What changed in this filing

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Item 1. Financial Statements

2023-05-02 compared with 2022-11-03 · 106 added, 315 removed, 444 unchanged (49% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data) September 30,

(In thousands, except share and per share data) March 31,

2023 December 31,

44 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share data) Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands, except per share data) Three Months Ended March 31,

Revenue $ 811,239 $ 843,458

7 unchanged sentences

Interest expense, net 95,457 79,219

Gain (loss) on investments, net ( 3,466 ) ( 10,367 ) 4,359 39,468

Equity in loss of nonconsolidated affiliates ( 132 ) ( 1,056 ) ( 190 ) ( 1,115 )

Gain (loss) on extinguishment of debt 6,892 ( 7,896 ) 15,095 ( 7,896 )

Loss on investments, net ( 6,505 ) ( 1,765 )

Equity in earnings (loss) of nonconsolidated affiliates 40 ( 29 )

Gain on extinguishment of debt 4,625 —

Other expense, net ( 99 ) ( 270 )

1 unchanged sentence

Income tax benefit (expense) ( 76,105 ) 20,209

Net income (loss) ( 309,776 ) 3,673 ( 343,333 ) ( 270,343 )

Net loss ( 222,363 ) ( 48,739 )

Less amount attributable to noncontrolling interest ( 103 ) ( 157 )

Net income (loss) attributable to the Company $ ( 310,363 ) $ 3,180 $ ( 344,544 ) $ ( 270,829 )

Net loss attributable to the Company $ ( 222,260 ) $ ( 48,582 )

Other comprehensive loss, net of tax:

1 unchanged sentence

Other comprehensive loss, net of tax ( 46 ) ( 247 )

Comprehensive income (loss) ( 310,969 ) 3,049 ( 346,047 ) ( 271,216 )

Comprehensive loss ( 222,306 ) ( 48,829 )

Less amount attributable to noncontrolling interest — —

Comprehensive income (loss) attributable to the Company $ ( 310,969 ) $ 3,049 $ ( 346,047 ) $ ( 271,216 )

Net income (loss) attributable to the Company per common share:

Comprehensive loss attributable to the Company $ ( 222,306 ) $ ( 48,829 )

Net loss attributable to the Company per common share:

Basic $ ( 1.50 ) $ ( 0.33 )

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Shares Special Warrants Total

June 30, 2022

December 31, 2022

122,370,425 21,477,181 5,111,312 $ 9,609 $ 144 $ 2,912,500 $ ( 2,227,482 ) $ ( 1,331 ) $ ( 8,934 ) $ 684,506

Net income (loss) 587 — — ( 310,363 ) — — ( 309,776 )

Net loss ( 103 ) — — ( 222,260 ) — — ( 222,363 )

Vesting of restricted stock and other

1 unchanged sentence

Share-based compensation — — 10,152 — — — 10,152

Conversion of Special Warrants to Class A or Class B Shares 85,141 96,602 ( 181,743 ) — — — — — — —

Conversion of Class B Shares to Class A Shares

2 unchanged sentences

Other comprehensive loss — — — — ( 46 ) — ( 46 )

September 30, 2022

March 31, 2023

122,385,200 21,469,919 5,111,312 $ 9,185 $ 144 $ 2,922,652 $ ( 2,449,742 ) $ ( 1,377 ) $ ( 8,958 ) $ 471,904

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Shares Special Warrants Total

June 30, 2021

December 31, 2021

120,633,937 21,590,192 5,304,430 $ 8,410 $ 142 $ 2,876,571 $ ( 1,962,819 ) $ ( 257 ) $ ( 6,282 ) $ 915,765

Net income 493 — — 3,180 — — 3,673

Net loss ( 157 ) — — ( 48,582 ) — — ( 48,739 )

Vesting of restricted stock and other 597,400 — 1 409 — — ( 516 ) ( 106 )

6 unchanged sentences

Other comprehensive loss — — — — ( 247 ) — ( 247 )

September 30, 2021

March 31, 2022

121,402,390 21,430,500 5,293,069 $ 8,066 $ 143 $ 2,882,515 $ ( 2,011,401 ) $ ( 504 ) $ ( 6,798 ) $ 872,021

3 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(In thousands, except share data) Controlling Interest

Common Shares (1)

Interest Common

Stock Additional

Capital Accumulated

Deficit Accumulated

Comprehensive Loss Treasury

Shares Class B

Shares Special Warrants Total

December 31, 2021

120,633,937 21,590,192 5,304,430 $ 8,410 $ 142 $ 2,876,571 $ ( 1,962,819 ) $ ( 257 ) $ ( 6,282 ) $ 915,765

Net income (loss) 1,211 — — ( 344,544 ) — — ( 343,333 )

Vesting of restricted stock and other

1,403,195 — 2 472 — — ( 2,613 ) ( 2,139 )

Share-based compensation — — 24,582 — — — 24,582

Conversion of Special Warrants to Class A or Class B Shares 96,516 96,602 ( 193,118 ) — — — — — — —

Conversion of Class B Shares to Class A Shares

207,438 ( 207,438 ) — — — — — — —

( 562 ) — — — — — ( 562 )

Other comprehensive loss — — — — ( 1,503 ) — ( 1,503 )

September 30, 2022

122,341,086 21,479,356 5,111,312 $ 9,059 $ 144 $ 2,901,625 $ ( 2,307,363 ) $ ( 1,760 ) $ ( 8,895 ) $ 592,810

(1) The Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in 2022 or 2021.

