What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-12 compared with 2024-11-07 · 108 added, 303 removed, 428 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,

2025 December 31,

31 unchanged sentences

Preferred stock, par value $ 0.001 per share, 100,000,000 shares authorized, no shares issued and outstanding

Class A Common Stock, par value $ .001 per share, authorized 1,000,000,000 shares, issued and outstanding 127,344,725 and 124,299,288 shares in 2024 and 2023, respectively

Class A Common Stock, par value $ 0.001 per share, 1,000,000,000 shares authorized, issued and outstanding 128,285,283 and 127,474,033 shares in 2025 and 2024, respectively

Class B Common Stock, par value $ 0.001 per share, authorized 1,000,000,000 shares, issued and outstanding 21,187,567 and 21,285,914 shares in 2025 and 2024, respectively

Special Warrants, 5,039,323 and 5,101,870 issued and outstanding in 2024 and 2023, respectively

Special Warrants, 5,039,323 issued and outstanding in each of 2025 and 2024

Additional paid-in capital 2,983,169 2,975,703

9 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

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

2024 2023 2024 2023

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

Revenue $ 807,101 $ 799,038

5 unchanged sentences

Other operating expense 659 572

Operating income (loss) 76,720 68,965 ( 867,655 ) ( 877,091 )

Operating loss ( 25,434 ) ( 34,708 )

Interest expense, net 100,386 95,515

Gain (loss) on investments, net ( 18,594 ) 91,994

Equity in loss of nonconsolidated affiliates ( 2,587 ) ( 3,514 ) ( 2,693 ) ( 3,518 )

Gain on extinguishment of debt — 23,947 — 51,474

Equity in earnings (loss) of nonconsolidated affiliates 50 ( 45 )

Loss on extinguishment of debt ( 1,197 ) —

Other income (expense), net 37 ( 496 )

18 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(In thousands, except share data) Controlling Interest

6 unchanged sentences

Shares Special Warrants Total

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 )

Net loss ( 60 ) — — ( 41,265 ) — — ( 41,325 )

Vesting of restricted stock and other

376,332 — 1 ( 1 ) — — ( 67 ) ( 67 )

Share-based compensation — — 6,739 — — — 6,739

Dividend declared and paid to noncontrolling interests ( 387 ) — — — — — ( 387 )

Conversion of Special Warrants to Class A or Class B Shares 3,984 ( 3,984 ) — — — — — — —

Conversion of Class B Shares to Class A Shares

58,476 ( 58,476 ) — — — — — — —

Other comprehensive income — — — — 262 — 262

September 30, 2024

127,344,725 21,285,914 5,039,323 $ 5,236 $ 149 $ 2,969,013 $ ( 4,371,573 ) $ ( 1,334 ) $ ( 10,912 ) $ ( 1,409,421 )

(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

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 )

Net income (loss) 84 — — ( 9,053 ) — — ( 8,969 )

Vesting of restricted stock and other 218,113 — 1 ( 1 ) — — ( 229 ) ( 229 )

Share-based compensation

— — 7,734 — — — 7,734

Dividend declared and paid to noncontrolling interests ( 1,567 ) — — — — — ( 1,567 )

Conversion of Special Warrants to Class A and Class B Shares

9,185 — ( 9,185 ) — — — — — — —

Other comprehensive loss — — — — ( 332 ) — ( 332 )

September 30, 2023

124,273,910 21,347,363 5,101,870 $ 8,868 $ 146 $ 2,939,331 $ ( 3,343,265 ) $ ( 1,786 ) $ ( 10,115 ) $ ( 406,821 )

(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, 2024

3 unchanged sentences

Share-based compensation — — 7,466 — — — 7,466

— — 21,920 — — — 21,920

Dividends declared and paid to noncontrolling interests ( 4,170 ) — — — — — ( 4,170 )

Conversion of Special Warrants to Class A and Class B Shares

62,547 ( 62,547 ) — — — — — — —

Dividend declared and paid to noncontrolling interests ( 385 ) — — — — — ( 385 )

Conversion of Class B Shares to Class A Shares 98,347 ( 98,347 ) — — — — — — —

Other comprehensive loss — — — — ( 206 ) — ( 206 )

September 30, 2024

Other comprehensive income — — — — 102 — 102

March 31, 2025

128,285,283 21,187,567 5,039,323 $ 5,245 $ 149 $ 2,983,169 $ ( 4,621,307 ) $ ( 1,783 ) $ ( 11,596 ) $ ( 1,646,123 )

