What changed in this filing

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Item 1. Financial Statements

2024-08-08 compared with 2024-05-09 · 269 added, 68 removed, 460 unchanged (42% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

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

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

2024 December 31,

45 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

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

(In thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Revenue $ 929,092 $ 920,014 $ 1,728,130 $ 1,731,253

4 unchanged sentences

Impairment charges 920,224 960,570 921,732 964,517

Other operating expense, net 572 221

Other operating (income) expense, net 516 ( 261 ) 1,088 ( 40 )

Operating loss ( 909,667 ) ( 897,194 ) ( 944,375 ) ( 946,056 )

1 unchanged sentence

Gain (loss) on investments, net ( 412 ) ( 6,038 ) 91,582 ( 12,543 )

Equity in earnings (loss) of nonconsolidated affiliates ( 45 ) 40

Equity in loss of nonconsolidated affiliates ( 61 ) ( 44 ) ( 106 ) ( 4 )

Gain on extinguishment of debt — 22,902 — 27,527

1 unchanged sentence

Loss before income taxes ( 1,005,948 ) ( 979,339 ) ( 1,044,718 ) ( 1,125,597 )

Income tax benefit (expense) 20,662 ( 76,105 )

Income tax benefit 23,959 96,357 44,621 20,252

Net loss ( 981,989 ) ( 882,982 ) ( 1,000,097 ) ( 1,105,345 )

22 unchanged sentences

Comprehensive Loss Treasury

Shares Class B

Shares Special Warrants Total

March 31, 2024

124,416,225 21,346,613 5,043,336 $ 6,400 $ 146 $ 2,955,043 $ ( 3,348,650 ) $ ( 1,347 ) $ ( 10,166 ) $ ( 398,574 )

Net loss ( 331 ) — — ( 981,658 ) — — ( 981,989 )

Vesting of restricted stock and other

2,487,456 — 2 ( 2 ) — — ( 679 ) ( 679 )

Share-based compensation — — 7,234 — — — 7,234

Dividend declared and paid to noncontrolling interests ( 386 ) — — — — — ( 386 )

Conversion of Special Warrants to Class A or Class B Shares 29 ( 29 ) — — — — — — —

Conversion of Class B Shares to Class A Shares

2,223 ( 2,223 ) — — — — — — —

Other comprehensive loss — — — — ( 249 ) — ( 249 )

June 30, 2024

126,905,933 21,344,390 5,043,307 $ 5,683 $ 148 $ 2,962,275 $ ( 4,330,308 ) $ ( 1,596 ) $ ( 10,845 ) $ ( 1,374,643 )

(In thousands, except share data) Controlling Interest

Common Shares (1)

Interest Common

Stock Additional

Capital Accumulated Deficit Accumulated

Comprehensive Loss Treasury

Class A Shares Class B

Shares Special Warrants Total

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

Net income (loss) 1,488 — — ( 884,470 ) — — ( 882,982 )

Vesting of restricted stock and other 1,538,599 — 1 ( 1 ) — — ( 928 ) ( 928 )

Share-based compensation

— — 8,947 — — — 8,947

Dividend declared and paid to noncontrolling interests ( 322 ) — — — — — ( 322 )

Conversion of Special Warrants to Class A and Class B Shares

198 59 ( 257 ) — — — — — — —

Conversion of Class B Shares to Class A Shares 122,615 ( 122,615 ) — — — — — — —

Other comprehensive loss — — — — ( 77 ) — ( 77 )

June 30, 2023

124,046,612 21,347,363 5,111,055 $ 10,351 $ 145 $ 2,931,598 $ ( 3,334,212 ) $ ( 1,454 ) $ ( 9,886 ) $ ( 403,458 )

(1) The Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in 2024 or 2023.

