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iHeartMedia, Inc.

For the period ended Sep 30, 2025. Filed Nov 10, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 10, 2025

IHRT$1.77-5.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-11.

0001400891-25-000046

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-10.

0001628280-25-051036

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 162 previous paragraphs and 194 current paragraphs.

103 unchanged; 47 reworded; 42 added; 12 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 11 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (42)

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

•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.

Current report

•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.

Current report

•Net loss of $65.8 million increased $24.4 million from $41.3 million in the prior year's third quarter.

Current report

•Adjusted EBITDA(1) of $204.8 million increased $0.2 million from $204.6 million in the prior year's third quarter.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

Operating expenses decreased $1.6 million primarily due to a decrease in employee compensation cost due to our modernization initiatives.

Current report

Operating expenses decreased $5.8 million primarily due to a decrease in employee compensation cost due to our modernization initiatives.

Current report

We perform our annual impairment test on goodwill and indefinite-lived intangible assets as of July 1 of each year.

Current report

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.

Current report

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.

Current report

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:

Current report

•Revenue forecasts published by BIA Financial Network, Inc. (“BIA”), varying by market;

Current report

•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;

Current report

•Revenue was grown proportionally over a build-up period, reaching market revenue forecast by year 3;

Current report

•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

Current report

•Assumed discount rates of 9.5% for large markets and 10.0% for small markets.

Current report

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.

Current report

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:

Current report

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.

Current report

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.

Current report

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.

Current report

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:

Current report

•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.

Current report

•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.

Current report

•Profit margins beyond 2029 utilize the 2029 margin implied in the multi-year forecasts.

Current report

•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.

Current report

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:

Showing the first 40 of 42 passages. Open the source sections for the rest.

Removed paragraphs (12)

Previous report

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.

Previous report

We are currently assessing the impact of the new law on our consolidated financial statements, including the remeasurement of deferred tax assets and liabilities. At this time, we are unable to reasonably estimate the full financial effect of the legislation, but we expect significant reductions in our cash taxes paid.

Previous report

•Multiplatform Group Revenue decreased $31.3 million, or 5.4%, and Segment Adjusted EBITDA decreased $7.9 million, or 7.6%, compared to the prior year's second quarter, respectively.

Previous report

•Digital Audio Group Revenue increased $38.2 million, or 13.4%, and Segment Adjusted EBITDA increased $15.7 million, or 17.1%, compared to the prior year's second quarter, respectively.

Previous report

•Net loss of $84.0 million improved $898.0 million from $982.0 million in the prior year's second quarter.

Previous report

•Adjusted EBITDA(1) of $156.1 million, increased $5.9 million from $150.2 million in the prior year's second quarter.

Previous report

During the three and six months ended June 30, 2025, we recorded non-cash impairment charges of $2.6 million and $5.4 million, respectively, primarily related to changes in sublease assumptions for certain operating leases intended to be subleased.

Previous report

Operating expenses decreased $23.4 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 non-cash trade and barter expense.

Previous report

Operating expenses decreased $36.7 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 non-cash trade and barter expense.

Previous report

Operating expenses decreased $2.2 million primarily due to a decrease in employee compensation cost due to our modernization initiatives.

Previous report

Operating expenses decreased $4.2 million primarily due to a decrease in employee compensation cost due to our modernization initiatives.
Reworded paragraphs (47)

Previous wording

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 given market conditions. Yield is measured by management in a variety of ways, including revenue earned divided by minutes of advertising sold.

Current wording

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.

Previous wording

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. We continue to explore opportunities for further efficiencies.

Current wording

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.

Previous wording

Consolidated revenues for the second quarter of 2025 increased due to a continued increase in demand for digital advertising, partially offset by lower spending on radio advertising as a result of continued uncertain market conditions.

Current wording

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.

Previous wording

•Consolidated Revenue of $933.7 million increased $4.6 million, or 0.5%, during the quarter ended June 30, 2025 compared to Consolidated Revenue of $929.1 million in the prior year's second quarter.

Current wording

•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.

Previous wording

•Audio & Media Services Group Revenue decreased $2.3 million, or 3.3%, and Segment Adjusted EBITDA decreased $0.1 million, or 0.5%, compared to the prior year's second quarter, respectively.

Current wording

•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.

Previous wording

•Operating income of $35.4 million increased $945.0 million from an Operating loss of $909.7 million in the prior year’s second quarter primarily due non-cash impairment charges of $920.2 million recognized in the second quarter of 2024.

Current wording

•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.

Previous wording

•Cash flows provided by operating activities of $6.8 million decreased from cash flows provided by operating activities of $26.7 million in the prior year's second quarter.

Current wording

•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.

Previous wording

•Free cash flow(2) of $(13.2) million decreased from $5.6 million in the prior year's second quarter.