13 unchanged sentences

— — 7,947 — — — 7,947

Dividends declared and paid to noncontrolling interests ( 2,210 ) — — — — — ( 2,210 )

Dividend declared and paid to noncontrolling interests ( 3,397 ) — — — — — ( 3,397 )

Conversion of Special Warrants to Class A and Class B Shares

2 unchanged sentences

Other comprehensive loss — — — — ( 219 ) — ( 219 )

September 30, 2023

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 )

4 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) Nine Months Ended September 30,

(In thousands) Three Months Ended March 31,

Cash flows from operating activities:

9 unchanged sentences

(Gain) Loss on investments 18,594 ( 91,994 )

Equity in loss of nonconsolidated affiliates 2,693 3,518

Gain on extinguishment of debt — ( 51,474 )

Equity in (income) loss of nonconsolidated subsidiaries ( 50 ) 45

Barter and trade income ( 10,283 ) ( 8,749 )

3 unchanged sentences

Increase in prepaid & other current assets ( 66,324 ) ( 54,484 )

Decrease in other long-term assets 347 401

Increase (Decrease) in accounts payable 4,229 ( 60,748 )

Increase (Decrease) in accrued expenses ( 57,051 ) 43,107

Decrease in accrued interest ( 10,451 ) ( 11,539 )

(Increase) Decrease in other long-term assets ( 384 ) 368

Decrease in accounts payable ( 37,089 ) ( 12,267 )

Decrease in accrued expenses ( 137,797 ) ( 122,864 )

Increase (Decrease) in accrued interest 24,463 ( 8,823 )

Increase in deferred revenue 14,088 8,260

Increase (Decrease) in other long-term liabilities 860 ( 272 )

Cash provided by operating activities 70,217 58,958

Cash used for operating activities ( 60,944 ) ( 59,277 )

Cash flows from investing activities:

Proceeds from sale of investments 101,756 3,106

Purchases of property, plant and equipment ( 19,730 ) ( 21,582 )

Proceeds from disposal of assets 254 54,101

Proceeds from sale of investment securities — 101,405

Change in other, net ( 337 ) ( 1,808 )

35 unchanged sentences

The Company's advertising revenue, cash flows, and cost of capital are impacted by changes in economic conditions.

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

Higher interest rates and inflation have continued to contribute to a challenging macroeconomic environment.

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

1 unchanged sentence

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

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 June 30, 2024 testing resulted in non-cash impairment charges of $ 616.1 million and $ 304.1 million to reduce the goodwill and FCC license balances, respectively.

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

No impairment was required in the third quarter as part of the 2024 annual impairment testing.

As of September 30, 2024, the Company had approximately $ 431.8 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 September 30, 2024 was $ 858.1 million.

As of March 31, 2025, the Company had approximately $ 167.7 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 borrowing base of $ 415.1 million, no outstanding borrowings and $ 23.7 million of outstanding letters of credit, resulting in $ 391.4 million of borrowing base availability.

The Company's total available liquidity as of March 31, 2025 was $ 559.1 million.

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

1 unchanged sentence

Certain prior period amounts have been reclassified to conform to the 2025 presentation.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Cash

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

As of March 31, 2025 and December 31, 2024, the Company did not have any restricted cash balances on the Consolidated Balance Sheets.

Certain Relationships and Related Party Transactions

1 unchanged sentence

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

In December 2023, the FASB issued Update 2023-07 - Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires disclosure of the title and position of the Chief Operating Decision Maker (“CODM”), an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, and disclosure of expenses provided to the CODM that are included within the reported measure of segment profit or loss .

The amendments of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted, and should be applied retrospectively to all periods presented.

The Company is currently evaluating the impact of this standard on our disclosures.

In December 2023, the FASB issued Update 2023-09 - Income Taxes (Topic 740):

1 unchanged sentence

The amendments of ASU 2023-09 are effective for annual periods beginning after December 15, 2024.

Early adoption is permitted, and should be applied prospectively.

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

The Company intends to adopt this standard beginning with the 2025 annual period and is currently evaluating the impact of this standard on our annual disclosures, including method of adoption.

In November 2024, the FASB issued Update 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).

This update focuses on the disaggregation of income statement expenses, requiring entities to provide more detailed disclosures about certain expenses in their financial statements.

The amendments of ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027.