See Notes to Consolidated Financial Statements

IHEARTMEDIA, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

(In thousands, except share data) Controlling Interest

Common Shares (1)

Interest Common

Stock Additional

Capital Accumulated Deficit Accumulated

Comprehensive Loss Treasury

Class A Shares Class B

Shares Special Warrants Total

December 31, 2023

9 unchanged sentences

Other comprehensive loss — — — — ( 468 ) — ( 468 )

March 31, 2024

June 30, 2024

126,905,933 21,344,390 5,043,307 $ 5,683 $ 148 $ 2,962,275 $ ( 4,330,308 ) $ ( 1,596 ) $ ( 10,845 ) $ ( 1,374,643 )

9 unchanged sentences

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

Net income (loss) 1,385 — — ( 1,106,730 ) — — ( 1,105,345 )

Vesting of restricted stock and other 1,546,112 — 1 ( 1 ) — — ( 952 ) ( 952 )

2 unchanged sentences

Dividends declared and paid to noncontrolling interests ( 643 ) — — — — — ( 643 )

Conversion of Special Warrants to Class A and Class B Shares

198 59 ( 257 ) — — — — — — —

Conversion of Class B Shares to Class A Shares 129,877 ( 129,877 ) — — — — — — —

Other comprehensive loss — — — — ( 123 ) — ( 123 )

March 31, 2023

June 30, 2023

124,046,612 21,347,363 5,111,055 $ 10,351 $ 145 $ 2,931,598 $ ( 3,334,212 ) $ ( 1,454 ) $ ( 9,886 ) $ ( 403,458 )

4 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) Three Months Ended March 31,

(In thousands) Six Months Ended June 30,

Cash flows from operating activities:

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(Gain) Loss on investments ( 91,582 ) 12,543

Equity in (earnings) loss of nonconsolidated affiliates 45 ( 40 )

Equity in loss of nonconsolidated affiliates 106 4

Gain on extinguishment of debt — ( 27,527 )

8 unchanged sentences

Decrease in accrued interest ( 10 ) ( 1,816 )

Increase in deferred revenue 8,260 16,829

Increase in other long-term liabilities ( 272 ) ( 759 )

Increase (Decrease) in deferred revenue ( 1,281 ) 35,742

Decrease in other long-term liabilities ( 286 ) ( 1,336 )

Cash used for operating activities ( 32,548 ) ( 37,211 )

2 unchanged sentences

Purchases of property, plant and equipment ( 42,754 ) ( 61,938 )

Proceeds from disposal of assets 55 6,875

Change in other, net ( 3,186 ) ( 4,197 )

36 unchanged sentences

Higher interest rates and inflation have contributed to a challenging macroeconomic environment since 2022.

This challenging environment has led to broader market uncertainty and has delayed the Company's expected recovery and has had an adverse impact on the Company's revenues, cash flows, and trading values of the Company's debt and equity securities.

This challenging environment has led to broader market uncertainty which has impacted the Company's revenues and cash flows.

The current market uncertainty and macroeconomic conditions, a recession, or a downturn in the U.S.

economy could have a significant impact on the Company's ability to generate revenue and cash flows.

As of March 31, 2024, the Company had approximately $ 361.4 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 facility size of $ 450.0 million, no outstanding borrowings and $ 23.2 million of outstanding letters of credit, resulting in $ 426.8 million of borrowing base availability.

The Company's total available liquidity as of March 31, 2024 was approximately $ 788.2 million.

The challenging environment has resulted in lower advertising spending by businesses and has delayed our expected recovery.

In addition, this economic uncertainty has had a significant impact on the trading values of the Company's debt and equity securities for a sustained period.

The Company therefore performed an interim impairment test as of June 30, 2024 on the goodwill recorded in its reporting units, as well as its indefinite-lived Federal Communication Commission ("FCC") licenses.

The estimated fair values of the Company’s FCC licenses, which have indefinite lives, are based on broadcast industry information, including industry-wide projections.

The factors discussed above negatively impacted certain assumptions in the discounted cash flow models used to value the Company's FCC licenses.

The Company's June 30, 2024 testing indicated that the fair values of its FCC licenses were below their carrying values, which resulted in a non-cash impairment charge of $ 304.1 million.

Based on the valuation analysis that the Company performed in connection with the interim goodwill impairment testing as of June 30, 2024, the Company determined that the estimated fair values of two of its reporting units were below their carrying values, including goodwill, which required the Company to recognize a non-cash impairment charge of $ 616.1 million to reduce the Company's goodwill balance.

The Company believes it has made reasonable estimates and utilized reasonable assumptions to calculate the fair values of its indefinite-lived FCC licenses and reporting units.

It is possible a material change could occur to the estimated fair value of these assets as a result of the uncertainty regarding the magnitude of the impact of current market conditions, as well as the timing of any recovery.