Current wording

•Free cash flow(2) of $(32.8) million decreased from $73.3 million in the prior year's third quarter.

Previous wording

(2)For a definition of Free cash flow and a reconciliation to Cash provided by 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.

Current wording

(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.

Previous wording

The table below presents the comparison of our revenue streams for the three and six months ended June 30, 2025 to the three and six months ended June 30, 2024:

Current wording

The table below presents the comparison of our revenue streams:

Previous wording

Consolidated results for the three and six months ended June 30, 2025 compared to the consolidated results for the three and six months ended June 30, 2024 were as follows:

Current wording

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:

Previous wording

Consolidated revenue increased $4.6 million during the three months ended June 30, 2025 compared to the same period of 2024. Multiplatform Group revenue decreased $31.3 million, or 5.4%, primarily resulting from a decrease in broadcast advertising in connection with continued uncertain market conditions. Digital Audio Group revenue increased $38.2 million, or 13.4%, driven primarily by continuing increases in demand for digital advertising, including podcast advertising. Audio & Media Services revenue decreased $2.3 million, or 3.3%, primarily as a result of lower political revenues at Katz Media, as 2024 was a presidential election year, partially offset by an increase in digital advertising.

Current wording

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.

Previous wording

Consolidated revenue increased $12.6 million during the six months ended June 30, 2025 compared to the same period of 2024. Multiplatform Group revenue decreased $51.8 million, or 4.8%, primarily resulting from a decrease in broadcast advertising in connection with continued uncertain market conditions. Digital Audio Group revenue increased $76.6 million, or 14.6%, driven primarily by continuing increases in demand for digital advertising, including podcast advertising. Audio & Media Services revenue decreased $12.2 million, or 8.8%, 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.

Current wording

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.

Previous wording

Consolidated direct operating expenses increased $9.1 million, or 2.4%, and $24.1 million, or 3.3%, during the three and six months ended June 30, 2025, respectively, compared to the same periods 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.

Current wording

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.

Previous wording

Consolidated SG&A expenses decreased $18.5 million, or 4.3%, and $22.9 million, or 2.8%, during the three and six months ended June 30, 2025, respectively, compared to the same periods 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 and lower sales commissions related to the decline in broadcast revenue, partially offset by increases in 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.

Current wording

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.

Previous wording

Depreciation and amortization decreased $14.0 million and $27.2 million during the three and six months ended June 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.

Current wording

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.

Previous wording

During the three and six months ended June 30, 2024, we recorded non-cash impairment charges of $920.2 million and $921.7 million, respectively, primarily to reduce the carrying values of our indefinite-lived FCC licenses and our goodwill to their estimated fair values. No impairment related to our indefinite-lived FCC licenses or goodwill was recorded during the three and six months ended June 30, 2025.

Current wording

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.

Previous wording

Interest expense increased $5.3 million and $10.2 million during the three and six months ended June 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.

Current wording

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.

Previous wording

During the three and six months ended June 30, 2025, we recognized losses on investments, net of $0.9 million and $19.5 million, respectively, related to declines in the value of our investments.

Current wording

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.

Previous wording

During the three months ended June 30, 2024, we recognized a loss on investments, net of $0.4 million related to declines in the value of our investments. During the six months ended June 30, 2024, we recogn ized a gain on investments, net of $91.6 million, related primarilydue 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.

Current wording

During the nine months ended September 30, 2024, we recogn ized a gain on investments, net of $91.5 million, related primarilyto 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.

Previous wording

The effective tax rates for the Company for the three months ended June 30, 2025 and 2024 were (27.8)% and 2.4%, respectively. The effective tax rates for the Company for the six months ended June 30, 2025 and 2024 were (72.7)% and 4.3%, 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. The 2024 effective tax rates were also impacted by impairment charges to non-deductible goodwill recorded during the second quarter of 2024.

Current wording

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.

Previous wording

Net loss attributable to the Company improved $898.2 million to $83.5 million during the three months ended June 30, 2025 compared to $981.7 million during the three months ended June 30, 2024, primarily due to the non-cash impairment charges of $920.2 million recognized in 2024.

Current wording

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.

Previous wording

Net loss attributable to the Company improved $635.5 million to $364.7 million during the six months ended June 30, 2025 compared to $1,000.2 million during the six months ended June 30, 2024. The improvement was primarily due to the non-cash impairment charges of $921.7 million recognized in the second quarter of 2024, partially offset by the $101.4 million gain recognized on the sale of our investment in BMI in the first quarter of 2024.

Current wording

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.

Previous wording

Revenue from our Multiplatform Group decreased $31.3 million compared to the prior year primarily due to a decrease in broadcast advertising in connection with continued uncertain market conditions. Broadcast revenue decreased $29.7 million, or 7.0%, year-over-year, driven by lower spot revenue. Networks increased $1.2 million, or 1.1%, year-over-year. Revenue from Sponsorship and Events decreased $2.6 million, or 6.7%, year-over-year.