Early adoption is permitted and the amendments may be applied prospectively or retrospectively.

The Company is currently evaluating the impact of this standard on our disclosures, including timing and method of adoption.

IHEARTMEDIA, INC.

3 unchanged sentences

Disaggregation of Revenue

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

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

Three Months Ended September 30, 2024

Revenue from contracts with customers:

Broadcast Radio (1)

$ 448,808 $ — $ — $ — $ 448,808

115,310 — — — 115,310

Sponsorship and Events (3)

50,329 — — — 50,329

Digital, excluding Podcast (4)

— 186,996 — ( 1,189 ) 185,807

— 114,045 — — 114,045

Audio & Media Services (6)

— — 90,050 ( 1,313 ) 88,737

4,978 — — — 4,978

Total 619,425 301,041 90,050 ( 2,502 ) 1,008,014

Revenue from leases (8)

119 — — — 119

Revenue, total $ 619,544 $ 301,041 $ 90,050 $ ( 2,502 ) $ 1,008,133

Three Months Ended September 30, 2023

Revenue from contracts with customers:

Broadcast Radio (1)

$ 455,103 $ — $ — $ — $ 455,103

116,334 — — — 116,334

Sponsorship and Events (3)

49,500 — — — 49,500

Digital, excluding Podcast (4)

— 164,559 — ( 1,222 ) 163,337

— 102,663 — — 102,663

Audio & Media Services (6)

— — 61,979 ( 1,373 ) 60,606

5,210 — — — 5,210

Total 626,147 267,222 61,979 ( 2,595 ) 952,753

Revenue from leases (8)

236 — — — 236

Revenue, total $ 626,383 $ 267,222 $ 61,979 $ ( 2,595 ) $ 952,989

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following tables show revenue streams for the three months ended March 31, 2025 and 2024:

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

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Revenue from contracts with customers:

12 unchanged sentences

Revenue from leases (8)

544 — — — 544

Revenue, total $ 472,978 $ 277,287 $ 59,323 $ ( 2,487 ) $ 807,101

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

Revenue from contracts with customers:

28 unchanged sentences

Trade and barter transactions represent the exchange of advertising spots for merchandise, services, advertising and promotion or other assets in the ordinary course of business.

The transaction price for these contracts is measured at the estimated fair value of the non-cash consideration received 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 transaction price for these contracts is measured at the estimated fair value of the non-cash consideration received at contract inception unless this is not reasonably estimable, in which case the consideration is measured based on the standalone selling price of the advertising spots promised to the customer.

The revenues and expenses may not be recognized in the same period depending on the timing of the services, advertising or promotion received in exchange for advertising spots.

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2025 2024

1 unchanged sentence

Trade and barter expenses 33,794 34,181

In addition to the trade and barter revenue in the table above, the Company recognized $ 13.3 million and $ 9.7 million during the three months ended September 30, 2024 and 2023, respectively, and $ 28.8 million and $ 21.4 million during the nine months ended September 30, 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 $ 10.3 million and $ 8.7 million during the three months ended March 31, 2025 and 2024, respectively, in connection with investments made in companies in exchange for advertising services.

The following tables show the Company’s deferred revenue balance from contracts with customers:

Three Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2025 2024

5 unchanged sentences

Ending balance $ 183,684 $ 185,835

(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.

(1) Deferred revenue from contracts with customers is included within deferred revenue and other long-term liabilities on the Consolidated Balance Sheets, depending upon when revenue is expected to be recognized.

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

however, as of September 30, 2024, the Company expects to recognize $ 246.2 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, 2025, the Company expects to recognize $ 208.5 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.

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue from Leases

As of September 30, 2024, the future lease payments to be received by the Company are as follows:

(In thousands)

NOTE 3 – LEASES

8 unchanged sentences

Lease expense is recognized on a straight-line basis over the lease term.

On September 29, 2023, the Company completed the sale of 122 of our broadcast tower sites and related assets for $ 45.3 million and entered into operating leases for the use of space on 121 of the broadcast tower sites and related assets sold.

The Company realized a net loss of $ 3.2 million on the sale, which was recorded in Other Operating Expense, net in the Statement of Comprehensive Loss.

The leases are for an initial term of ten years and include four optional five-year renewal periods.

In connection with the transaction, the Company recorded ROU assets and lease liabilities with aggregate values of $ 26.3 million related to these leases.