If the Company's actual results are not consistent with its estimates, the Company could be exposed to future impairment losses that could be material to its results of operations.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024, the Company had approximately $ 364.7 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 facility size of $ 450.0 million, no outstanding borrowings and $ 23.7 million of outstanding letters of credit, resulting in $ 426.3 million of borrowing base availability.

The Company's total available liquidity as of June 30, 2024 was $ 791.0 million.

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

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Restricted Cash

As of March 31, 2024 and December 31, 2023, the Company did not have any restricted cash balances on the Consolidated Balance Sheets.

As of June 30, 2024 and December 31, 2023, the Company did not have any restricted cash balances on the Consolidated Balance Sheets.

Certain Relationships and Related Party Transactions

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None of these ordinary course transactions have had a material impact on the Company.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

New Accounting Pronouncements Not Yet Adopted

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We are currently evaluating the impact of this standard on our annual disclosures, including timing of adoption.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – REVENUE

Disaggregation of Revenue

The following tables show revenue streams for the three months ended March 31, 2024 and 2023:

The following tables show revenue streams for the three and six months ended June 30, 2024 and 2023:

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

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Revenue from contracts with customers:

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Revenue, total $ 575,907 $ 285,614 $ 70,082 $ ( 2,511 ) $ 929,092

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Revenue from contracts with customers:

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Revenue from leases (8)

829 — — — 829

Revenue, total $ 595,944 $ 260,854 $ 65,804 $ ( 2,588 ) $ 920,014

(1) Broadcast Radio revenue is generated through the sale of advertising time on the Company’s domestic radio stations.

(2) Networks revenue is generated through the sale of advertising on the Company’s Premiere and Total Traffic & Weather network programs and through the syndication of network programming to other media companies.

IHEARTMEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Six Months Ended June 30, 2024

Revenue from contracts with customers:

Broadcast Radio (1)

$ 784,828 $ — $ — $ — $ 784,828

208,642 — — — 208,642

Sponsorship and Events (3)

66,950 — — — 66,950

Digital, excluding Podcast (4)

— 329,437 — ( 2,360 ) 327,077

— 195,145 — — 195,145

Audio & Media Services (6)

— — 139,250 ( 2,712 ) 136,538

8,525 — — — 8,525

Total 1,068,945 524,582 139,250 ( 5,072 ) 1,727,705

Revenue from leases (8)

425 — — — 425

Revenue, total $ 1,069,370 $ 524,582 $ 139,250 $ ( 5,072 ) $ 1,728,130

Six Months Ended June 30, 2023

Revenue from contracts with customers:

Broadcast Radio (1)

$ 812,390 $ — $ — $ — $ 812,390

230,122 — — — 230,122

Sponsorship and Events (3)

70,797 — — — 70,797

Digital, excluding Podcast (4)

— 310,732 — ( 2,405 ) 308,327

— 173,518 — — 173,518

Audio & Media Services (6)

— — 127,155 ( 2,704 ) 124,451

10,509 — — — 10,509

Total 1,123,818 484,250 127,155 ( 5,109 ) 1,730,114

Revenue from leases (8)

1,139 — — — 1,139

Revenue, total $ 1,124,957 $ 484,250 $ 127,155 $ ( 5,109 ) $ 1,731,253

(1) Broadcast Radio revenue is generated through the sale of advertising time on the Company’s domestic radio stations.

(3) Sponsorship and events revenue is generated through local events and major nationally-recognized tent pole events and include sponsorship and other advertising revenue, ticket sales, and licensing, as well as endorsement and appearance fees generated by on-air talent.

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(8) Revenue from leases is primarily generated by the lease of towers to other media companies, which are all categorized as operating leases.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Trade and Barter

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Three Months Ended

June 30, Six Months Ended

(In thousands) 2024 2023 2024 2023

1 unchanged sentence

Trade and barter expenses 57,786 31,521 91,967 78,907

In addition to the trade and barter revenue in the table above, the Company recognized $ 8.7 million and $ 8.0 million during the three months ended March 31, 2024 and 2023, 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 $ 6.8 million and $ 3.7 million during the three months ended June 30, 2024 and 2023, respectively, and $ 15.5 million and $ 11.7 million during the six months ended June 30, 2024 and 2023, 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

June 30, Six Months Ended

(In thousands) 2024 2023 2024 2023

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(1) Deferred revenue from contracts with customers, which excludes other sources of deferred revenue that are not related to contracts with customers, is included within deferred revenue and other long-term liabilities on the Consolidated Balance Sheets, depending upon when revenue is expected to be recognized.

