ||||||||
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EXHIBIT 31.1 - CERTIFICATION PURSUANT TO RULES 13A-14(A) AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert W. Pittman, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of iHeartMedia, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 10, 2025
| /s/ Robert W. Pittman | ||
| Robert W. Pittman | ||
| Chairman and Chief Executive Officer | ||
EXHIBIT 31.2 - CERTIFICATION PURSUANT TO RULES 13A-14(A) AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard J. Bressler, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of iHeartMedia, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 10, 2025
| /s/ Richard J. Bressler | ||
| Richard J. Bressler | ||
| President and Chief Financial Officer | ||
EXHIBIT 32.1 – CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”) of iHeartMedia, Inc. (the “Company”). The undersigned hereby certifies that to his knowledge, the Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 10, 2025
| By: | /s/ Robert W. Pittman | ||||
| Name: | Robert W. Pittman | ||||
| Title: | Chairman and Chief Executive Officer | ||||
*EXHIBIT 32.2 – CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”) of iHeartMedia, Inc. (the “Company”). The undersigned hereby certifies that to his knowledge, the Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 10, 2025
| By: | /s/ Richard J. Bressler | ||||
| Name: | Richard J. Bressler | ||||
| Title: | President and Chief Financial Officer | ||||