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

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

During the three and nine months ended September 30, 2023, the Company recognized non-cash impairment charges of $ 0.6 million and $ 6.1 million, respectively, due to changes in sublease assumptions for ROU assets.

During the three months ended March 31, 2025, and 2024, the Company recognized non-cash impairment charges of $ 2.9 million and $ 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.

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

1 unchanged sentence

The IBR, as defined in ASC 842, is "the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment."

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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) 2025 2024

1 unchanged sentence

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

15,542 37,736

(1) Lease liabilities from obtaining right-of-use assets include new leases entered into during the nine months ended September 30, 2024 and 2023, respectively.

(1) Lease liabilities from obtaining right-of-use assets include new leases entered into during the three months ended March 31, 2025 and 2024, respectively.

The Company reflects changes in the lease liability and changes in the ROU asset on a net basis in the Statements of Cash Flows.

The non-cash operating lease expense was $ 16.2 million and $ 16.4 million for the three months ended September 30, 2024 and 2023, respectively.

The non-cash operating lease expense was $ 47.7 million and $ 50.9 million for the nine months ended September 30, 2024 and 2023, respectively.

The non-cash operating lease expense was $ 15.7 million and $ 15.6 million for the three months ended March 31, 2025 and 2024, respectively.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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) September 30,

(In thousands) March 31,

2025 December 31,

9 unchanged sentences

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

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

In addition, the Company tests for impairment of 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.

As a result, the Company performed an interim impairment test as of June 30, 2024 on its FCC licenses, which resulted in a non-cash impairment charge of $ 304.1 million in the second quarter of 2024.

No impairment was identified related to our FCC licenses as part of the 2024 annual impairment test performed during the third quarter of 2024.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other Intangible Assets

2 unchanged sentences

These assets are recorded at amortized cost.

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) September 30, 2024 December 31, 2023

(In thousands) March 31, 2025 December 31, 2024

Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization

4 unchanged sentences

Total $ 2,345,438 $ ( 1,471,575 ) $ 2,345,438 $ ( 1,417,856 )

Total amortization expense related to definite-lived intangible assets for the Company for the three months ended September 30, 2024 and 2023 was $ 61.2 million and $ 61.7 million, respectively.

Total amortization expense related to definite-lived intangible assets for the Company for the nine months ended September 30, 2024 and 2023 was $ 184.3 million and $ 185.3 million, respectively.

Total amortization expense related to definite-lived intangible assets for the Company for the three months ended March 31, 2025 and 2024 was $ 53.7 million and $ 61.9 million, respectively.

The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets:

8 unchanged sentences

$ 731,501 $ 311,353 $ 62,302 $ 1,105,156

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

Foreign currency — — 114 114

Balance as of September 30, 2024

Balance as of March 31, 2025

$ 731,501 $ 311,353 $ 62,416 $ 1,105,270

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 $ 2.0 billion related to our Multiplatform Group, $ 439.4 million related to our Digital Audio Group and $ 41.6 million related to our Audio & Media Services Group.

Goodwill Impairment

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, cash flows, and the trading values of the Company's debt and equity securities for a sustained period.

As a result, the Company performed an interim impairment test as of June 30, 2024 on its goodwill, resulting in a non-cash impairment charge of $ 616.1 million in the second quarter of 2024.

No impairment was identified related to our goodwill balance as part of the 2024 annual impairment test performed during the third quarter of 2024.

NOTE 5 – LONG-TERM DEBT

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

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

(In thousands) March 31, 2025 December 31, 2024

Asset-based Revolving Credit Facility due 2027 $ — $ —

Term Loan Facility due 2026 5,095 5,095

Incremental Term Loan Facility due 2026 1,500 1,500

Asset-based Revolving Credit Facility due 2027 (1)

6.375 % Senior Secured Notes due 2026

Term Loan Facility due 2029 (1)

2,140,360 2,145,724

5.25 % Senior Secured Notes due 2027

6.375 % Senior Notes due 2026

44,644 44,644

5.25 % Senior Notes due 2027

8.375 % Senior Unsecured Notes due 2027

72,388 72,388

4.75 % Senior Secured Notes due 2028

276,868 276,868

Other secured subsidiary debt (2)

Total consolidated secured debt 4,318,328 4,318,619

8.375 % Senior Unsecured Notes due 2027

9.125 % First Lien Notes due 2029

717,588 717,588

Other unsecured subsidiary debt 2,191 —

Original issue discount ( 5,213 ) ( 7,558 )

7.75 % First Lien Notes due 2030

661,285 661,285

7.00 % First Lien Notes due 2031

178,443 178,443

10.875 % Second Lien Notes due 2030

675,165 675,165

Other secured subsidiary debt (2)

Long-term debt fees ( 8,544 ) ( 8,974 )

Debt Premium 278,106 289,752

Total Debt 5,054,577 5,071,469

1 unchanged sentence

Total long-term debt $ 5,032,066 $ 5,048,968

(1) As of September 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.