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

however, as of June 30, 2024, the Company expects to recognize $ 254.6 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.

IHEARTMEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

however, as of March 31, 2024, the Company expects to recognize $ 253.1 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.

Revenue from Leases

As of March 31, 2024, the future lease payments to be received by the Company are as follows:

As of June 30, 2024, 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 three months ended March 31, 2024, and 2023, we recognized non-cash impairment charges of $ 1.5 million and $ 3.9 million, respectively, due to changes in sublease assumptions for ROU assets related to certain operating leases for which management has made proactive decisions to abandon and sublease in connection with strategic actions to streamline the Company’s real estate footprint.

During the six months ended June 30, 2024, we recognized non-cash impairment charges of $ 1.5 million due to changes in sublease assumptions for ROU assets related to certain operating leases for which management has made proactive decisions to abandon and sublease in connection with strategic actions to streamline the Company’s real estate footprint.

There were no lease impairments recognized during the three months ended June 30, 2024.

During the three and six months ended June 30, 2023, we recognized non-cash impairment charges of $ 1.5 million and $ 5.5 million, respectively, due to changes in sublease assumptions for ROU assets.

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:

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands) 2024 2023

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

(1) Lease liabilities from obtaining right-of-use assets include new leases entered into during the three months ended March 31, 2024 and 2023, respectively.

(1) Lease liabilities from obtaining right-of-use assets include new leases entered into during the six months ended June 30, 2024 and 2023, 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 $ 15.6 million and $ 18.1 million for the three months ended March 31, 2024 and March 31, 2023, respectively.

The non-cash operating lease expense was $ 15.9 million and $ 16.4 million for the three months ended June 30, 2024 and 2023, respectively.

The non-cash operating lease expense was $ 31.5 million and $ 34.5 million for the six months ended June 30, 2024 and 2023, respectively.

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL

1 unchanged sentence

The Company’s property, plant and equipment consisted of the following classes of assets:

(In thousands) March 31,

(In thousands) June 30,

2024 December 31,

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Indefinite-lived Intangible Assets

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

The Company’s indefinite-lived intangible assets primarily consist of FCC broadcast licenses in its Multiplatform Group segment.

The Company performs its annual impairment test on goodwill and indefinite-lived intangible assets, including FCC licenses, as of July 1 of each year.

In addition, the Company tests for impairment of other intangible assets whenever events and circumstances indicate that such assets might be impaired.

As discussed in Note 1, Basis of Presentation , economic uncertainty due to inflation and higher interest rates since 2022 has resulted in, among other things, lower advertising spending by businesses.

This economic uncertainty has had an adverse impact on the Company's revenues, cash flows and trading values of the Company's debt and equity securities for a sustained period.

The Company therefore performed an interim impairment test as of June 30, 2024 on its FCC licenses.

The uncertainty surrounding the demand for advertising impacted the key industry assumptions used in the models that are utilized to value the Company's FCC licenses.

As a result, the fair values of certain of the Company's FCC licenses have decreased.

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, estimated start-up costs, and capital expenditures.

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

The Company obtained the most recent broadcast radio industry revenue projections for use in the valuation model, as well as various other sources to analyze media and broadcast

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

industry market forecasts and other data in developing the assumptions used for purposes of performing impairment testing on the Company's FCC licenses as of June 30, 2024.

Considerations in developing these assumptions included the expected impact on advertising revenues given the current market uncertainty, ranges of expected timing of recovery, discount rates and other factors.

Based on the Company's interim testing, the estimated fair values of its FCC licenses were below their carrying values.

As a result, the Company recognized a non-cash impairment charge of $ 304.1 million on its FCC licenses.

Other Intangible Assets

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These assets are recorded at amortized cost.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company tests for possible impairment of other intangible assets whenever events and circumstances indicate that they might be impaired.

When specific assets are determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current fair market value.

In connection with its impairment testing, the Company also assessed its other intangible assets.

Based on the Company's assessment, no impairment indicators were identified related to the definite-lived intangible assets.

The following table presents the gross carrying amount and accumulated amortization for each major class of other intangible assets.

(In thousands) March 31, 2024 December 31, 2023

(In thousands) June 30, 2024 December 31, 2023

Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization

4 unchanged sentences

Total $ 2,345,438 $ ( 1,295,420 ) $ 2,345,438 $ ( 1,172,228 )

Total amortization expense related to definite-lived intangible assets for the Company for the three months ended March 31, 2024 and 2023 was $ 61.9 million and $ 61.8 million, respectively.