Current wording

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.

Previous wording

Revenue from our Multiplatform Group decreased $51.8 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 $48.3 million, or 6.2%, year-over-year, driven by lower spot revenue. Networks decreased $1.4 million, or 0.7%, year-over-year. Revenue from Sponsorship and Events decreased $1.8 million, or 2.8%, year-over-year.

Current wording

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.

Previous wording

Revenue from our Digital Audio Group increased $38.2 million compared to the prior year, driven by Podcast revenue which increased by $29.8 million, or 28.5% year-over-year, primarily due to a continued increase in demand for podcasting from advertisers, and Digital, excluding Podcast revenue, which increased $8.5 million, or 4.7% year-over-year, primarily due to an increase in demand for digital advertising.

Current wording

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.

Previous wording

Operating expenses increased $41.9 million, primarily driven by higher variable content costs, including higher podcast profit share and third-party digital costs related to the increase in revenues.

Current wording

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.

Previous wording

Revenue from our Digital Audio Group increased $76.6 million compared to the prior year, driven by Podcast revenue which increased by $55.2 million, or 28.3% year-over-year, primarily due to a continued increase in demand for podcasting from advertisers, and Digital, excluding Podcast revenue, which increased $21.4 million, or 6.5% year-over-year, primarily due to an increase in demand for digital advertising.

Current wording

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.

Previous wording

Operating expenses increased $22.5 million, primarily driven by higher variable content costs, including higher podcast profit share and third-party digital costs related to the increase in revenues.

Current wording

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.

Previous wording

Revenue from our Audio & Media Services Group decreased $2.3 million compared to the prior year period primarily due to 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.

Current wording

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.

Previous wording

Revenue from our Audio & Media Services Group decreased $12.2 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.

Current wording

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.

Previous wording

(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 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 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.

Current wording

(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 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.

Previous wording

Share-based compensation expenses are recorded in SG&A expenses and were $7.3 million and $7.2 million for the three months ended June 30, 2025 and 2024, respectively, and $16.3 million and $15.7 million for the six months ended June 30, 2025 and 2024, respectively.

Current wording

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.

Previous wording

As of June 30, 2025, there was $21.4 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 1.8 years and assumes Performance RSUs will be fully earned at target. See Note 8, Stockholders' Deficit, for more information.

Current wording

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.

Previous wording

Cash used for operating activities was $54.1 million during the six months ended June 30, 2025 compared to $32.5 million during the six months ended June 30, 2024. The increase was primarily due to the timing of receivable collections and the timing of the payment of payables, 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.

Current wording

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.

Previous wording

Cash used for investing activities of $40.6 million during the six months ended June 30, 2025 primarily reflects $39.7 million in cash used for capital expenditures. For capital expenditures, we spent $16.6 million in our Multiplatform Group segment primarily related to our IT infrastructure and real estate optimization initiatives, $10.3 million in our Digital Audio Group segment primarily related to IT infrastructure, $8.4 million in our Audio & Media Services Group segment, primarily related to software, and $4.4 million in Corporate primarily related to equipment and software purchases.

Current wording

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.

Previous wording

Cash provided by investing activities of $55.9 million during the six months ended June 30, 2024 primarily reflects $101.4 million of proceeds received from the sale of our investment in BMI, partially offset by $42.8 million in cash used for capital expenditures. For capital expenditures, we spent $24.6 million in our Multiplatform Group segment primarily related to our IT infrastructure and real estate optimization initiatives, $11.1 million in our Digital Audio Group segment primarily related to IT infrastructure, $4.5 million in our Audio & Media Services Group segment, primarily related to software, and $2.6 million in Corporate primarily related to equipment and software purchases.

Current wording

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.

Previous wording

Cash provided by financing activities totaled $70.7 million during the six months ended June 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.

Current wording

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.

Previous wording

Cash used for financing activities totaled $4.8 million during the six months ended June 30, 2024 primarily due to distributions to noncontrolling interest holders.

Current wording

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.

Previous wording

Our primary sources of liquidity are cash on hand, which consisted of cash and cash equivalents of $235.9 million as of June 30, 2025, and cash flows from operations. During the three months ended June 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 June 30, 2025, the ABL Facility had a borrowing base of $425.0 million, and $34.3 million of outstanding letters of credit, resulting in $290.8 million available for borrowing following the $100.0 million of outstanding borrowings. Our total available liquidity 1 as of June 30, 2025 was $526.7 million.

Current wording

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 liquidity 1 as of September 30, 2025 was $509.8 million.

Showing the first 40 of 47 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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.