See Notes to Consolidated Financial Statements

IHEARTMEDIA, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(In thousands, except share data) Controlling Interest

Common Shares (1)

Non- controlling Interest Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Treasury Stock

Class A Shares Class B Shares Special Warrants Total

December 31, 2020

64,726,864 6,886,925 74,835,899 $ 8,350 $ 72 $ 2,849,020 $ ( 1,803,620 ) $ 194 $ ( 3,199 ) $ 1,050,817

Net income (loss) 486 — — ( 270,829 ) — — ( 270,343 )

Vesting of restricted stock 1,027,252 — — 3,863 — — ( 2,948 ) 915

Share-based compensation — — 17,581 — — — 17,581

Conversion of Special Warrants to Class A and Class B Shares 47,197,139 22,337,312 ( 69,534,451 ) — 70 ( 70 ) — — — —

Conversion of Class B Shares to Class A Shares 6,718,576 ( 6,718,576 ) — — — — — — —

Other 2,982 ( 562 ) — — — — — ( 562 )

Other comprehensive loss — — — — ( 387 ) — ( 387 )

September 30, 2021

119,669,831 22,505,661 5,304,430 $ 8,274 $ 142 $ 2,870,394 $ ( 2,074,449 ) $ ( 193 ) $ ( 6,147 ) $ 798,021

(1) The Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in 2021 or 2020.

See Notes to Consolidated Financial Statements

IHEARTMEDIA, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) Nine Months Ended September 30,

(In thousands) Three Months Ended March 31,

Cash flows from operating activities:

7 unchanged sentences

Share-based compensation 10,152 5,535

Loss on disposal of operating and other assets 24,547 22,771

Gain on investments ( 4,359 ) ( 39,468 )

Equity in loss of nonconsolidated affiliates 190 1,115

(Gain) loss on extinguishment of debt ( 15,095 ) 7,896

(Gain) Loss on disposal of operating and other assets ( 278 ) 584

Loss on investments 6,505 1,765

Equity in (earnings) loss of nonconsolidated affiliates ( 40 ) 29

Gain on extinguishment of debt ( 4,625 ) —

Barter and trade income ( 8,007 ) ( 7,021 )

1 unchanged sentence

Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:

(Increase) decrease in accounts receivable 38,685 ( 37,776 )

Decrease in accounts receivable 94,759 121,339

Increase in prepaid expenses and other current assets ( 37,032 ) ( 39,983 )

Increase in other long-term assets ( 1,521 ) ( 2,610 )

Increase (decrease) in accounts payable ( 927 ) 25,673

Increase (decrease) in accrued expenses ( 84,308 ) 48,861

Decrease in accounts payable ( 63,187 ) ( 49,129 )

Decrease in accrued expenses ( 73,306 ) ( 151,853 )

Increase (decrease) in accrued interest ( 6,222 ) 1,829

1 unchanged sentence

Increase in other long-term liabilities 1,088 1,051

Cash provided by operating activities 206,699 196,593

Cash used for operating activities ( 93,983 ) ( 52,212 )

Cash flows from investing activities:

Business combinations — ( 245,462 )

Proceeds from sale of other investments 32 50,757

Purchases of property, plant and equipment ( 39,165 ) ( 22,557 )

26 unchanged sentences

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, 2022.

The Company's reportable segments are:

The Company reports based on three reportable segments:

▪ the Multiplatform Group, which includes the Company's Broadcast radio, Networks and Sponsorships and Events businesses;

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Economic Conditions

The Company's advertising revenue is highly correlated to changes in gross domestic product (“GDP”) as advertising spending has historically trended in line with GDP.

GDP decreased in the first and second quarters of 2022 and increased in the third quarter of 2022 while there was an increase in GDP in each quarter in 2021.

The rise in interest rates and historically high inflation have also contributed to a more challenging macroeconomic environment.

This challenging environment has led to market uncertainty which impacted 2022 Multiplatform Group revenues, particularly during the third quarter.

The Company's advertising revenue is correlated to changes in economic conditions.

Increasing interest rates and high inflation contributed to a challenging macroeconomic environment beginning in the third quarter of 2022.

This challenging environment has led to broader market uncertainty, which impacted the Company's revenue in the first quarter of 2023.

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.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES Act”) was signed into law.

The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property.

The Company was able to defer the payment of $ 29.3 million in certain employment taxes during 2020, half of which was due and paid on January 3, 2022 and the other half will be due on January 3, 2023.

The Company was able to defer the payment of $ 29.3 million in certain employment taxes during 2020, half of which was due and paid on January 3, 2022 and the other half of which was due and paid on January 3, 2023.

In addition, the Company claimed $ 12.4 million in refundable payroll tax credits related to the CARES Act provisions, of which $ 0.7 million was received in 2020, $ 3.8 million was received in 2021 and $ 7.9 million was received in January 2022.

As of September 30, 2022, the Company had approximately $ 295.4 million in cash and cash equivalents.

As of March 31, 2023, the Company had approximately $ 187.9 million in cash and cash equivalents, and the $ 450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022 (the "ABL Facility") had a borrowing base of $ 438.3 million, no outstanding borrowings and $ 25.0 million of outstanding letters of credit, resulting in $ 413.3 million of borrowing base availability.

Together with our cash balance of $ 187.9 million as of March 31, 2023 and our borrowing capacity under the ABL Facility, our total available liquidity was approximately $ 601 million.