Total amortization expense related to definite-lived intangible assets for the Company for the three months ended June 30, 2024 and 2023 was $ 61.2 million and $ 61.8 million, respectively.

Total amortization expense related to definite-lived intangible assets for the Company for the six months ended June 30, 2024 and 2023 was $ 123.1 million and $ 123.6 million, respectively.

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

2 unchanged sentences

2025 $ 213,758

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the changes in the carrying amount of goodwill:

2 unchanged sentences

$ 1,340,459 $ 311,426 $ 69,598 $ 1,721,483

Impairment ( 608,958 ) — ( 7,127 ) ( 616,085 )

Foreign currency — ( 73 ) ( 81 ) ( 154 )

Balance as of March 31, 2024

Balance as of June 30, 2024

$ 731,501 $ 311,353 $ 62,390 $ 1,105,244

Cumulative Impairment $ 1,954,895 $ 439,383 $ 41,642 $ 2,435,920

(1) Beginning goodwill balance is presented net of prior accumulated impairment losses of $ 1.3 billion related to our Multiplatform Group, $ 439.4 million related to our Digital Audio Group and $ 34.5 million related to our Audio & Media Services Group.

Goodwill Impairment

As discussed above, the Company performs its impairment test for each reporting unit’s goodwill as of July 1 of each year.

The Company also tests goodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired.

As discussed above, economic uncertainty has had a significant impact on the Company's revenue and cash flows, as well as the trading values of the Company's debt and equity securities for a sustained period.

The Company therefore performed an interim impairment test as of June 30, 2024 on its goodwill.

The uncertainty surrounding the demand for advertising impacted the key assumptions used in the models which are utilized to value the Company's goodwill.

The goodwill impairment test requires measurement of the fair value of the Company's reporting units, which is compared to the carrying value of the reporting units, including goodwill.

Each of the Company's reporting units is valued using a discounted cash flow model which requires estimating future cash flows expected to be generated from the reporting unit, discounted to their present value using a risk-adjusted discount rate.

Terminal values were also estimated and discounted to their present value.

Assessing the recoverability of goodwill requires the Company to make estimates and assumptions about sales, operating margins, growth rates and discount rates based on the Company's budgets, business plans, economic projections, anticipated future cash flows and marketplace data.

There are inherent uncertainties related to these factors and in management’s judgment in applying these factors.

The economic environment resulting from inflation, higher interest rates, and the related uncertainty in the markets impacted the trading values of the Company's debt and equity securities and certain assumptions used to estimate the fair values of the Company's reporting units for purposes of performing the interim goodwill impairment test.

Based on the Company's valuation analysis, it determined that the estimated fair values of two of its reporting units were below their carrying value, including goodwill, which required the Company to recognize a non-cash impairment charge of $ 616.1 million to reduce its goodwill balance.

While the Company believes it has made reasonable estimates and utilized reasonable assumptions to calculate the fair values of its other intangible assets, indefinite-lived FCC licenses and reporting units, it is possible a material change could occur to the estimated fair value of these assets as a result of the uncertainty regarding the magnitude of the impact of current market conditions, as well as the timing of any recovery.

If the Company's actual results are not consistent with its estimates, the Company could be exposed to future impairment losses that could be material to its results of operations.

IHEARTMEDIA, INC.

3 unchanged sentences

Long-term debt outstanding for the Company consisted of the following:

(In thousands) March 31, 2024 December 31, 2023

(In thousands) June 30, 2024 December 31, 2023

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

11 unchanged sentences

916,357 916,357

Other unsecured subsidiary debt 694 —

Original issue discount ( 6,003 ) ( 7,558 )

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Total long-term debt $ 5,218,194 $ 5,214,810

(1) As of March 31, 2024, the ABL Facility had a facility size of $ 450.0 million, no outstanding borrowings and $ 23.2 million of outstanding letters of credit, resulting in $ 426.8 million of borrowing base availability.

(1) As of June 30, 2024, the ABL Facility had a facility size of $ 450.0 million, no outstanding borrowings and $ 23.7 million of outstanding letters of credit, resulting in $ 426.3 million of borrowing base availability.