(1) Decrease is due to the quarterly amortization payment of $ 5.4 million equal to 0.25 % of the original principal amount of the Term Loan Facility due 2029.

(2) Other subsidiary debt consists of finance lease obligations maturing at various dates from 2026 through 2045.

The Company’s weighted average interest rate was 9.3 % and 9.4 % as of March 31, 2025 and December 31, 2024, respectively.

The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $ 3.6 billion and $ 4.1 billion as of March 31, 2025 and December 31, 2024, 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, 2025, the Company was in compliance with all covenants related to our debt agreements.

IHEARTMEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s weighted average interest rate was 7.1 % and 7.3 % as of September 30, 2024 and December 31, 2023, respectively.

The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $ 3.9 billion and $ 4.2 billion as of September 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 September 30, 2024, the Company was in compliance with all covenants related to our debt agreements.

On June 15, 2023, iHeartCommunications, Inc.

("iHeartCommunications"), a wholly-owned subsidiary of iHeartMedia, entered into an amendment to the credit agreement governing its term loan credit facilities (the "Term Loan Facility").

The amendment replaces the prior Eurocurrency interest rate, based upon LIBOR, with the Secured Overnight Financing Rate (“SOFR”) successor rate plus a SOFR adjustment as specified in the credit agreement.

The Term Loan Facility margins remain the same with the Term Loan Facility due 2026 containing margins of 3.00 % for Term SOFR Loans (as defined in the credit agreement) and 2.00 % for Base Rate Loans (as defined in the credit agreement), and the incremental Term Loan Facility due 2026 containing margins of 3.25 % for Term SOFR Loans with a floor of 0.50 % and 2.25 % for Base Rate Loans with a floor of 1.50 %.

As further described under Note 10, Subsequent Events , on November 6, 2024, the Company entered into a transaction support agreement (the "TSA") pursuant to which, among other transactions described in Note 10, certain lenders and holders (or their managers, advisors, or sub-advisors) of iHeartCommunications' outstanding notes and term loans (collectively, the "Supporting Holders") have agreed to the terms of, and to support, (i) exchange offer transactions that will be offered to all holders of the Company's Existing Debt (as defined in Note 10), consisting of two alternative exchange transaction structures, each of which will extend the maturity of the Existing Debt tendered in the exchange offer transactions by three years, and (ii) concurrent consent solicitations to amend certain provisions in the indentures and credit agreement governing the Existing Debt.

In the first transaction structure, if certain thresholds of holder participation are met, iHeartCommunications will issue new secured debt in exchange for the Existing Debt held by participating holders.

Alternatively, if certain thresholds of holder participation are not met, newly-formed subsidiaries of the Company holding certain transferred assets and an intercompany note (to be issued by iHeartMedia + Entertainment, Inc., a wholly owned subsidiary of iHeartCommunications) will issue new secured debt in exchange for the Existing Debt held by participating holders.

Concurrently with entry into the TSA and as further described under Note 10, the Company also entered into an amendment to the ABL Facility to, among other things, permit both exchange transaction alternative and other related transactions, amend certain provisions and increase the interest rate on the ABL Facility by (a) if the first transaction is consummated, 0.50 %, and (b) if the alternative transaction is consummated, 1.00 %.

Such amendments will become effective upon the satisfaction or waiver of certain conditions .

Surety Bonds and Letters of Credit

As of September 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.

As of March 31, 2025, the Company and its subsidiaries had outstanding surety bonds and commercial standby letters of credit of $ 8.6 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.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – COMMITMENTS AND CONTINGENCIES

17 unchanged sentences

(In thousands) Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Current tax expense $ ( 23,066 ) $ ( 38,930 ) $ ( 43,453 ) $ ( 77,576 )

Deferred tax benefit 2,231 48,191 67,239 107,089

Current tax benefit (expense) $ 860 $ ( 3,418 )

Deferred tax benefit (expense) ( 136,219 ) 24,080

Income tax benefit (expense) $ ( 135,359 ) $ 20,662

The effective tax rates for the Company for the three and nine months ended September 30, 2024 were ( 101.7 )% and 2.2 %, respectively.