Based on current available liquidity, the Company expects to be able to meet its obligations as they become due over the coming year.

Reclassifications

Certain prior period amounts have been reclassified to conform to the 2022 presentation.

IHEARTMEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Reclassifications

Certain prior period amounts have been reclassified to conform to the 2023 presentation.

Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Consolidated Balance Sheets to the total of the amounts reported in the Consolidated Statements of Cash Flows:

(In thousands) September 30,

(In thousands) March 31,

2023 December 31,

7 unchanged sentences

New Accounting Pronouncements Recently Adopted

In March 2020, the FASB issued ASU No.

2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of the Interbank Offered Rate Transition on Financial Reporting to provide optional relief from applying generally accepted accounting principles to contracts, hedging relationships and other transactions affected by reference rate reform.

In addition, in January 2021, the FASB issued ASU No.

2021-01, Reference Rate Reform (Topic 848) – Scope, to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition.

The guidance is effective upon issuance and generally can be applied through December 31, 2022.

The Company does not expect the adoption of this standard to materially impact the financial position, results of operations or cash flows.

New Accounting Pronouncements Not Yet Adopted

In October 2021, the FASB issued ASU No.

2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification 606.

The amendments of ASU 2021-08 are effective for interim and annual periods beginning after December 15, 2022.

The Company is currently evaluating the future impact of adoption of this standard.

The Company adopted this guidance during the first quarter of 2023.

The adoption did not have a material impact on the Company’s financial position, results of operations or cash flows.

IHEARTMEDIA, INC.

3 unchanged sentences

Disaggregation of Revenue

The following tables show revenue streams for the three and nine months ended September 30, 2022 and 2021:

(In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Eliminations Consolidated

Three Months Ended September 30, 2022

Revenue from contracts with customers:

Broadcast Radio (1)

$ 485,571 $ — $ — $ — $ 485,571

127,239 — — — 127,239

Sponsorship and Events (3)

42,562 — — — 42,562

Digital, excluding Podcast (4)

— 162,700 — ( 1,314 ) 161,386

— 91,253 — — 91,253

Audio & Media Services (6)

— — 77,794 ( 1,287 ) 76,507

4,106 — — ( 112 ) 3,994

Total 659,478 253,953 77,794 ( 2,713 ) 988,512

Revenue from leases (8)

418 — — — 418

Revenue, total $ 659,896 $ 253,953 $ 77,794 $ ( 2,713 ) $ 988,930

Three Months Ended September 30, 2021

Revenue from contracts with customers:

Broadcast Radio (1)

$ 483,456 $ — $ — $ — $ 483,456

127,920 — — — 127,920

Sponsorship and Events (3)

42,663 — — — 42,663

Digital, excluding Podcast (4)

— 141,573 — ( 1,475 ) 140,098

— 64,196 — — 64,196

Audio & Media Services (6)

— — 66,078 ( 1,188 ) 64,890

4,636 — — ( 112 ) 4,524

Total 658,675 205,769 66,078 ( 2,775 ) 927,747

Revenue from leases (8)

304 — — — 304

Revenue, total $ 658,979 $ 205,769 $ 66,078 $ ( 2,775 ) $ 928,051

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following tables show revenue streams for the three months ended March 31, 2023 and 2022:

(In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Eliminations Consolidated

Nine Months Ended September 30, 2022

Three Months Ended March 31, 2023

Revenue from contracts with customers:

14 unchanged sentences

Revenue, total $ 529,013 $ 223,396 $ 61,351 $ ( 2,521 ) $ 811,239

Nine Months Ended September 30, 2021

Three Months Ended March 31, 2022

Revenue from contracts with customers:

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The transaction price for these contracts is measured at the estimated fair value of the non-cash consideration received 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) 2023 2022

1 unchanged sentence

Trade and barter expenses 47,386 46,415

Trade and barter revenue includes $ 14.9 million and $ 4.9 million during the three months ended September 30, 2022 and 2021, respectively, and $ 27.2 million and $ 9.4 million during the nine months ended September 30, 2022 and 2021, respectively, in connection with investments made in companies in exchange for advertising services.

In addition to the trade and barter revenue in the table above, the Company recognized $ 8.0 million and $ 7.0 million during the three months ended March 31, 2023 and 2022, 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) 2023 2022

7 unchanged sentences

The Company’s contracts with customers generally have terms of one year or less;

however, as of September 30, 2022, the Company expects to recognize $ 387.2 million of revenue in future periods for remaining performance obligations from current contracts with customers that have an original expected duration greater than one year, with substantially all of this amount to be recognized over the next five years .

however, as of March 31, 2023, the Company expects to recognize $ 310.4 million of revenue in future periods for remaining performance obligations from current contracts with customers that have an original expected duration greater than one year, with substantially all of this amount to be recognized over the next five years .

Commissions related to the Company’s media representation business have been excluded from this amount as they are contingent upon future sales.

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Revenue from Leases

As of September 30, 2022, the future lease payments to be received by the Company are as follows:

As of March 31, 2023, the future lease payments to be received by the Company are as follows:

(In thousands)

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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, 2022, the Company recognized non-cash impairment charges of $ 8.5 million related to ROU assets and $ 0.7 million related to leasehold improvements as a result of proactive decisions by management to abandon and sublease a number of operating leases in connection with strategic actions to streamline the Company’s real estate footprint as part of the Company’s modernization initiatives.