(2) Other secured subsidiary debt consists of finance lease obligations maturing at various dates from 2025 through 2045.

The Company’s weighted average interest rate was 7.3 % as of March 31, 2024 and December 31, 2023.

The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $ 4.0 billion and $ 4.2 billion as of March 31, 2024 and December 31, 2023, respectively.

The Company’s weighted average interest rate was 7.3 % as of June 30, 2024 and December 31, 2023.

The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $ 3.4 billion and $ 4.2 billion as of June 30, 2024 and December 31, 2023, 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.

As of March 31, 2024, we were in compliance with all covenants related to our debt agreements.

As of June 30, 2024, we were in compliance with all covenants related to our debt agreements.

On June 15, 2023, iHeartCommunications, Inc.

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Surety Bonds and Letters of Credit

As of March 31, 2024, the Company and its subsidiaries had outstanding surety bonds and commercial standby letters of credit of $ 10.1 million and $ 23.2 million, respectively.

As of June 30, 2024, the Company and its subsidiaries had outstanding surety bonds and commercial standby letters of credit of $ 8.9 million and $ 23.7 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.

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Alien Ownership Restrictions and FCC Declaratory Ruling

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.

The Communications Act of 1934, as amended (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 (the "2020 Declaratory Ruling").

NOTE 7 – INCOME TAXES

The Company’s income tax benefit (expense) consisted of the following components:

The Company’s income tax benefit consisted of the following components:

(In thousands) Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Current tax expense $ ( 16,969 ) $ ( 35,161 ) $ ( 20,387 ) $ ( 38,646 )

Deferred tax benefit (expense) 24,080 ( 72,620 )

Income tax benefit (expense) $ 20,662 $ ( 76,105 )

The effective tax rates for the three months ended March 31, 2024 and 2023 were 53.3 % and ( 52.0 )%, 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.

Deferred tax benefit 40,928 131,518 65,008 58,898

Income tax benefit $ 23,959 $ 96,357 $ 44,621 $ 20,252

The effective tax rates for the Company for the three and six months ended June 30, 2024 were 2.4 % 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, as well as by impairment charges to non-deductible goodwill.

The deferred tax benefit primarily consists of $ 77.3 million related to the FCC license impairment charges recorded during the second quarter of 2024.

The deferred benefit was partially offset by deferred tax expense recorded for valuation allowances against certain deferred tax assets.

The effective tax rates for the Company for the three and six months ended June 30, 2023 were 9.8 % and 1.8 %, 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, as well as by impairment charges to non-deductible goodwill.

The deferred tax benefit primarily consists of $ 92.9 million related to the FCC license impairment charges recorded during the second quarter of 2023.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – STOCKHOLDERS' DEFICIT

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Pursuant to the 2021 Plan, the Company will continue to grant equity awards covering shares of the Company's Class A common stock to certain key individuals.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Share-based Compensation

Share-based compensation expenses are recorded in Selling, general and administrative expenses and were $ 8.5 million and $ 10.2 million for the three months ended March 31, 2024 and 2023, respectively.

Share-based compensation expenses are recorded in Selling, general and administrative expenses in the Consolidated Statements of Comprehensive Loss.

The Company periodically issues restricted stock units ("RSUs") and performance-based RSUs ("Performance RSUs") to certain key employees, some of which are settled in cash.

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On February 25, 2024, the Company issued RSUs and Performance RSUs to certain key employees.

The following table presents the Company's total share based compensation expense by award type for the three months ended March 31, 2024 and 2023:

The following table presents the Company's total share based compensation expense by award type for the three and six months ended June 30, 2024 and 2023:

(In thousands) Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

RSUs $ 5,085 $ 5,536 $ 10,011 $ 11,638

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$ 7,220 $ 9,212 $ 15,700 $ 19,364

(1) Total share based compensation expense includes $ 0.5 million of expense from cash settled awards for the three months ended March 31, 2024

As of March 31, 2024, there was $ 51.3 million of unrecognized compensation cost related to share-based compensation arrangements.

(1) Total share based compensation expense includes $ 0.5 million of expense from cash settled awards for the six months ended June 30, 2024.

Share based compensation expense from cash settled awards was immaterial for the three months ended June 30, 2024.

Total share based compensation expense includes $ 0.3 million of expense from cash settled awards for the three and six months ended June 30, 2023.

As of June 30, 2024, there was $ 44.8 million of unrecognized compensation cost related to share-based compensation arrangements.