The three month effective tax rate was primarily impacted by changes in the forecasted increase in valuation allowances recorded against certain deferred assets, related primarily to disallowed interest expense carryforwards due to uncertainty regarding the Company's ability to utilize those assets in future periods.

The nine month effective tax rate was primarily impacted by impairment charges to non-deductible goodwill recorded during the second quarter of 2024, as discussed in Note 4, Property, Plant, and Equipment, Intangibles, and Goodwill as well as the valuation allowance changes noted above.

The effective tax rates for the Company for the three and nine months ended September 30, 2023 were 50.8 % and 2.6 %, respectively.

The three month effective tax rate was 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 nine month effective tax rate was primarily impacted by impairment charges to non-deductible goodwill recorded during the second quarter of 2023.

The effective tax rates for the three months ended March 31, 2025 and March 31, 2024 were ( 93.0 )% and 53.3 %, respectively.

The effective tax rates for these three-month periods were primarily impacted by changes in the forecasted increase in valuation allowances recorded against certain deferred assets, related primarily to disallowed interest expense carryforwards due to uncertainty regarding the Company's ability to utilize those assets in future periods.

NOTE 8 – STOCKHOLDERS' DEFICIT

1 unchanged sentence

On April 21, 2021, the 2021 Long-Term Incentive Award Plan (the “2021 Plan”) was approved by stockholders and replaced the 2019 Plan.

At our 2023 Annual Meeting of Stockholders, an increase to the shares authorized for issuance under the 2021 Plan was approved.

IHEARTMEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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

Share-based Compensation

3 unchanged sentences

The Performance RSUs generally vest upon the achievement of certain market goals, performance goals, and continued service.

The majority of these awards are being measured over an approximately 3-year period from the date of issuance, while certain Performance RSUs are measured over a 50-month period from the date of issuance.

The majority of these awards are measured over an approximately 1-year to 3-year period from the date of issuance.

The following table presents the Company's total share based compensation expense by award type:

(In thousands) Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

RSUs $ 5,328 $ 4,926

3 unchanged sentences

$ 9,029 $ 8,480

(1) Total share based compensation expense includes $ 1.5 million and $ 2.0 million of expense from cash settled awards for the three and nine months ended September 30, 2024, respectively.

Total share based compensation expense includes $ 0.4 million and $ 0.7 million of expense from cash settled awards for the three and nine months ended September 30, 2023, respectively.

As of September 30, 2024, there was $ 38.1 million of unrecognized compensation cost related to share-based compensation arrangements.

This cost is expected to be recognized over a weighted average period of approximately 1.6 years and assumes Performance RSUs will be fully earned at target.

(1) Total share based compensation expense includes $ 1.6 million and $ 0.5 million of expense from cash settled awards for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, there was $ 26.1 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 1.9 years and assumes Performance RSUs that have not reached their measurement dates will be fully earned at target.

Special Warrants

Each Special Warrant issued under the special warrant agreement entered into in connection with the Company's emergence from bankruptcy in 2019 may be exercised by its holder to purchase one share of Class A common stock or Class B common stock at an exercise price of $ 0.001 per share, unless the Company in its sole discretion believes such exercise would, alone or in combination with any other existing or proposed ownership of common stock, result in, subject to certain exceptions, (a) such exercising holder owning more than 4.99 percent of the Company's outstanding Class A common stock, (b) more than 22.5 percent of the Company's capital stock or voting interests being owned directly or indirectly by foreign individuals or entities, (c) the Company exceeding any other applicable foreign ownership threshold or (d) violation of any provision of the Communications Act or restrictions on ownership or transfer imposed by the Company's certificate of incorporation or the decisions, rules and policies of the FCC.

Each Special Warrant issued under the special warrant agreement entered into in connection with the Reorganization may be exercised by its holder to purchase one share of Class A common stock or Class B common stock at an exercise price of $ 0.001 per share, unless the Company in its sole discretion believes such exercise would, alone or in combination with any other existing or proposed ownership of common stock, result in, subject to certain exceptions, (a) such exercising holder owning more than 4.99 % of the Company's outstanding Class A common stock, (b) more than 22.5 % of the Company's capital stock or voting interests being owned directly or indirectly by foreign individuals or entities, (c) the Company exceeding any foreign ownership threshold set by the FCC pursuant to a declaratory ruling or specific approval requirement or (d) the Company violating any provision of the Communications Act or restrictions on ownership or transfer imposed by the Company's certificate of incorporation or the decisions, rules and policies of the FCC.