During the nine months ended September 30, 2021, the Company recognized non-cash impairment charges of $ 49.4 million, including $ 38.0 million related to ROU assets, and $ 11.4 million related to leasehold improvements also as a result of the proactive decisions by management discussed above.

During the three months ended March 31, 2023, the Company recognized non-cash impairment charges of $ 3.9 million primarily in connection with 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 as part of the Company’s modernization initiatives.

During the three months ended March 31, 2023, there were no non-cash impairment charges related to leasehold improvements.

During the three months ended March 31, 2022, the Company recognized non-cash impairment charges of $ 1.3 million, including $ 1.2 million related to ROU assets, and $ 0.1 million related to leasehold improvements also as a result of the proactive decisions by management discussed above.

The implicit rate within the Company's lease agreements is generally not determinable.

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The following table provides supplemental cash flow information related to leases for the periods presented:

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands) 2023 2022

1 unchanged sentence

Lease liabilities arising from obtaining right-of-use assets (1)

153,866 35,317

(1) Lease liabilities from obtaining right-of-use assets include new leases entered into during the nine months ended September 30, 2022 and 2021, respectively.

(1) Lease liabilities from obtaining right-of-use assets include new leases entered into during the three months ended March 31, 2023 and 2022, 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 $ 65.6 million and $ 75.8 million for the nine months ended September 30, 2022 and September 30, 2021, respectively.

The operating lease expense was $ 18.1 million and $ 23.4 million for the three months ended March 31, 2023 and March 31, 2022, respectively.

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 as of September 30, 2022 and December 31, 2021, respectively:

(In thousands) September 30,

The Company’s property, plant and equipment consisted of the following classes of assets as of March 31, 2023 and December 31, 2022, respectively:

(In thousands) March 31,

2023 December 31,

9 unchanged sentences

The Company’s indefinite-lived intangible assets primarily consist of Federal Communications Commission ("FCC") broadcast licenses in its Multiplatform Group segment.

The Company performs its annual impairment test on our goodwill and indefinite-lived Federal Communication Commission ("FCC") licenses as of July 1 of each year.

The current macroeconomic conditions have led to uncertainty, resulting in slowing broadcast revenue growth and declines in margins as inflation and interest rates continue to rise.

These factors have negatively impacted the key assumptions used in the discounted cash flow models that are utilized to value the Company's FCC licenses and goodwill, particularly the discount rates used in estimating fair values.

This has resulted in a significant decrease in the fair values of certain of the Company's FCC licenses and reporting units.

The Company's FCC licenses are valued using a direct valuation approach, with the key assumptions being 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, and estimated start-up capital costs.

This data is populated using industry normalized information representing an average asset within a market.

The Company obtained recent broadcast radio industry revenue projections which it considered along with various other sources of data in developing the assumptions used for purposes of performing impairment testing on its FCC licenses as of July 1, 2022.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Considerations in developing these assumptions included the extent of the economic downturn, ranges of expected timing of recovery, discount rates and other factors.

Based on the Company's testing, the estimated fair value of the FCC licenses was below their carrying values.

As a result, the Company recognized a non-cash impairment charge of $ 302.1 million on its FCC licenses.

Other Intangible Assets

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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 as of September 30, 2022 and December 31, 2021, respectively:

(In thousands) September 30, 2022 December 31, 2021

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the gross carrying amount and accumulated amortization for each major class of other intangible assets as of March 31, 2023 and December 31, 2022, respectively:

(In thousands) March 31, 2023 December 31, 2022

Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization

4 unchanged sentences

Total $ 2,345,660 $ ( 987,776 ) $ 2,345,660 $ ( 925,990 )

Total amortization expense related to definite-lived intangible assets for the Company for the three months ended September 30, 2022 and 2021 was $ 63.4 million and $ 64.3 million, respectively.

Total amortization expense related to definite-lived intangible assets for the Company for the nine months ended September 30, 2022 and 2021 was $ 189.9 million and $ 218.0 million, respectively.

Total amortization expense related to definite-lived intangible assets for the Company for the three months ended March 31, 2023 and 2022 was $ 61.8 million and $ 63.1 million, respectively.

As acquisitions and dispositions occur in the future, amortization expense may vary.

2 unchanged sentences

2024 $ 244,707

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 January 1, 2021 $ 1,462,217 $ 579,319 $ 104,399 $ 2,145,935

Acquisitions 1,267 168,031 — 169,298

Dispositions ( 1,446 ) — — ( 1,446 )

Foreign currency — — ( 206 ) ( 206 )

Balance as of December 31, 2022 $ 1,462,022 $ 747,350 $ 104,031 $ 2,313,403

Dispositions ( 16 ) — — ( 16 )

Foreign currency — — 33 33

Balance as of September 30, 2022

Balance as of March 31, 2023

$ 1,462,022 $ 747,350 $ 104,064 $ 2,313,436

Goodwill Impairment Testing

The fair values of the Company's reporting units were reevaluated as of July 1, 2022 as part of the Company's annual impairment assessment and no goodwill impairment was recorded as the estimated fair values of the reporting units exceeded the carrying values of the reporting units’ net assets, including goodwill.

The Company's annual impairment testing resulted in a significant decrease in the fair values of its reporting units.

However, the decrease in fair values did not result in carrying amounts exceeding fair values of the Company's reporting units, accordingly, the annual impairment test did not result in any impairment of the Company's goodwill balance.

The goodwill impairment test requires the Company to measure the fair value of our reporting units and compare the estimated fair value to the carrying value, 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 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.