This cost is expected to be recognized over a weighted average period of approximately 1.7 years and assumes Performance RSUs will be fully earned at target.

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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, 2024, there were 58,534 Special Warrants exercised for shares of Class A common stock and none exercised for Class B common stock.

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 June 30, 2024 and 2023 there were 29 and 198 Special Warrants, respectively, exercised for shares of Class A common stock.

During the three months ended June 30, 2023 there were 59 Special Warrants exercised for

IHEARTMEDIA, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Class B common stock.

There were no Special Warrants exercised for Class B common stock during the three months ended June 30, 2024.

During the six months ended June 30, 2024 and 2023, there were 58,563 and 198 Special Warrants, respectively, exercised for shares of Class A common stock.

During the six months ended June 30, 2023, there were 59 Special Warrants exercised for Class B common stock.

There were no Special Warrants exercised for Class B common stock during the six months ended June 30, 2024.

Computation of Loss per Share

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

June 30, Six Months Ended

2024 2023 2024 2023

Net loss attributable to the Company – common shares $ ( 981,658 ) $ ( 884,470 ) $ ( 1,000,166 ) $ ( 1,106,730 )

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Diluted $ ( 6.50 ) $ ( 5.93 ) $ ( 6.65 ) $ ( 7.44 )

(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, 2024 and 2023.

(2) Outstanding equity service awards representing 15.8 million and 11.7 million shares of Class A common stock of the Company for the three months ended March 31, 2024 and 2023, 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 and six months ended June 30, 2024 and 2023.

(2) Outstanding equity service awards representing 15.1 million and 13.8 million shares of Class A common stock of the Company for the three months ended June 30, 2024 and 2023, respectively, and 15.5 million and 12.7 million for the six months ended June 30, 2024 and 2023, 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 months ended March 31, 2024 and 2023:

The following tables present the Company's segment results:

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

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Revenue $ 575,907 $ 285,614 $ 70,082 $ — $ ( 2,511 ) $ 929,092

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

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Revenue $ 595,944 $ 260,854 $ 65,804 $ — $ ( 2,588 ) $ 920,014

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Impairment charges ( 960,570 )

Other operating income, net 261

Restructuring expenses ( 10,789 )

Share-based compensation expense ( 9,212 )

Operating loss $ ( 897,194 )

Intersegment revenues $ — $ 1,216 $ 1,372 $ — $ — $ 2,588

Capital expenditures 14,870 5,502 904 1,497 — 22,773

Share-based compensation expense — — — 9,212 — 9,212

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

Six Months Ended June 30, 2024

Revenue $ 1,069,370 $ 524,582 $ 139,250 $ — $ ( 5,072 ) $ 1,728,130

Operating expenses (1)

887,925 364,585 91,706 134,162 ( 5,072 ) 1,473,306

Segment Adjusted EBITDA (2)

$ 181,445 $ 159,997 $ 47,544 $ ( 134,162 ) $ — $ 254,824

Depreciation and amortization ( 209,518 )

Impairment charges ( 921,732 )

Other operating expense, net ( 1,088 )

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Share-based compensation expense 15,700 15,700

(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.

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

Six Months Ended June 30, 2023

Revenue $ 1,124,957 $ 484,250 $ 127,155 $ — $ ( 5,109 ) $ 1,731,253

Operating expenses (1)

875,503 345,549 93,312 137,393 ( 5,109 ) 1,446,648

Segment Adjusted EBITDA (2)

$ 249,454 $ 138,701 $ 33,843 $ ( 137,393 ) $ — $ 284,605

Depreciation and amortization ( 216,577 )

Impairment charges ( 964,517 )

Other operating income, net 40

Restructuring expenses ( 30,243 )

Share-based compensation expense ( 19,364 )

Operating loss $ ( 946,056 )

Intersegment revenues $ — $ 2,405 $ 2,704 $ — $ — $ 5,109

Capital expenditures 41,294 11,279 4,791 4,574 — 61,938

Share-based compensation expense — — — 19,364 — 19,364

(1) Operating expenses consist of Direct operating expenses and SG&A expenses, excluding Restructuring expenses and share-based compensation expenses.

(2) For a definition of Adjusted EBITDA for the consolidated company and a reconciliation to Operating loss, the most closely comparable GAAP measure, and to Net loss, please see "Reconciliation of Operating 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.

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