Although the agreement governing the Special Warrants provides that the Company may decline to permit the exercise of Special Warrants if such exercise would result in more than 22.5 % of our capital stock or voting interests being owned directly or indirectly by foreign individuals or entities, the Company received a ruling from the FCC permitting it to have up to 100 % foreign ownership in the aggregate.

Any holder exercising Special Warrants must complete and timely deliver to the warrant agent the required exercise forms and certifications required under the special warrant agreement.

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 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 September 30, 2024 and 2023 there were 3,984 and 9,185 Special Warrants, respectively, exercised for shares of Class A common stock.

During the three months ended September 30, 2024 and 2023 there were no Special Warrants exercised for Class B common stock.

During the nine months ended September 30, 2024 and 2023, there were 62,547 and 9,383 Special Warrants, respectively, exercised for shares of Class A common stock.

During the nine months ended September 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 nine months ended September 30, 2024.

During the three months ended March 31, 2024 there were 58,534 Special Warrants exercised for an equivalent number of shares of Class A common stock.

There were no Special Warrants exercised for Class A common stock during the three months ended March 31, 2025.

During the three months ended March 31, 2025 and 2024 there were no Special Warrants exercised for Class B common stock.

IHEARTMEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the three months ended September 30, 2024 and 2023 stockholders converted 58,476 and no shares, respectively, of the Class B common stock into Class A common stock.

During the nine months ended September 30, 2024 and 2023, stockholders converted 61,449 and 129,877 shares, respectively, of the Class B common stock into Class A common stock.

Computation of Loss per Share

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

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net loss attributable to the Company – common shares $ ( 281,224 ) $ ( 18,508 )

6 unchanged sentences

Diluted ( 1.84 ) ( 0.12 )

(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, 2024 and 2023.

(2) Outstanding equity service awards representing 14.8 million and 14.6 million shares of Class A common stock of the Company for the three months ended September 30, 2024 and 2023, respectively, and 15.2 million and 13.3 million for the nine months ended September 30, 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 months ended March 31, 2025 and 2024.

(2) Outstanding equity service awards representing 16.6 million and 15.8 million shares of Class A common stock of the Company for the three months ended March 31, 2025 and 2024, respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.

NOTE 9 – SEGMENT DATA

5 unchanged sentences

Corporate includes infrastructure and support, including executive, information technology, human resources, legal, finance, and administrative functions for the Company’s businesses.

Segment Adjusted EBITDA is the segment profitability metric reported to the Company’s Chief Operating Decision Maker ("CODM") for purposes of decisions about allocation of resources to, and assessing performance of, each reportable segment.

The Company's CODM is our Chief Executive Officer.

The CODM uses Segment Adjusted EBITDA to evaluate the operating performance of each reportable segment, and to allocate resources.

This measure is the primary measure used by management for the planning and forecasting of future periods, as well as for measuring performance for compensation of executives and segment management.

IHEARTMEDIA, INC.

3 unchanged sentences

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

Three Months Ended September 30, 2024

Revenue $ 619,544 $ 301,041 $ 90,050 $ — $ ( 2,502 ) $ 1,008,133

Operating expenses (1)

489,672 201,035 45,641 69,702 ( 2,502 ) 803,548

Segment Adjusted EBITDA (2)

$ 129,872 $ 100,006 $ 44,409 $ ( 69,702 ) $ — $ 204,585

Depreciation and amortization ( 101,331 )

Impairment charges ( 412 )

Other operating expense, net ( 1,092 )

Restructuring expenses ( 16,767 )

Share-based compensation expense ( 8,263 )

Operating income $ 76,720

Intersegment revenues $ — $ 1,189 $ 1,313 $ — $ — $ 2,502

Capital expenditures 13,615 5,924 1,376 8,505 — 29,420

Share-based compensation expense — — — 8,263 — 8,263

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

Three Months Ended September 30, 2023

Three Months Ended March 31, 2025

Revenue 472,978 277,287 59,323 — ( 2,487 ) $ 807,101

Operating expenses (1)

463,939 173,565 45,003 69,295 ( 2,595 ) 749,207

Segment Adjusted EBITDA (2)