As with the impairment testing performed on the Company's FCC licenses described above, the deterioration in market conditions and uncertainty in the markets impacted the assumptions used to estimate the discounted future cash flows of our reporting units for purposes of performing the goodwill impairment test.

IHEARTMEDIA, INC.

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NOTE 5 – LONG-TERM DEBT

Long-term debt outstanding for the Company as of September 30, 2022 and December 31, 2021 consisted of the following:

(In thousands) September 30, 2022 December 31, 2021

Long-term debt outstanding for the Company as of March 31, 2023 and December 31, 2022 consisted of the following:

(In thousands) March 31, 2023 December 31, 2022

Term Loan Facility due 2026 $ 1,864,032 $ 1,864,032

1 unchanged sentence

Asset-based Revolving Credit Facility due 2027 (1)

Asset-based Revolving Credit Facility due 2027 (1)(2)

6.375 % Senior Secured Notes due 2026

14 unchanged sentences

Total long-term debt $ 5,394,932 $ 5,413,503

(1) On May 17, 2022, we entered into a $ 450.0 million New ABL Facility, maturing in 2027, which refinanced and replaced in its entirety the Existing ABL Facility.

Refer to the 'Asset-based Revolving Credit Facility due 2027' section below for more information.

(2) As of September 30, 2022, the New ABL Facility had a facility size of $ 450.0 million, no outstanding borrowings and $ 27.0 million of outstanding letters of credit, resulting in $ 423.0 million of borrowing base availability.

(1) As of March 31, 2023, the ABL Facility had a borrowing base of $ 438.3 million, no outstanding borrowings and $ 25.0 million of outstanding letters of credit, resulting in $ 413.3 million of borrowing base availability.

(2) Other secured subsidiary debt consists of finance lease obligations maturing at various dates from 2024 through 2045.

(4) During the three months ended September 30, 2022, we repurchased $ 75.0 million aggregate principal amount of iHeartCommunications Inc.'s 8.375 % Senior Unsecured Notes due 2027 for $ 68.1 million in cash, excluding accrued interest, via open market transactions.

The repurchased notes were subsequently cancelled and retired, resulting in a gain on extinguishment of debt of $ 6.9 million.

During the nine months ended September 30, 2022, we repurchased $ 188.5 million aggregate principal amount of iHeartCommunications Inc.'s 8.375 % Senior Unsecured Notes due 2027 for $ 173.4 million in cash, excluding accrued interest, via open market transactions.

(3) During the three months ended March 31, 2023, we repurchased $ 20.0 million aggregate principal amount of iHeartCommunications Inc.'s 8.375 % Senior Unsecured Notes due 2027 for $ 15.4 million in cash, excluding accrued interest, via open market transactions.

The repurchased notes were subsequently cancelled and retired, resulting in a gain on extinguishment of debt of $ 4.6 million.

The Company’s weighted average interest rate was 6.4 % and 5.4 % as of September 30, 2022 and December 31, 2021, respectively.

The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $ 5.0 billion and $ 5.9 billion as of September 30, 2022 and December 31, 2021, respectively.

The Company’s weighted average interest rate was 7.1 % and 6.9 % as of March 31, 2023 and December 31, 2022, respectively.

The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $ 4.5 billion and $ 4.8 billion as of March 31, 2023 and December 31, 2022, respectively.

Under the fair value hierarchy established by ASC 820-10-35, the market value of the Company’s debt is classified as either Level 1 or Level 2.

Asset-based Revolving Credit Facility due 2027

On May 17, 2022, iHeartCommunications, Inc., as borrower, entered into a Credit Agreement (the “New ABL Credit Agreement”) with iHeartMedia Capital I, LLC, the direct parent of iHeartCommunications, Inc., as parent guarantor, certain subsidiaries of iHeartCommunications, Inc.

party thereto, Bank of America, N.A., as administrative and collateral agent, and each other lender party thereto from time to time, governing a new $ 450.0 million New ABL Facility, maturing in 2027, which refinanced and replaced in its entirety the Existing ABL Facility.

The New ABL Facility includes a letter of credit sub-facility and a swingline loan sub-facility.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Size and Availability

The New ABL Facility provides for a senior secured asset-based revolving credit facility in the aggregate principal amount of up to $ 450.0 million, with amounts available from time to time (including in respect of letters of credit) equal to the lesser of (A) the borrowing base, which equals the sum of (i) 90.0 % of the eligible accounts receivable of iHeartCommunications and the subsidiary guarantors and (ii) 100 % of qualified cash, each subject to customary reserves and eligibility criteria, and (B) the aggregate revolving credit commitments.

Subject to certain conditions, iHeartCommunications may at any time request one or more increases in the amount of revolving credit commitments, in an amount up to the sum of (x) $ 150.0 million and (y) the amount by which the borrowing base exceeds the aggregate revolving credit commitments.

As of September 30, 2022, the New ABL Facility had a facility size of $ 450.0 million, no outstanding borrowings and $ 27.0 million of outstanding letters of credit, resulting in $ 423.0 million of borrowing base availability.

Interest Rate and Fees

Borrowings under the New ABL Facility bear interest at a rate per annum equal to the applicable rate plus, at iHeartCommunications’ option, either (1) a base rate, (2) a term secured overnight financing rate ("SOFR") (which includes a credit spread adjustment of 10 basis points) or (3) for certain foreign currencies, a eurocurrency rate.

The applicable margin for borrowings under the New ABL Facility range from 1.25 % to 1.75 % for both eurocurrency and term SOFR borrowings and from 0.25 % to 0.75 % for base-rate borrowings, in each case, depending on average excess availability under the New ABL Facility based on the most recently ended fiscal quarter.

In addition to paying interest on outstanding principal under the New ABL Facility, iHeartCommunications is required to pay a commitment fee to the lenders under the New ABL Facility in respect of the unutilized commitments thereunder.

The commitment fee rate ranges from 0.25 % to 0.375 % per annum dependent upon average unused commitments during the prior quarter.

iHeartCommunications may also pay customary letter of credit fees.

Borrowings under the New ABL Facility will mature, and commitments thereunder will terminate, on May 17, 2027.

If at any time, the sum of the outstanding amounts under the New ABL Facility exceeds the lesser of (i) the borrowing base and (ii) the aggregate commitments under the facility (such lesser amount, the “line cap”), iHeartCommunications is required to repay outstanding loans and cash collateralize letters of credit in an aggregate amount equal to such excess.

iHeartCommunications may voluntarily repay outstanding loans under the New ABL Facility at any time without premium or penalty, other than customary “breakage” costs with respect to eurocurrency rate loans.

Any voluntary prepayments made by iHeartCommunications will not reduce iHeartCommunications’ commitments under the New ABL Facility.

Guarantees and Security

The New ABL Facility is guaranteed by the guarantors of iHeartCommunications’ existing Term Loan Facility.

All obligations under the New ABL Facility, and the guarantees of those obligations, are secured by a perfected security interest in the accounts receivable and related assets of iHeartCommunications’ and all of the guarantors’ accounts receivable, qualified cash and related assets and proceeds thereof that is senior to the security interest of iHeartCommunications’ existing Term Loan Facility in such accounts receivable, qualified cash and related assets and proceeds thereof, subject to permitted liens and certain exceptions.

Certain Covenants and Events of Default

If borrowing availability is less than the greater of (a) $ 40.0 million and (b) 10 % of the aggregate commitments under the New ABL Facility, in each case, for two consecutive business days (a “Trigger Event”), iHeartCommunications will be required to comply with a minimum fixed charge coverage ratio of at least 1.00 to 1.00 for fiscal quarters ending on or after the occurrence of the Trigger Event, and must continue to comply with this minimum fixed charge coverage ratio until borrowing availability exceeds the greater of (x) $ 40.0 million and (y) 10 % of the aggregate commitments under the New ABL Facility, in each case, for 20 consecutive calendar days, at which time the Trigger Event shall no longer be deemed to be occurring.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022, no Trigger Event had occurred, and iHeartCommunications was not required to comply with this minimum fixed charge coverage ratio.

Surety Bonds, Letters of Credit and Guarantees

As of September 30, 2022, the Company and its subsidiaries had outstanding surety bonds, commercial standby letters of credit and bank guarantees of $ 8.8 million, $ 27.4 million and $ 0.2 million, respectively.

These surety bonds, letters of credit and bank guarantees relate to various operational matters including insurance, lease and performance bonds as well as other items.

Surety Bonds and Letters of Credit

As of March 31, 2023, the Company and its subsidiaries had outstanding surety bonds and commercial standby letters of credit of $ 10.0 million and $ 25.4 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.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

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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.

Additionally, due to the inherent uncertainty of

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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:

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The Communications Act and FCC regulation prohibit foreign entities and individuals from having direct or indirect ownership or voting rights of more than 25 percent in a corporation controlling the licensee of a radio broadcast station unless the FCC finds greater foreign ownership to be in the public interest.

On November 5, 2020, the FCC issued a declaratory ruling, which permits the Company to be up to 100 % foreign owned, subject to certain conditions, as described further in Note 8, Stockholders' Equity (the "2020 Declaratory Ruling").

On November 5, 2020, the FCC issued a declaratory ruling, which permits the Company to be up to 100 % foreign owned, subject to certain conditions (the "2020 Declaratory Ruling").

NOTE 7 – INCOME TAXES

The Company’s income tax benefit (expense) for the three and nine months ended September 30, 2022 and the three and nine months ended September 30, 2021 consisted of the following components:

The Company’s income tax benefit (expense) for the three months ended March 31, 2023 and the three months ended March 31, 2022 consisted of the following components:

(In thousands) Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

Current tax benefit (expense) $ 15,871 $ ( 7,651 ) $ ( 26,289 ) $ ( 12,717 )

Current tax expense $ ( 3,485 ) $ ( 3,579 )

Deferred tax benefit (expense) ( 72,620 ) 23,788

Income tax benefit (expense) $ ( 76,105 ) $ 20,209

The effective tax rates for the three and nine months ended September 30, 2022 were ( 4.5 )% and 1.4 %, respectively.

The effective tax rates for the three months ended March 31, 2023 and March 31, 2022 were ( 52.0 )% and 29.3 %, 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 effective tax rates for the three and nine months ended September 30, 2021 were 115.6 % and ( 40.0 )%, respectively.

The effective tax rates were primarily impacted by the deferred tax expense recorded for the valuation allowance against certain deferred tax assets for disallowed interest expense and net operating loss carryforwards due to the uncertainty of the Company’s ability to utilize those assets in future periods.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – STOCKHOLDERS' EQUITY

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Share-based Compensation

Share-based compensation expenses are recorded in Selling, general and administrative expenses and were $ 10.4 million and $ 6.0 million for the Company for the three months ended September 30, 2022 and September 30, 2021, respectively.