Direct operating expenses (1)

199,669 145,921 7,084 — ( 955 ) 351,719

Depreciation and amortization ( 106,451 )

Impairment charges ( 570 )

Other operating expense, net ( 3,378 )

Restructuring expenses ( 16,227 )

Share-based compensation expense ( 8,191 )

Operating income $ 68,965

Intersegment revenues $ — $ 1,222 $ 1,373 $ — $ — $ 2,595

Capital expenditures 10,822 6,069 1,509 10,118 — 28,518

Share-based compensation expense — — — 8,191 — 8,191

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, 2024

Revenue $ 1,688,914 $ 825,623 $ 229,300 $ — $ ( 7,574 ) $ 2,736,263

Operating expenses (1)

Selling, general and administrative expenses (2)

203,302 44,283 36,441 68,300 ( 1,532 ) 350,794

7 unchanged sentences

Operating loss $ ( 25,434 )

Segment Assets $ 4,027,842 $ 593,363 $ 273,776 $ 377,161 $ ( 4,049 ) $ 5,268,093

Intersegment revenues — 1,131 1,356 — — 2,487

Capital expenditures 5,929 5,856 5,627 2,318 — 19,730

Share-based compensation expense — — — 23,963 — 23,963

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

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

Revenue $ 493,463 $ 238,968 $ 69,168 $ — $ ( 2,561 ) $ 799,038

Operating expenses (1)

Direct operating expenses (1)

204,130 127,254 7,041 — ( 927 ) 337,498

Selling, general and administrative expenses (2)

212,151 43,587 38,432 64,387 ( 1,634 ) 356,923

Segment Adjusted EBITDA (3)

6 unchanged sentences

Operating loss $ ( 34,708 )

Segment Assets $ 5,259,863 $ 618,337 $ 305,243 $ 578,810 $ ( 3,941 ) $ 6,758,312

Intersegment revenues — 1,185 1,376 — — 2,561

Capital expenditures 11,704 5,427 2,257 2,194 — 21,582

Share-based compensation expense — — — 27,555 — 27,555

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

(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.

(1) Includes content, programming, and production costs as well as employee compensation, talent fees, event costs, and music license fees.

IHEARTMEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 – SUBSEQUENT EVENTS

Transaction Support Agreement and Exchange Offer

On November 6, 2024, the Company entered into the TSA with the Supporting Holders of iHeartCommunications' outstanding notes and term loans.

The Supporting Holders represent approximately 77 % of the aggregate principal amount of iHeartCommunications’ outstanding senior secured notes due 2026, 79 % of the aggregate principal amount of its outstanding senior secured notes due 2027, 38 % of the aggregate principal amount of its outstanding senior secured notes due 2028, 71 % of the aggregate principal amount of its outstanding senior unsecured notes due 2027, and 92 % of the aggregate principal amount of its outstanding term loans (collectively, the “Existing Debt”).

The Company and the Supporting Holders have agreed to the terms of, and to support, (i) exchange offer transactions that will be offered to all holders of the Existing Debt, consisting of two alternative exchange transaction structures, each of which will extend the maturity of the Existing Debt tendered in the exchange offer transactions by three years , and (ii) concurrent consent solicitations to amend certain provisions in the indentures and credit agreement governing the Existing Debt.

Alternatively, if certain thresholds of holder participation are not met, newly-formed subsidiaries of the Company holding certain transferred assets and an intercompany note (to be issued by iHeartMedia + Entertainment, Inc.) will issue new secured debt in exchange for the Existing Debt held by participating holders.

The TSA may be terminated under various circumstances, including if the exchange offer transactions are not consummated on or before December 31, 2024, unless such date is extended pursuant to the terms of the TSA.

Concurrently with entry into the TSA, the Company also entered into an amendment to its ABL Facility (the “ABL Amendment”) to, among other things, permit both exchange transaction alternatives and other transactions related to the exchange, amend certain of the covenants, default provisions contained therein, and increase the interest rate on the ABL Facility by (a) if the first transaction is consummated, 0.50 %, and (b) if the alternative transaction is consummated, 1.00 %.

The amendments contained in the ABL Amendment will become effective upon the satisfaction or waiver of certain conditions, including the consummation of one of the transactions contemplated by the TSA.

The Company anticipates commencing the exchange offer in the near term.

(2) Includes administrative employee compensation, sales commissions, trade and barter expense, and rent and utilities.

(3) 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