Share-based compensation expenses were $ 24.6 million and $ 17.6 million for the Company for the nine months ended September 30, 2022 and September 30, 2021, respectively.

In August 2020, the Company issued performance-based restricted stock units ("Performance RSUs") to certain key employees.

Such Performance RSUs vest upon the achievement of critical operational (cost savings) improvements and specific environmental, social and governance initiatives, which were being measured over an approximately 18-month period from the date of issuance.

In the three and nine months ended September 30, 2021, the Company recognized $ 0.4 million and $ 1.4 million in relation to these Performance RSUs.

Share-based compensation expenses are recorded in Selling, general and administrative expenses and were $ 10.2 million and $ 5.5 million for the Company for the three months ended March 31, 2023 and March 31, 2022, respectively.

On March 28, 2022, the Company issued performance-based restricted stock units ("Q1 2022 Performance RSUs") to certain key employees.

Such Q1 2022 Performance RSUs vest upon the achievement of total stockholder return goals and continued service, which are being measured over an approximately 50-month period from the date of issuance.

In the three and nine months ended September 30, 2022, the Company recognized $ 0.8 million and $ 1.5 million in relation to these Q1 2022 Performance RSUs.

In the three months ended March 31, 2023, the Company recognized $ 0.7 million in relation to these Q1 2022 Performance RSUs.

On May 9, 2022, the Company issued performance-based restricted stock units ("Q2 2022 Performance RSUs") and restricted stock units ("2022 RSUs") to certain key employees.

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Such 2022 RSUs vest upon continued service.

These awards are being recognized ratably over a 3-year period from the date of issuance.

In the three and nine months ended September 30, 2022, the Company recognized $ 1.3 million and $ 2.0 million in relation to these Q2 2022 Performance RSUs.

As of September 30, 2022, there was $ 54.3 million of unrecognized compensation cost related to unvested share-based compensation arrangements with vesting based solely on service conditions.

These awards are being recognized ratably over a 3-year period from the date of

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In the three months ended March 31, 2023, the Company recognized $ 1.2 million in relation to these Q2 2022 Performance RSUs.

As of March 31, 2023, there was $ 37.7 million of unrecognized compensation cost related to unvested share-based compensation arrangements with vesting based solely on service conditions.

This cost is expected to be recognized over a weighted average period of approximately 3.0 years.

In addition, as of September 30, 2022, there were unrecognized compensation costs of $ 11.0 million for the Q1 2022 Performance RSUs and $ 13.4 million for the Q2 2022 Performance RSUs related to unvested share-based compensation arrangements that will vest based on certain performance and service conditions.

In addition, as of March 31, 2023, there were unrecognized compensation costs of $ 9.5 million for the Q1 2022 Performance RSUs and $ 10.6 million for the Q2 2022 Performance RSUs related to unvested share-based compensation arrangements that will vest based on certain performance and service conditions.

These costs will be recognized over a 50-month period from the date of issuance for the Q1 2022 Performance RSUs and over the 3-year period from the date of issuance for the Q2 2022 Performance RSUs.

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The Company is authorized to issue 2,100,000,000 shares, consisting of (a) 1,000,000,000 shares of Class A Common Stock, par value $ 0.001 per share (the “Class A Common Stock”), (b) 1,000,000,000 shares of Class B Common Stock, par value $ 0.001 per share (the “Class B Common Stock”), and (c) 100,000,000 shares of preferred stock, par value $ 0.001 per share (the “Preferred Stock”).

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the Company's Class A Common Stock, Class B Common Stock and Special Warrants issued as of September 30, 2022:

September 30,

The following table presents the Company's Class A Common Stock, Class B Common Stock and Special Warrants issued as of March 31, 2023:

Class A Common Stock, par value $ .001 per share, 1,000,000,000 shares authorized

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Total Class A Common Stock, Class B Common Stock and Special Warrants issued 148,966,431

During the three and nine months ended September 30, 2022, stockholders converted 9,218 and 207,438 shares of the Class B common stock into Class A common stock.

During the three and nine months ended September 30, 2021, stockholders converted 1,130,851 and 6,718,576 shares of the Class B common stock into Class A common stock.

During the three months ended March 31, 2023, stockholders converted 7,262 shares of the Class B common stock into Class A common stock.

During the three months ended March 31, 2022, stockholders converted 159,692 shares of the Class B common stock into Class A common stock.

Special Warrants

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The Communications Act and FCC regulations prohibit foreign entities or individuals from indirectly (i.e., through a parent company) owning or voting more than 25 percent of a licensee’s equity, unless the FCC determines that greater indirect foreign ownership is in the public interest.

As described further in Note 6 above, November 5, 2020, the FCC issued the 2020 Declaratory Ruling, which permits the Company to be up to 100 % foreign owned.

During the three and nine months ended September 30, 2022, stockholders exercised 85,141 and 96,516 Special Warrants for an equivalent number of shares of Class A common stock.

There were 96,602 Special Warrants exercised for shares of Class B common stock during the three and nine months ended September 30, 2022.

During the three and nine months ended September 30, 2021, stockholders exercised 60,698 and 47,197,139 Special Warrants for an equivalent number of shares of Class A common stock.

During the nine months ended September 30, 2021, stockholders exercised 22,337,312 Special Warrants for an equivalent number of shares of Class B common stock.

As mentioned in Note 6 above, on November 5, 2020, the FCC issued the 2020 Declaratory Ruling, which permits the Company to be up to 100 % foreign owned.

During the three months ended March 31, 2023, there were no Special Warrants exercised for shares of Class A or Class B common stock.

During the three months ended March 31, 2022, stockholders exercised 11,361 Special Warrants for an equivalent number of shares of Class A common stock.

During the three months ended March 31, 2022, there were no Special Warrant exercised for shares of Class B common stock.

IHEARTMEDIA, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Computation of Income (Loss) per Share

Computation of Loss per Share

(In thousands, except per share data) Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

Net income (loss) attributable to the Company – common shares $ ( 310,363 ) $ 3,180 $ ( 344,544 ) $ ( 270,829 )

Net loss attributable to the Company – common shares $ ( 222,260 ) $ ( 48,582 )

DENOMINATOR (1) :

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Weighted average common shares outstanding - diluted 148,365 147,513

Net income (loss) attributable to the Company per common share:

Net loss attributable to the Company per common share:

Basic $ ( 1.50 ) $ ( 0.33 )

Diluted $ ( 1.50 ) $ ( 0.33 )

(1) All of the outstanding 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, 2022 and 2021.

(2) Outstanding equity awards representing 11.7 million and 0.3 million shares of Class A common stock of the Company for the three months ended September 30, 2022 and 2021, respectively, and 10.8 million and 10.6 million for the nine months ended September 30, 2022 and 2021, respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.

(1) All of the outstanding Special Warrants are included in both the basic and diluted weighted average common shares outstanding of the Company for the three months ended March 31, 2023 and 2022.

(2) Outstanding equity service awards representing 11.7 million and 10.0 million shares of Class A common stock of the Company for the three months ended March 31, 2023 and 2022, respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.

NOTE 9 – SEGMENT DATA

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following tables present the Company's segment results for the Company for the three and nine months ended September 30, 2022 and 2021:

(In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Corporate and other reconciling items Eliminations Consolidated

Three Months Ended September 30, 2022

Revenue $ 659,896 $ 253,953 $ 77,794 $ — $ ( 2,713 ) $ 988,930

Operating expenses (1)

452,631 175,636 48,044 63,090 ( 2,713 ) 736,688

Segment Adjusted EBITDA (2)

$ 207,265 $ 78,317 $ 29,750 $ ( 63,090 ) $ — $ 252,242

Depreciation and amortization ( 109,305 )

Impairment charges ( 309,750 )

Other operating expense, net ( 9,451 )

Restructuring expenses ( 24,486 )

Share-based compensation expense ( 10,437 )

Operating income $ ( 211,187 )

Intersegment revenues $ 112 $ 1,314 $ 1,287 $ — $ — $ 2,713

Capital expenditures 31,613 4,808 1,276 2,660 — 40,357

Share-based compensation expense — — — 10,437 — 10,437

The following tables present the Company's segment results for the Company for the three months ended March 31, 2023 and 2022:

(In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Corporate and other reconciling items Eliminations Consolidated

Three Months Ended September 30, 2021

Three Months Ended March 31, 2023

Revenue $ 529,013 $ 223,396 $ 61,351 $ — $ ( 2,521 ) $ 811,239

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Share-based compensation expense ( 10,152 )

Operating income $ 80,111

Operating loss $ ( 48,862 )

Intersegment revenues $ — $ 1,189 $ 1,332 $ — $ — $ 2,521

1 unchanged sentence

Share-based compensation expense — — — 10,152 — 10,152

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Corporate and other reconciling items Eliminations Consolidated

Nine Months Ended September 30, 2022

Three Months Ended March 31, 2022

Revenue $ 571,160 $ 214,219 $ 60,857 $ — $ ( 2,778 ) $ 843,458

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Share-based compensation expense — — — 5,535 — 5,535

(In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Corporate and other reconciling items Eliminations Consolidated

Nine Months Ended September 30, 2021

Revenue $ 1,762,726 $ 561,252 $ 182,390 $ — $ ( 10,047 ) $ 2,496,321

Operating expenses (1)

1,268,107 399,828 124,148 197,317 ( 10,047 ) 1,979,353

Segment Adjusted EBITDA (2)

$ 494,619 $ 161,424 $ 58,242 $ ( 197,317 ) $ — $ 516,968

Depreciation and amortization ( 343,408 )

Impairment charges ( 49,391 )

Other operating expense, net ( 27,491 )

Restructuring expenses ( 47,216 )

Share-based compensation expense ( 17,581 )

Operating loss $ 31,881

Intersegment revenues $ 447 $ 4,547 $ 5,053 $ — $ — $ 10,047

Capital expenditures 66,522 17,934 6,158 10,721 — 101,335

Share-based compensation expense — — — 17,581 — 17,581

(1) Consolidated operating expenses consist of Direct operating expenses and Selling, general and administrative expenses and exclude Restructuring expenses, share-based compensation expenses and depreciation and amortization.

(2) For a definition of Adjusted EBITDA for the consolidated company and a reconciliation to Operating income (loss), the most closely comparable GAAP measure, and to Net income (loss), please see "Reconciliation of Operating Income (Loss) to Adjusted EBITDA" and "Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA" in Item 2 of this Quarterly Report on Form 10-Q.

(2) For a definition of Adjusted EBITDA for the consolidated company and a reconciliation to Operating income (loss), the most closely comparable 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 Item 2 of this Quarterly Report on Form 10-Q.

Beginning on January 1, 2021, Segment Adjusted EBITDA became the segment profitability metric reported to the Company's Chief Operating Decision Maker for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements