Delaware
|
|
86-0812139
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
20880 Stone Oak Parkway
San Antonio, Texas
|
|
78258
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Class
|
Outstanding at April 22, 2019
|
- - - - - - - - - - - - - - - - - - - - - - - - - -
|
- - - - - - - - - - - - - - - - - - - - - - - - - -
|
Class A Common Stock, $.01 par value
|
50,582,118
|
Class B Common Stock, $.01 par value
|
315,000,000
|
|
|
Page No.
|
Part I -- Financial Information
|
|
|
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Part II -- Other Information
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
(In thousands, except share and per share data)
|
March 31, 2019
|
|
December 31,
2018 |
||||
|
(Unaudited)
|
|
|||||
CURRENT ASSETS
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
170,510
|
|
|
$
|
182,456
|
|
Accounts receivable, net of allowance of $24,465 in 2019 and $24,224 in 2018
|
636,520
|
|
|
706,309
|
|
||
Prepaid expenses
|
60,286
|
|
|
95,734
|
|
||
Other current assets
|
31,642
|
|
|
31,301
|
|
||
Total Current Assets
|
898,958
|
|
|
1,015,800
|
|
||
PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
||||
Structures, net
|
1,014,688
|
|
|
1,053,016
|
|
||
Other property, plant and equipment, net
|
229,872
|
|
|
235,922
|
|
||
INTANGIBLE ASSETS AND GOODWILL
|
|
|
|
||||
Indefinite-lived intangibles
|
971,163
|
|
|
971,163
|
|
||
Other intangibles, net
|
249,184
|
|
|
252,862
|
|
||
Goodwill
|
702,819
|
|
|
706,003
|
|
||
OTHER ASSETS
|
|
|
|
||||
Operating lease right-of-use assets
|
2,004,486
|
|
|
—
|
|
||
Due from iHeartCommunications, net of allowance of $855,648 in 2019 and 2018
|
154,758
|
|
|
154,758
|
|
||
Other assets
|
99,706
|
|
|
132,504
|
|
||
Total Assets
|
$
|
6,325,634
|
|
|
$
|
4,522,028
|
|
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
$
|
105,026
|
|
|
$
|
113,714
|
|
Current operating lease liabilities
|
366,433
|
|
|
—
|
|
||
Accrued expenses
|
471,194
|
|
|
530,823
|
|
||
Deferred revenue
|
103,239
|
|
|
85,052
|
|
||
Current portion of long-term debt
|
234
|
|
|
227
|
|
||
Total Current Liabilities
|
1,046,126
|
|
|
729,816
|
|
||
Long-term debt
|
5,293,405
|
|
|
5,277,108
|
|
||
Noncurrent operating lease liabilities
|
1,668,558
|
|
|
—
|
|
||
Due to iHeartCommunications, post iHeart Chapter 11 Cases
|
73,747
|
|
|
21,591
|
|
||
Deferred income taxes
|
323,460
|
|
|
335,015
|
|
||
Other long-term liabilities
|
176,168
|
|
|
260,150
|
|
||
Commitments and Contingent liabilities (Note 6)
|
|
|
|
||||
STOCKHOLDERS’ DEFICIT
|
|
|
|
||||
Noncontrolling interest
|
155,027
|
|
|
160,362
|
|
||
Preferred stock, par value $.01 per share, 150,000,000 shares authorized, no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Class A common stock, par value $.01 per share, authorized 750,000,000 shares, issued 51,709,760 and 51,559,633 shares in 2019 and 2018, respectively
|
517
|
|
|
516
|
|
||
Class B common stock, par value $.01 per share, 600,000,000 shares authorized, 315,000,000 shares issued and outstanding
|
3,150
|
|
|
3,150
|
|
||
Additional paid-in capital
|
3,088,061
|
|
|
3,086,307
|
|
||
Accumulated deficit
|
(5,150,474
|
)
|
|
(5,000,920
|
)
|
||
Accumulated other comprehensive loss
|
(345,524
|
)
|
|
(344,489
|
)
|
||
Cost of shares (1,128,142 in 2019 and 1,108,538 in 2018) held in treasury
|
(6,587
|
)
|
|
(6,578
|
)
|
||
Total Stockholders’ Deficit
|
(2,255,830
|
)
|
|
(2,101,652
|
)
|
||
Total Liabilities and Stockholders’ Deficit
|
$
|
6,325,634
|
|
|
$
|
4,522,028
|
|
(In thousands, except per share data)
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenue
|
$
|
587,116
|
|
|
$
|
598,398
|
|
Operating expenses:
|
|
|
|
||||
Direct operating expenses (excludes depreciation and amortization)
|
347,827
|
|
|
361,289
|
|
||
Selling, general and administrative expenses (excludes depreciation and amortization)
|
122,966
|
|
|
127,408
|
|
||
Corporate expenses (excludes depreciation and amortization)
|
28,614
|
|
|
35,435
|
|
||
Depreciation and amortization
|
75,076
|
|
|
84,060
|
|
||
Other operating expense, net
|
(3,522
|
)
|
|
(54
|
)
|
||
Operating income (loss)
|
9,111
|
|
|
(9,848
|
)
|
||
Interest expense
|
114,863
|
|
|
97,264
|
|
||
Equity in earnings (loss) of nonconsolidated affiliates
|
(207
|
)
|
|
188
|
|
||
Loss on extinguishment of debt
|
(5,474
|
)
|
|
—
|
|
||
Other income (expense), net
|
(358
|
)
|
|
19,453
|
|
||
Loss before income taxes
|
(111,791
|
)
|
|
(87,471
|
)
|
||
Income tax expense
|
(57,763
|
)
|
|
(45,367
|
)
|
||
Consolidated net loss
|
(169,554
|
)
|
|
(132,838
|
)
|
||
Less amount attributable to noncontrolling interest
|
(5,387
|
)
|
|
(4,416
|
)
|
||
Net loss attributable to the Company
|
$
|
(164,167
|
)
|
|
$
|
(128,422
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
2,549
|
|
|
6,782
|
|
||
Other comprehensive income
|
2,549
|
|
|
6,782
|
|
||
Comprehensive loss
|
(161,618
|
)
|
|
(121,640
|
)
|
||
Less amount attributable to noncontrolling interest
|
3,584
|
|
|
5,236
|
|
||
Comprehensive loss attributable to the Company
|
$
|
(165,202
|
)
|
|
$
|
(126,876
|
)
|
Net loss attributable to the Company per common share:
|
|
|
|
|
|
||
Basic
|
$
|
(0.45
|
)
|
|
$
|
(0.36
|
)
|
Weighted average common shares outstanding – Basic
|
362,039
|
|
|
361,515
|
|
||
Diluted
|
$
|
(0.45
|
)
|
|
$
|
(0.36
|
)
|
Weighted average common shares outstanding – Diluted
|
362,039
|
|
|
361,515
|
|
||
|
|
|
|
||||
Dividends declared and paid per share
|
$
|
—
|
|
|
$
|
0.08
|
|
(In thousands, except share data)
|
|
|
|
|
|
Controlling Interest
|
|
|
|||||||||||||||||||||||||
|
Class A
Common
Shares
Issued
|
|
Class B Common Shares
Issued
|
|
Non-controlling
Interest
|
|
Common
Stock
|
|
Additional Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive
Loss
|
|
Treasury Stock
|
|
Total
|
||||||||||||||||
Balances at
December 31, 2018 |
51,559,633
|
|
|
315,000,000
|
|
|
$
|
160,362
|
|
|
$
|
3,666
|
|
|
$
|
3,086,307
|
|
|
$
|
(5,000,920
|
)
|
|
$
|
(344,489
|
)
|
|
$
|
(6,578
|
)
|
|
$
|
(2,101,652
|
)
|
Net loss
|
|
|
|
|
(5,387
|
)
|
|
—
|
|
|
—
|
|
|
(164,167
|
)
|
|
—
|
|
|
—
|
|
|
(169,554
|
)
|
|||||||||
Adoption of ASC 842, Leases
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,613
|
|
|
—
|
|
|
—
|
|
|
14,613
|
|
|||||||||
Exercise of stock options and other
|
150,127
|
|
|
|
|
—
|
|
|
1
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
64
|
|
||||||||
Share-based payments
|
|
|
|
|
152
|
|
|
—
|
|
|
1,682
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,834
|
|
|||||||||
Dividends and other payments to noncontrolling interests
|
|
|
|
|
(3,684
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,684
|
)
|
|||||||||
Other comprehensive income (loss)
|
|
|
|
|
3,584
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,035
|
)
|
|
—
|
|
|
2,549
|
|
|||||||||
Balances at
March 31, 2019 |
51,709,760
|
|
|
315,000,000
|
|
|
$
|
155,027
|
|
|
$
|
3,667
|
|
|
$
|
3,088,061
|
|
|
$
|
(5,150,474
|
)
|
|
$
|
(345,524
|
)
|
|
$
|
(6,587
|
)
|
|
$
|
(2,255,830
|
)
|
(In thousands, except share data)
|
|
|
|
|
|
Controlling Interest
|
|
|
|||||||||||||||||||||||||
|
Class A
Common Shares Issued |
|
Class B Common Shares
Issued |
|
Non-controlling
Interest |
|
Common
Stock |
|
Additional Paid-in
Capital |
|
Accumulated
Deficit |
|
Accumulated Other Comprehensive
Loss |
|
Treasury Stock
|
|
Total
|
||||||||||||||||
Balances at
December 31, 2017 |
49,955,300
|
|
|
315,000,000
|
|
|
$
|
157,040
|
|
|
$
|
3,650
|
|
|
$
|
3,108,148
|
|
|
$
|
(4,781,245
|
)
|
|
$
|
(340,094
|
)
|
|
$
|
(5,793
|
)
|
|
$
|
(1,858,294
|
)
|
Net loss
|
|
|
|
|
(4,416
|
)
|
|
—
|
|
|
—
|
|
|
(128,422
|
)
|
|
—
|
|
|
—
|
|
|
(132,838
|
)
|
|||||||||
Exercise of stock options and other
|
16,176
|
|
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
(17
|
)
|
||||||||
Share-based payments
|
|
|
|
|
306
|
|
|
—
|
|
|
1,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,106
|
|
|||||||||
Dividends and other payments to noncontrolling interests
|
|
|
|
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|||||||||
Dividends declared and paid ($0.0824/share)
|
|
|
|
|
—
|
|
|
—
|
|
|
(29,995
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,995
|
)
|
|||||||||
Other
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,435
|
)
|
|
1,435
|
|
|
—
|
|
|
—
|
|
|||||||||
Other comprehensive income
|
|
|
|
|
5,236
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,546
|
|
|
—
|
|
|
6,782
|
|
|||||||||
Balances at
March 31, 2018 |
49,971,476
|
|
|
315,000,000
|
|
|
$
|
158,069
|
|
|
$
|
3,650
|
|
|
$
|
3,079,958
|
|
|
$
|
(4,911,102
|
)
|
|
$
|
(337,113
|
)
|
|
$
|
(5,815
|
)
|
|
$
|
(2,012,353
|
)
|
(In thousands)
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Consolidated net loss
|
$
|
(169,554
|
)
|
|
$
|
(132,838
|
)
|
Reconciling items:
|
|
|
|
||||
Depreciation and amortization
|
75,076
|
|
|
84,060
|
|
||
Deferred taxes
|
(13,957
|
)
|
|
16,911
|
|
||
Provision for doubtful accounts
|
1,846
|
|
|
1,686
|
|
||
Amortization of deferred financing charges and note discounts, net
|
2,636
|
|
|
2,628
|
|
||
Share-based compensation
|
1,834
|
|
|
2,106
|
|
||
(Gain) loss on disposal of operating and other assets
|
3,409
|
|
|
(188
|
)
|
||
Equity in (earnings) loss of nonconsolidated affiliates
|
207
|
|
|
(188
|
)
|
||
Loss on extinguishment of debt
|
5,474
|
|
|
—
|
|
||
Foreign exchange transaction gain
|
(564
|
)
|
|
(19,600
|
)
|
||
Other reconciling items, net
|
(1,648
|
)
|
|
(969
|
)
|
||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
||||
Decrease in accounts receivable
|
69,249
|
|
|
36,317
|
|
||
Increase in prepaid expenses and other current assets
|
(26,258
|
)
|
|
(38,423
|
)
|
||
Decrease in accrued expenses
|
(23,023
|
)
|
|
(25,432
|
)
|
||
Increase (decrease) in accounts payable
|
(7,829
|
)
|
|
30,574
|
|
||
Increase in accrued interest
|
9,440
|
|
|
8,491
|
|
||
Increase in deferred income
|
18,321
|
|
|
47,384
|
|
||
Changes in other operating assets and liabilities
|
7,661
|
|
|
(7,493
|
)
|
||
Net cash provided by (used for) operating activities
|
$
|
(47,680
|
)
|
|
$
|
5,026
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of property, plant and equipment
|
(28,173
|
)
|
|
(28,672
|
)
|
||
Proceeds from disposal of assets
|
601
|
|
|
1,281
|
|
||
Change in other, net
|
(4
|
)
|
|
134
|
|
||
Net cash used for investing activities
|
$
|
(27,576
|
)
|
|
$
|
(27,257
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from long-term debt
|
2,235,000
|
|
|
—
|
|
||
Payments on long-term debt
|
(2,200,054
|
)
|
|
(155
|
)
|
||
Net transfers from iHeartCommunications
|
52,156
|
|
|
60,677
|
|
||
Dividends and other payments to noncontrolling interests
|
(69
|
)
|
|
(97
|
)
|
||
Dividends paid
|
(4
|
)
|
|
(29,910
|
)
|
||
Debt issuance costs
|
(26,752
|
)
|
|
—
|
|
||
Change in other, net
|
63
|
|
|
(16
|
)
|
||
Net cash provided by financing activities
|
$
|
60,340
|
|
|
$
|
30,499
|
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
586
|
|
|
3,292
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(14,330
|
)
|
|
11,560
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
202,869
|
|
|
188,310
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
188,539
|
|
|
$
|
199,870
|
|
SUPPLEMENTAL DISCLOSURES:
|
|
|
|
|
|
||
Cash paid for interest
|
$
|
102,551
|
|
|
$
|
86,054
|
|
Cash paid for income taxes
|
14,064
|
|
|
9,303
|
|
(In thousands)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Cash and cash equivalents
|
$
|
170,510
|
|
|
$
|
182,456
|
|
Restricted cash included in:
|
|
|
|
||||
Other current assets
|
4,065
|
|
|
4,221
|
|
||
Other assets
|
13,964
|
|
|
16,192
|
|
||
Total cash, cash equivalents and restricted cash in the Statement of Cash Flows
|
$
|
188,539
|
|
|
$
|
202,869
|
|
(In thousands)
|
Americas
|
|
International
|
|
Consolidated
|
||||||
Three Months Ended March 31, 2019
|
|||||||||||
Revenue from contracts with customers:
|
|
|
|
|
|
||||||
United States
|
$
|
131,431
|
|
|
$
|
—
|
|
|
$
|
131,431
|
|
Other Americas
|
896
|
|
|
13,645
|
|
|
14,541
|
|
|||
Europe
|
—
|
|
|
201,205
|
|
|
201,205
|
|
|||
Asia-Pacific and other
|
—
|
|
|
53,231
|
|
|
53,231
|
|
|||
Total
|
132,327
|
|
|
268,081
|
|
|
400,408
|
|
|||
Revenue from leases
|
140,395
|
|
|
46,313
|
|
|
186,708
|
|
|||
Revenue, total
|
$
|
272,722
|
|
|
$
|
314,394
|
|
|
$
|
587,116
|
|
|
|
|
|
|
|
||||||
Three Months Ended March 31, 2018
|
|||||||||||
Revenue from contracts with customers:
|
|||||||||||
United States
|
$
|
96,147
|
|
|
$
|
—
|
|
|
$
|
96,147
|
|
Other Americas
|
650
|
|
|
12,123
|
|
|
12,773
|
|
|||
Europe
|
—
|
|
|
187,216
|
|
|
187,216
|
|
|||
Asia-Pacific and other
|
—
|
|
|
3,012
|
|
|
3,012
|
|
|||
Total
|
96,797
|
|
|
202,351
|
|
|
299,148
|
|
|||
Revenue from leases
|
159,050
|
|
|
140,200
|
|
|
299,250
|
|
|||
Revenue, total
|
$
|
255,847
|
|
|
$
|
342,551
|
|
|
$
|
598,398
|
|
|
Three Months Ended March 31,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Accounts receivable, net of allowance, from contracts with customers:
|
|
|
|
||||
Beginning balance
|
$
|
367,918
|
|
|
$
|
346,323
|
|
Ending balance
|
$
|
418,916
|
|
|
$
|
305,030
|
|
|
|
|
|
||||
Deferred revenue from contracts with customers:
|
|
|
|
||||
Beginning balance
|
$
|
39,916
|
|
|
$
|
28,804
|
|
Ending balance
|
$
|
57,180
|
|
|
$
|
45,261
|
|
(In thousands)
|
|||
2019
|
$
|
398,562
|
|
2020
|
47,794
|
|
|
2021
|
18,907
|
|
|
2022
|
9,841
|
|
|
2023
|
2,491
|
|
|
Thereafter
|
4,828
|
|
|
Total
|
$
|
482,423
|
|
(In thousands)
|
Three Months Ended
March 31, 2019 |
||
Operating lease expense
|
$
|
135,096
|
|
Variable lease expense
|
31,565
|
|
|
March 31,
2019 |
|
Operating lease weighted average remaining lease term (in years)
|
9.7
|
|
Operating lease weighted average discount rate
|
7.26
|
%
|
(In thousands)
|
Three Months Ended
March 31, 2019 |
||
|
|
||
Cash paid for amounts included in measurement of operating lease liabilities
|
$
|
156,577
|
|
Lease liabilities arising from obtaining right-of-use assets
1
|
$
|
2,119,943
|
|
(In thousands)
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
|
||||||
Land, buildings and improvements
|
$
|
146,128
|
|
|
$
|
145,403
|
|
Structures
|
2,833,051
|
|
|
2,835,411
|
|
||
Furniture and other equipment
|
209,160
|
|
|
202,155
|
|
||
Construction in progress
|
66,649
|
|
|
73,030
|
|
||
|
3,254,988
|
|
|
3,255,999
|
|
||
Less: accumulated depreciation
|
2,010,428
|
|
|
1,967,061
|
|
||
Property, plant and equipment, net
|
$
|
1,244,560
|
|
|
$
|
1,288,938
|
|
(In thousands)
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
Transit, street furniture and other outdoor
contractual rights
|
$
|
528,232
|
|
|
$
|
(443,963
|
)
|
|
$
|
528,185
|
|
|
$
|
(440,228
|
)
|
Permanent easements
|
163,341
|
|
|
—
|
|
|
163,317
|
|
|
—
|
|
||||
Other
|
5,926
|
|
|
(4,352
|
)
|
|
5,919
|
|
|
(4,331
|
)
|
||||
Total
|
$
|
697,499
|
|
|
$
|
(448,315
|
)
|
|
$
|
697,421
|
|
|
$
|
(444,559
|
)
|
(In thousands)
|
|
||
2020
|
$
|
12,985
|
|
2021
|
12,651
|
|
|
2022
|
10,850
|
|
|
2023
|
6,449
|
|
|
2024
|
6,341
|
|
(In thousands)
|
Americas
|
|
International
|
|
Consolidated
|
||||||
Balance as of December 31, 2017
|
$
|
507,819
|
|
|
$
|
206,224
|
|
|
$
|
714,043
|
|
Foreign currency
|
—
|
|
|
(8,040
|
)
|
|
(8,040
|
)
|
|||
Balance as of December 31, 2018
|
$
|
507,819
|
|
|
$
|
198,184
|
|
|
$
|
706,003
|
|
Foreign currency
|
—
|
|
|
(3,184
|
)
|
|
(3,184
|
)
|
|||
Balance as of March 31, 2019
|
$
|
507,819
|
|
|
$
|
195,000
|
|
|
$
|
702,819
|
|
(In thousands)
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
|
||||||
Clear Channel Worldwide Holdings Senior Notes:
|
|
|
|
||||
6.5% Series A Senior Notes Due 2022
|
$
|
735,750
|
|
|
$
|
735,750
|
|
6.5% Series B Senior Notes Due 2022
|
1,989,250
|
|
|
1,989,250
|
|
||
Clear Channel Worldwide Holdings Senior Subordinated Notes:
|
|
|
|
|
|||
7.625% Series A Senior Subordinated Notes Due 2020
(1)
|
—
|
|
|
275,000
|
|
||
7.625% Series B Senior Subordinated Notes Due 2020
(1)
|
—
|
|
|
1,925,000
|
|
||
9.25% Senior Subordinated Notes Due 2024
(1)
|
2,235,000
|
|
|
—
|
|
||
Receivables Based Credit Facility Due 2023
(2)
|
—
|
|
|
—
|
|
||
Clear Channel International B.V. Senior Notes Due 2020
|
375,000
|
|
|
375,000
|
|
||
Other debt
|
3,828
|
|
|
3,882
|
|
||
Original issue discount
|
(867
|
)
|
|
(739
|
)
|
||
Long-term debt fees
|
(44,322
|
)
|
|
(25,808
|
)
|
||
Total debt
|
$
|
5,293,639
|
|
|
$
|
5,277,335
|
|
Less: current portion
|
234
|
|
|
227
|
|
||
Total long-term debt
|
$
|
5,293,405
|
|
|
$
|
5,277,108
|
|
(1)
|
On February 4, 2019, Clear Channel Worldwide Holdings, Inc., a subsidiary of the Company (“CCWH” or the "Subsidiary Issuer"), delivered a conditional notice of redemption calling all of its outstanding
$275.0 million
aggregate principal amount of
7.625%
Series A Senior Subordinated Notes due 2020 (the “Series A CCWH Subordinated Notes”) and
$1,925.0 million
aggregate principal amount of
7.625%
Series B Senior Subordinated Notes due 2020 (the “Series B CCWH Subordinated Notes”) for redemption on March 6, 2019. The redemption was conditioned on the closing of the offering of
$2,235.0 million
of new
9.25%
Senior Subordinated Notes due 2024 (the “New CCWH Subordinated Notes”). At the closing of such offering on February 12, 2019, CCWH deposited with the trustee for the CCWH Subordinated Notes a portion of the proceeds from the new notes in an amount sufficient to pay and discharge the principal amount outstanding, plus accrued and unpaid interest on the CCWH Subordinated Notes to, but not including, the redemption date. CCWH irrevocably instructed the trustee to apply such funds to the full payment of the CCWH Subordinated Notes on the redemption date. Concurrently therewith,
|
(2)
|
The receivables based credit facility provides for revolving credit commitments of up to
$125.0 million
. As of
March 31, 2019
, the facility had
$85.5 million
of letters of credit outstanding and a borrowing base of
$116.2 million
, resulting in
$30.7 million
of excess availability. Certain additional restrictions, including a springing financial covenant, take effect at decreased levels of excess availability.
|
(In thousands)
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Current tax expense
|
$
|
(71,720
|
)
|
|
$
|
(28,456
|
)
|
Deferred tax benefit (expense)
|
13,957
|
|
|
(16,911
|
)
|
||
Income tax expense
|
$
|
(57,763
|
)
|
|
$
|
(45,367
|
)
|
(In thousands, except per share data)
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
NUMERATOR:
|
|
|
|
||||
Net loss attributable to the Company – common shares
|
$
|
(164,167
|
)
|
|
$
|
(128,422
|
)
|
|
|
|
|
||||
DENOMINATOR:
|
|
|
|
|
|
||
Weighted average common shares outstanding - basic
|
362,039
|
|
|
361,515
|
|
||
Weighted average common shares outstanding - diluted
(1)
|
362,039
|
|
|
361,515
|
|
||
|
|
|
|
||||
Net loss attributable to the Company per common share:
|
|
|
|
|
|
||
Basic
|
$
|
(0.45
|
)
|
|
$
|
(0.36
|
)
|
Diluted
|
$
|
(0.45
|
)
|
|
$
|
(0.36
|
)
|
(1)
|
Outstanding equity awards of
8.2 million
and
7.9 million
for the three months ended
March 31, 2019
and
2018
, respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.
|
(In thousands)
|
Americas
|
|
International
|
|
Corporate and other reconciling items
|
|
Consolidated
|
||||||||
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
272,722
|
|
|
$
|
314,394
|
|
|
$
|
—
|
|
|
$
|
587,116
|
|
Direct operating expenses
|
130,519
|
|
|
217,308
|
|
|
—
|
|
|
347,827
|
|
||||
Selling, general and administrative expenses
|
51,636
|
|
|
71,330
|
|
|
—
|
|
|
122,966
|
|
||||
Corporate expenses
|
—
|
|
|
—
|
|
|
28,614
|
|
|
28,614
|
|
||||
Depreciation and amortization
|
39,496
|
|
|
34,581
|
|
|
999
|
|
|
75,076
|
|
||||
Other operating expense, net
|
—
|
|
|
—
|
|
|
(3,522
|
)
|
|
(3,522
|
)
|
||||
Operating income (loss)
|
$
|
51,071
|
|
|
$
|
(8,825
|
)
|
|
$
|
(33,135
|
)
|
|
$
|
9,111
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
$
|
11,408
|
|
|
$
|
14,819
|
|
|
$
|
1,946
|
|
|
$
|
28,173
|
|
Share-based compensation expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,834
|
|
|
$
|
1,834
|
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
255,847
|
|
|
$
|
342,551
|
|
|
$
|
—
|
|
|
$
|
598,398
|
|
Direct operating expenses
|
124,873
|
|
|
236,416
|
|
|
—
|
|
|
361,289
|
|
||||
Selling, general and administrative expenses
|
48,950
|
|
|
78,458
|
|
|
—
|
|
|
127,408
|
|
||||
Corporate expenses
|
—
|
|
|
—
|
|
|
35,435
|
|
|
35,435
|
|
||||
Depreciation and amortization
|
44,504
|
|
|
38,565
|
|
|
991
|
|
|
84,060
|
|
||||
Other operating expense, net
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
(54
|
)
|
||||
Operating income (loss)
|
$
|
37,520
|
|
|
$
|
(10,888
|
)
|
|
$
|
(36,480
|
)
|
|
$
|
(9,848
|
)
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
$
|
12,907
|
|
|
$
|
15,272
|
|
|
$
|
493
|
|
|
$
|
28,672
|
|
Share-based compensation expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,106
|
|
|
$
|
2,106
|
|
(In thousands)
|
March 31, 2019
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash and cash equivalents
|
$
|
1,562
|
|
|
$
|
—
|
|
|
$
|
20,753
|
|
|
$
|
148,195
|
|
|
$
|
—
|
|
|
$
|
170,510
|
|
Accounts receivable, net of allowance
|
—
|
|
|
—
|
|
|
202,696
|
|
|
433,824
|
|
|
—
|
|
|
636,520
|
|
||||||
Intercompany receivables
|
—
|
|
|
716,437
|
|
|
2,783,630
|
|
|
43,840
|
|
|
(3,543,907
|
)
|
|
—
|
|
||||||
Prepaid expenses
|
—
|
|
|
1,211
|
|
|
25,107
|
|
|
33,968
|
|
|
—
|
|
|
60,286
|
|
||||||
Other current assets
|
—
|
|
|
—
|
|
|
1,346
|
|
|
30,296
|
|
|
—
|
|
|
31,642
|
|
||||||
Total Current Assets
|
1,562
|
|
|
717,648
|
|
|
3,033,532
|
|
|
690,123
|
|
|
(3,543,907
|
)
|
|
898,958
|
|
||||||
Structures, net
|
—
|
|
|
—
|
|
|
575,719
|
|
|
438,969
|
|
|
—
|
|
|
1,014,688
|
|
||||||
Other property, plant and equipment, net
|
—
|
|
|
—
|
|
|
122,732
|
|
|
107,140
|
|
|
—
|
|
|
229,872
|
|
||||||
Indefinite-lived intangibles
|
—
|
|
|
—
|
|
|
971,163
|
|
|
—
|
|
|
—
|
|
|
971,163
|
|
||||||
Other intangibles, net
|
—
|
|
|
—
|
|
|
232,174
|
|
|
17,010
|
|
|
—
|
|
|
249,184
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
507,820
|
|
|
194,999
|
|
|
—
|
|
|
702,819
|
|
||||||
Operating lease right-of-use assets
|
—
|
|
|
—
|
|
|
1,006,077
|
|
|
998,409
|
|
|
—
|
|
|
2,004,486
|
|
||||||
Due from iHeartCommunications
|
154,758
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
154,758
|
|
||||||
Intercompany notes receivable
|
182,026
|
|
|
5,184,629
|
|
|
4,895
|
|
|
16,272
|
|
|
(5,387,822
|
)
|
|
—
|
|
||||||
Other assets
|
106,762
|
|
|
(3,672
|
)
|
|
1,213,685
|
|
|
71,031
|
|
|
(1,288,100
|
)
|
|
99,706
|
|
||||||
Total Assets
|
$
|
445,108
|
|
|
$
|
5,898,605
|
|
|
$
|
7,667,797
|
|
|
$
|
2,533,953
|
|
|
$
|
(10,219,829
|
)
|
|
$
|
6,325,634
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33,142
|
|
|
$
|
71,884
|
|
|
$
|
—
|
|
|
$
|
105,026
|
|
Intercompany payable
|
2,783,630
|
|
|
—
|
|
|
760,277
|
|
|
—
|
|
|
(3,543,907
|
)
|
|
—
|
|
||||||
Current operating lease liabilities
|
—
|
|
|
—
|
|
|
102,663
|
|
|
263,770
|
|
|
—
|
|
|
366,433
|
|
||||||
Accrued expenses
|
11,952
|
|
|
2,428
|
|
|
113,380
|
|
|
343,434
|
|
|
—
|
|
|
471,194
|
|
||||||
Deferred revenue
|
—
|
|
|
—
|
|
|
45,101
|
|
|
58,138
|
|
|
—
|
|
|
103,239
|
|
||||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
234
|
|
|
—
|
|
|
—
|
|
|
234
|
|
||||||
Total Current Liabilities
|
2,795,582
|
|
|
2,428
|
|
|
1,054,797
|
|
|
737,226
|
|
|
(3,543,907
|
)
|
|
1,046,126
|
|
||||||
Long-term debt
|
—
|
|
|
4,918,330
|
|
|
3,594
|
|
|
371,481
|
|
|
—
|
|
|
5,293,405
|
|
||||||
Noncurrent operating lease liabilities
|
—
|
|
|
—
|
|
|
907,067
|
|
|
761,491
|
|
|
—
|
|
|
1,668,558
|
|
||||||
Intercompany notes payable
|
—
|
|
|
16,273
|
|
|
5,107,467
|
|
|
264,082
|
|
|
(5,387,822
|
)
|
|
—
|
|
||||||
Due to iHeartCommunications, post iHeart Chapter 11 Cases
|
73,747
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73,747
|
|
||||||
Deferred tax liability
|
(35,587
|
)
|
|
854
|
|
|
424,763
|
|
|
(66,570
|
)
|
|
—
|
|
|
323,460
|
|
||||||
Other long-term liabilities
|
537
|
|
|
—
|
|
|
72,259
|
|
|
103,372
|
|
|
—
|
|
|
176,168
|
|
||||||
Total stockholders' equity (deficit)
|
(2,389,171
|
)
|
|
960,720
|
|
|
97,850
|
|
|
362,871
|
|
|
(1,288,100
|
)
|
|
(2,255,830
|
)
|
||||||
Total Liabilities and Stockholders' Equity (Deficit)
|
$
|
445,108
|
|
|
$
|
5,898,605
|
|
|
$
|
7,667,797
|
|
|
$
|
2,533,953
|
|
|
$
|
(10,219,829
|
)
|
|
$
|
6,325,634
|
|
(In thousands)
|
December 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash and cash equivalents
|
$
|
1,560
|
|
|
$
|
—
|
|
|
$
|
18,464
|
|
|
$
|
162,432
|
|
|
$
|
—
|
|
|
$
|
182,456
|
|
Accounts receivable, net of allowance
|
—
|
|
|
—
|
|
|
226,230
|
|
|
480,079
|
|
|
—
|
|
|
706,309
|
|
||||||
Intercompany receivables
|
—
|
|
|
773,844
|
|
|
2,807,601
|
|
|
66,551
|
|
|
(3,647,996
|
)
|
|
—
|
|
||||||
Prepaid expenses
|
329
|
|
|
1,211
|
|
|
52,052
|
|
|
42,142
|
|
|
—
|
|
|
95,734
|
|
||||||
Other current assets
|
—
|
|
|
—
|
|
|
2,857
|
|
|
28,444
|
|
|
—
|
|
|
31,301
|
|
||||||
Total Current Assets
|
1,889
|
|
|
775,055
|
|
|
3,107,204
|
|
|
779,648
|
|
|
(3,647,996
|
)
|
|
1,015,800
|
|
||||||
Structures, net
|
—
|
|
|
—
|
|
|
594,456
|
|
|
458,560
|
|
|
—
|
|
|
1,053,016
|
|
||||||
Other property, plant and equipment, net
|
—
|
|
|
—
|
|
|
127,449
|
|
|
108,473
|
|
|
—
|
|
|
235,922
|
|
||||||
Indefinite-lived intangibles
|
—
|
|
|
—
|
|
|
971,163
|
|
|
—
|
|
|
—
|
|
|
971,163
|
|
||||||
Other intangibles, net
|
—
|
|
|
—
|
|
|
235,326
|
|
|
17,536
|
|
|
—
|
|
|
252,862
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
507,820
|
|
|
198,183
|
|
|
—
|
|
|
706,003
|
|
||||||
Due from iHeartCommunications
|
154,758
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
154,758
|
|
||||||
Intercompany notes receivable
|
182,026
|
|
|
5,116,629
|
|
|
4,895
|
|
|
16,272
|
|
|
(5,319,822
|
)
|
|
—
|
|
||||||
Other assets
|
252,239
|
|
|
44,792
|
|
|
1,291,278
|
|
|
80,466
|
|
|
(1,536,271
|
)
|
|
132,504
|
|
||||||
Total Assets
|
$
|
590,912
|
|
|
$
|
5,936,476
|
|
|
$
|
6,839,591
|
|
|
$
|
1,659,138
|
|
|
$
|
(10,504,089
|
)
|
|
$
|
4,522,028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,206
|
|
|
$
|
83,508
|
|
|
$
|
—
|
|
|
$
|
113,714
|
|
Intercompany payable
|
2,807,601
|
|
|
—
|
|
|
840,395
|
|
|
—
|
|
|
(3,647,996
|
)
|
|
—
|
|
||||||
Accrued expenses
|
33,632
|
|
|
1,599
|
|
|
68,484
|
|
|
427,108
|
|
|
—
|
|
|
530,823
|
|
||||||
Deferred revenue
|
—
|
|
|
—
|
|
|
45,914
|
|
|
39,138
|
|
|
—
|
|
|
85,052
|
|
||||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
227
|
|
|
—
|
|
|
—
|
|
|
227
|
|
||||||
Total Current Liabilities
|
2,841,233
|
|
|
1,599
|
|
|
985,226
|
|
|
549,754
|
|
|
(3,647,996
|
)
|
|
729,816
|
|
||||||
Long-term debt
|
—
|
|
|
4,902,447
|
|
|
3,654
|
|
|
371,007
|
|
|
—
|
|
|
5,277,108
|
|
||||||
Intercompany notes payable
|
—
|
|
|
16,273
|
|
|
5,039,418
|
|
|
264,131
|
|
|
(5,319,822
|
)
|
|
—
|
|
||||||
Due to iHeartCommunications, post iHeart Chapter 11 Cases
|
21,591
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,591
|
|
||||||
Deferred tax liability
|
(46,739
|
)
|
|
853
|
|
|
428,319
|
|
|
(47,418
|
)
|
|
—
|
|
|
335,015
|
|
||||||
Other long-term liabilities
|
542
|
|
|
—
|
|
|
139,647
|
|
|
119,961
|
|
|
—
|
|
|
260,150
|
|
||||||
Total stockholders' equity (deficit)
|
(2,225,715
|
)
|
|
1,015,304
|
|
|
243,327
|
|
|
401,703
|
|
|
(1,536,271
|
)
|
|
(2,101,652
|
)
|
||||||
Total Liabilities and Stockholders' Equity (Deficit)
|
$
|
590,912
|
|
|
$
|
5,936,476
|
|
|
$
|
6,839,591
|
|
|
$
|
1,659,138
|
|
|
$
|
(10,504,089
|
)
|
|
$
|
4,522,028
|
|
(In thousands)
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
270,452
|
|
|
$
|
316,664
|
|
|
$
|
—
|
|
|
$
|
587,116
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Direct operating expenses
|
—
|
|
|
—
|
|
|
129,054
|
|
|
218,773
|
|
|
—
|
|
|
347,827
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
51,379
|
|
|
71,587
|
|
|
—
|
|
|
122,966
|
|
||||||
Corporate expenses
|
1,109
|
|
|
—
|
|
|
16,885
|
|
|
10,620
|
|
|
—
|
|
|
28,614
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
40,212
|
|
|
34,864
|
|
|
—
|
|
|
75,076
|
|
||||||
Other operating expense, net
|
(113
|
)
|
|
—
|
|
|
(424
|
)
|
|
(2,985
|
)
|
|
—
|
|
|
(3,522
|
)
|
||||||
Operating income (loss)
|
(1,222
|
)
|
|
—
|
|
|
32,498
|
|
|
(22,165
|
)
|
|
—
|
|
|
9,111
|
|
||||||
Interest expense
|
805
|
|
|
104,565
|
|
|
586
|
|
|
8,907
|
|
|
—
|
|
|
114,863
|
|
||||||
Intercompany interest income
|
5,464
|
|
|
104,990
|
|
|
6,471
|
|
|
—
|
|
|
(116,925
|
)
|
|
—
|
|
||||||
Intercompany interest expense
|
811
|
|
|
250
|
|
|
110,454
|
|
|
5,410
|
|
|
(116,925
|
)
|
|
—
|
|
||||||
Equity in loss of nonconsolidated affiliates
|
(144,442
|
)
|
|
(31,410
|
)
|
|
(37,676
|
)
|
|
(348
|
)
|
|
213,669
|
|
|
(207
|
)
|
||||||
Loss on extinguishment of debt
|
—
|
|
|
(5,474
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,474
|
)
|
||||||
Other income (expense), net
|
—
|
|
|
—
|
|
|
(2,763
|
)
|
|
2,405
|
|
|
—
|
|
|
(358
|
)
|
||||||
Loss before income taxes
|
(141,816
|
)
|
|
(36,709
|
)
|
|
(112,510
|
)
|
|
(34,425
|
)
|
|
213,669
|
|
|
(111,791
|
)
|
||||||
Income tax expense
|
(22,351
|
)
|
|
(821
|
)
|
|
(31,932
|
)
|
|
(2,659
|
)
|
|
—
|
|
|
(57,763
|
)
|
||||||
Consolidated net loss
|
(164,167
|
)
|
|
(37,530
|
)
|
|
(144,442
|
)
|
|
(37,084
|
)
|
|
213,669
|
|
|
(169,554
|
)
|
||||||
Less amount attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,387
|
)
|
|
—
|
|
|
(5,387
|
)
|
||||||
Net loss attributable to the Company
|
$
|
(164,167
|
)
|
|
$
|
(37,530
|
)
|
|
$
|
(144,442
|
)
|
|
$
|
(31,697
|
)
|
|
$
|
213,669
|
|
|
$
|
(164,167
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
15,378
|
|
|
(12,829
|
)
|
|
—
|
|
|
2,549
|
|
||||||
Equity in subsidiary comprehensive loss
|
(1,035
|
)
|
|
(17,054
|
)
|
|
(16,413
|
)
|
|
—
|
|
|
34,502
|
|
|
—
|
|
||||||
Comprehensive loss
|
(165,202
|
)
|
|
(54,584
|
)
|
|
(145,477
|
)
|
|
(44,526
|
)
|
|
248,171
|
|
|
(161,618
|
)
|
||||||
Less amount attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
3,584
|
|
|
—
|
|
|
3,584
|
|
||||||
Comprehensive loss attributable to the Company
|
$
|
(165,202
|
)
|
|
$
|
(54,584
|
)
|
|
$
|
(145,477
|
)
|
|
$
|
(48,110
|
)
|
|
$
|
248,171
|
|
|
$
|
(165,202
|
)
|
(In thousands)
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
253,663
|
|
|
$
|
344,735
|
|
|
$
|
—
|
|
|
$
|
598,398
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Direct operating expenses
|
—
|
|
|
—
|
|
|
123,345
|
|
|
237,944
|
|
|
—
|
|
|
361,289
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
48,723
|
|
|
78,685
|
|
|
—
|
|
|
127,408
|
|
||||||
Corporate expenses
|
3,059
|
|
|
—
|
|
|
23,922
|
|
|
8,454
|
|
|
—
|
|
|
35,435
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
45,228
|
|
|
38,832
|
|
|
—
|
|
|
84,060
|
|
||||||
Other operating income (expense), net
|
(104
|
)
|
|
—
|
|
|
(600
|
)
|
|
650
|
|
|
—
|
|
|
(54
|
)
|
||||||
Operating income (loss)
|
(3,163
|
)
|
|
—
|
|
|
11,845
|
|
|
(18,530
|
)
|
|
—
|
|
|
(9,848
|
)
|
||||||
Interest (income) expense , net
|
(2
|
)
|
|
88,169
|
|
|
388
|
|
|
8,709
|
|
|
—
|
|
|
97,264
|
|
||||||
Intercompany interest income
|
4,146
|
|
|
90,228
|
|
|
5,297
|
|
|
—
|
|
|
(99,671
|
)
|
|
—
|
|
||||||
Intercompany interest expense
|
—
|
|
|
217
|
|
|
94,374
|
|
|
5,080
|
|
|
(99,671
|
)
|
|
—
|
|
||||||
Equity in earnings (loss) of nonconsolidated affiliates
|
(116,424
|
)
|
|
(6,509
|
)
|
|
(6,279
|
)
|
|
(127
|
)
|
|
129,527
|
|
|
188
|
|
||||||
Other income, net
|
416
|
|
|
—
|
|
|
1,641
|
|
|
17,396
|
|
|
—
|
|
|
19,453
|
|
||||||
Loss before income taxes
|
(115,023
|
)
|
|
(4,667
|
)
|
|
(82,258
|
)
|
|
(15,050
|
)
|
|
129,527
|
|
|
(87,471
|
)
|
||||||
Income tax benefit (expense)
|
(13,399
|
)
|
|
(2,662
|
)
|
|
(34,166
|
)
|
|
4,860
|
|
|
—
|
|
|
(45,367
|
)
|
||||||
Consolidated net loss
|
(128,422
|
)
|
|
(7,329
|
)
|
|
(116,424
|
)
|
|
(10,190
|
)
|
|
129,527
|
|
|
(132,838
|
)
|
||||||
Less amount attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,416
|
)
|
|
—
|
|
|
(4,416
|
)
|
||||||
Net loss attributable to the Company
|
$
|
(128,422
|
)
|
|
$
|
(7,329
|
)
|
|
$
|
(116,424
|
)
|
|
$
|
(5,774
|
)
|
|
$
|
129,527
|
|
|
$
|
(128,422
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
70
|
|
|
6,712
|
|
|
—
|
|
|
6,782
|
|
||||||
Equity in subsidiary comprehensive income (loss)
|
1,546
|
|
|
(742
|
)
|
|
1,476
|
|
|
—
|
|
|
(2,280
|
)
|
|
—
|
|
||||||
Comprehensive income (loss)
|
(126,876
|
)
|
|
(8,071
|
)
|
|
(114,878
|
)
|
|
938
|
|
|
127,247
|
|
|
(121,640
|
)
|
||||||
Less amount attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
5,236
|
|
|
—
|
|
|
5,236
|
|
||||||
Comprehensive loss attributable to the Company
|
$
|
(126,876
|
)
|
|
$
|
(8,071
|
)
|
|
$
|
(114,878
|
)
|
|
$
|
(4,298
|
)
|
|
$
|
127,247
|
|
|
$
|
(126,876
|
)
|
(In thousands)
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated net loss
|
$
|
(164,167
|
)
|
|
$
|
(37,530
|
)
|
|
$
|
(144,442
|
)
|
|
$
|
(37,084
|
)
|
|
$
|
213,669
|
|
|
$
|
(169,554
|
)
|
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
40,212
|
|
|
34,864
|
|
|
—
|
|
|
75,076
|
|
||||||
Deferred taxes
|
11,152
|
|
|
1
|
|
|
(3,556
|
)
|
|
(21,554
|
)
|
|
—
|
|
|
(13,957
|
)
|
||||||
Provision for doubtful accounts
|
—
|
|
|
—
|
|
|
991
|
|
|
855
|
|
|
—
|
|
|
1,846
|
|
||||||
Amortization of deferred financing charges and note discounts, net
|
—
|
|
|
2,161
|
|
|
—
|
|
|
475
|
|
|
—
|
|
|
2,636
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
1,682
|
|
|
152
|
|
|
—
|
|
|
1,834
|
|
||||||
Loss on disposal of operating assets, net
|
—
|
|
|
—
|
|
|
424
|
|
|
2,985
|
|
|
—
|
|
|
3,409
|
|
||||||
Equity in loss of nonconsolidated affiliates
|
144,442
|
|
|
31,410
|
|
|
37,676
|
|
|
348
|
|
|
(213,669
|
)
|
|
207
|
|
||||||
Loss on extinguishment of debt
|
—
|
|
|
5,474
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,474
|
|
||||||
Foreign exchange transaction gain
|
—
|
|
|
—
|
|
|
(564
|
)
|
|
—
|
|
|
—
|
|
|
(564
|
)
|
||||||
Other reconciling items, net
|
—
|
|
|
—
|
|
|
(866
|
)
|
|
(782
|
)
|
|
—
|
|
|
(1,648
|
)
|
||||||
Changes in operating assets and liabilities, net
of effects of acquisitions and dispositions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Decrease in accounts receivable
|
—
|
|
|
—
|
|
|
22,544
|
|
|
46,705
|
|
|
—
|
|
|
69,249
|
|
||||||
(Increase) decrease in prepaids and other current assets
|
329
|
|
|
—
|
|
|
(18,703
|
)
|
|
(7,884
|
)
|
|
—
|
|
|
(26,258
|
)
|
||||||
Increase (decrease) in accrued expenses
|
(21,680
|
)
|
|
225
|
|
|
47,654
|
|
|
(49,222
|
)
|
|
—
|
|
|
(23,023
|
)
|
||||||
Increase (decrease) in accounts payable
|
—
|
|
|
—
|
|
|
2,936
|
|
|
(10,765
|
)
|
|
—
|
|
|
(7,829
|
)
|
||||||
Increase in accrued interest
|
—
|
|
|
604
|
|
|
446
|
|
|
8,390
|
|
|
—
|
|
|
9,440
|
|
||||||
Increase (decrease) in deferred income
|
—
|
|
|
—
|
|
|
(1,396
|
)
|
|
19,717
|
|
|
—
|
|
|
18,321
|
|
||||||
Changes in other operating assets and liabilities
|
—
|
|
|
—
|
|
|
3,956
|
|
|
3,705
|
|
|
—
|
|
|
7,661
|
|
||||||
Net cash provided by (used for) operating activities
|
$
|
(29,924
|
)
|
|
$
|
2,345
|
|
|
$
|
(11,006
|
)
|
|
$
|
(9,095
|
)
|
|
$
|
—
|
|
|
$
|
(47,680
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant and equipment
|
—
|
|
|
—
|
|
|
(13,338
|
)
|
|
(14,835
|
)
|
|
—
|
|
|
(28,173
|
)
|
||||||
Proceeds from disposal of assets
|
—
|
|
|
—
|
|
|
480
|
|
|
121
|
|
|
—
|
|
|
601
|
|
||||||
Increase in intercompany notes receivable, net
|
—
|
|
|
(68,000
|
)
|
|
—
|
|
|
—
|
|
|
68,000
|
|
|
—
|
|
||||||
Change in other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||||
Net cash used for investing activities
|
$
|
—
|
|
|
$
|
(68,000
|
)
|
|
$
|
(12,858
|
)
|
|
$
|
(14,718
|
)
|
|
$
|
68,000
|
|
|
$
|
(27,576
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term debt
|
—
|
|
|
2,235,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,235,000
|
|
||||||
Payments on long-term debt
|
—
|
|
|
(2,200,000
|
)
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
(2,200,054
|
)
|
||||||
Net transfers from iHeartCommunications
|
52,156
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,156
|
|
||||||
Dividends and other payments to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
|
—
|
|
|
(69
|
)
|
||||||
Dividends paid
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||||
Increase in intercompany notes payable, net
|
—
|
|
|
—
|
|
|
68,000
|
|
|
—
|
|
|
(68,000
|
)
|
|
—
|
|
||||||
Intercompany funding
|
(22,292
|
)
|
|
57,407
|
|
|
(41,790
|
)
|
|
6,675
|
|
|
—
|
|
|
—
|
|
||||||
Deferred financing charges
|
—
|
|
|
(26,752
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,752
|
)
|
||||||
Change in other, net
|
66
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
63
|
|
||||||
Net cash provided by financing activities
|
29,926
|
|
|
65,655
|
|
|
26,153
|
|
|
6,606
|
|
|
(68,000
|
)
|
|
60,340
|
|
||||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
586
|
|
|
—
|
|
|
586
|
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
2
|
|
|
—
|
|
|
2,289
|
|
|
(16,621
|
)
|
|
—
|
|
|
(14,330
|
)
|
||||||
Cash, cash equivalents and restricted cash at beginning of year
|
1,560
|
|
|
—
|
|
|
18,464
|
|
|
182,845
|
|
|
—
|
|
|
202,869
|
|
||||||
Cash, cash equivalents and restricted cash at end of year
|
$
|
1,562
|
|
|
$
|
—
|
|
|
$
|
20,753
|
|
|
$
|
166,224
|
|
|
$
|
—
|
|
|
$
|
188,539
|
|
(In thousands)
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated net loss
|
$
|
(128,422
|
)
|
|
$
|
(7,329
|
)
|
|
$
|
(116,424
|
)
|
|
$
|
(10,190
|
)
|
|
$
|
129,527
|
|
|
$
|
(132,838
|
)
|
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
45,228
|
|
|
38,832
|
|
|
—
|
|
|
84,060
|
|
||||||
Deferred taxes
|
25,729
|
|
|
—
|
|
|
(9,182
|
)
|
|
364
|
|
|
—
|
|
|
16,911
|
|
||||||
Provision for doubtful accounts
|
—
|
|
|
—
|
|
|
854
|
|
|
832
|
|
|
—
|
|
|
1,686
|
|
||||||
Amortization of deferred financing
charges and note discounts, net
|
—
|
|
|
2,204
|
|
|
—
|
|
|
424
|
|
|
—
|
|
|
2,628
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
1,800
|
|
|
306
|
|
|
—
|
|
|
2,106
|
|
||||||
Gain on sale of operating and fixed assets
|
—
|
|
|
—
|
|
|
(136
|
)
|
|
(52
|
)
|
|
—
|
|
|
(188
|
)
|
||||||
Equity in (earnings) loss of nonconsolidated affiliates
|
116,424
|
|
|
6,509
|
|
|
6,279
|
|
|
127
|
|
|
(129,527
|
)
|
|
(188
|
)
|
||||||
Foreign exchange transaction gain
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
(19,559
|
)
|
|
—
|
|
|
(19,600
|
)
|
||||||
Other reconciling items, net
|
—
|
|
|
—
|
|
|
(562
|
)
|
|
(407
|
)
|
|
—
|
|
|
(969
|
)
|
||||||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Decrease in accounts receivable
|
—
|
|
|
—
|
|
|
11,886
|
|
|
24,431
|
|
|
—
|
|
|
36,317
|
|
||||||
(Increase) decrease in prepaids and other current assets
|
27
|
|
|
358
|
|
|
(19,065
|
)
|
|
(19,743
|
)
|
|
—
|
|
|
(38,423
|
)
|
||||||
Increase (decrease) in accrued expenses
|
(12,620
|
)
|
|
3,977
|
|
|
26,776
|
|
|
(43,565
|
)
|
|
—
|
|
|
(25,432
|
)
|
||||||
Increase in accounts payable
|
—
|
|
|
—
|
|
|
21,569
|
|
|
9,005
|
|
|
—
|
|
|
30,574
|
|
||||||
Increase in accrued interest
|
—
|
|
|
—
|
|
|
376
|
|
|
8,115
|
|
|
—
|
|
|
8,491
|
|
||||||
Increase in deferred income
|
—
|
|
|
—
|
|
|
16,740
|
|
|
30,644
|
|
|
—
|
|
|
47,384
|
|
||||||
Changes in other operating assets and liabilities
|
(1,981
|
)
|
|
—
|
|
|
(870
|
)
|
|
(4,642
|
)
|
|
—
|
|
|
(7,493
|
)
|
||||||
Net cash provided by (used for) operating activities
|
$
|
(843
|
)
|
|
$
|
5,719
|
|
|
$
|
(14,772
|
)
|
|
$
|
14,922
|
|
|
$
|
—
|
|
|
$
|
5,026
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant and equipment
|
—
|
|
|
—
|
|
|
(13,345
|
)
|
|
(15,327
|
)
|
|
—
|
|
|
(28,672
|
)
|
||||||
Proceeds from disposal of assets
|
—
|
|
|
—
|
|
|
577
|
|
|
704
|
|
|
—
|
|
|
1,281
|
|
||||||
Increase in intercompany notes receivable, net
|
—
|
|
|
(9,350
|
)
|
|
—
|
|
|
—
|
|
|
9,350
|
|
|
—
|
|
||||||
Change in other, net
|
—
|
|
|
—
|
|
|
1
|
|
|
133
|
|
|
—
|
|
|
134
|
|
||||||
Net cash used for investing activities
|
$
|
—
|
|
|
$
|
(9,350
|
)
|
|
$
|
(12,767
|
)
|
|
$
|
(14,490
|
)
|
|
$
|
9,350
|
|
|
$
|
(27,257
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments on long-term debt
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
(121
|
)
|
|
—
|
|
|
(155
|
)
|
||||||
Net transfers from iHeartCommunications
|
60,677
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60,677
|
|
||||||
Dividends and other payments to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
(97
|
)
|
||||||
Dividends paid
|
(29,910
|
)
|
|
—
|
|
|
1,111
|
|
|
(1,111
|
)
|
|
—
|
|
|
(29,910
|
)
|
||||||
Increase in intercompany notes payable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
9,350
|
|
|
(9,350
|
)
|
|
—
|
|
||||||
Intercompany funding
|
(29,816
|
)
|
|
3,631
|
|
|
19,111
|
|
|
7,074
|
|
|
—
|
|
|
—
|
|
||||||
Change in other, net
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
||||||
Net cash provided by financing activities
|
935
|
|
|
3,631
|
|
|
20,188
|
|
|
15,095
|
|
|
(9,350
|
)
|
|
30,499
|
|
||||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
3,292
|
|
|
—
|
|
|
3,292
|
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
92
|
|
|
—
|
|
|
(7,351
|
)
|
|
18,819
|
|
|
—
|
|
|
11,560
|
|
||||||
Cash, cash equivalents and restricted cash at beginning of year
|
27,653
|
|
|
—
|
|
|
22,841
|
|
|
137,816
|
|
|
—
|
|
|
188,310
|
|
||||||
Cash, cash equivalents and restricted cash at end of year
|
$
|
27,745
|
|
|
$
|
—
|
|
|
$
|
15,490
|
|
|
$
|
156,635
|
|
|
$
|
—
|
|
|
$
|
199,870
|
|
•
|
Consolidated revenue
decreased
$11.3 million
during the three months ended
March 31, 2019
compared to the same period of
2018
. Excluding a
$24.7 million
impact from movements in foreign exchange rates, consolidated revenue
increased
$13.4 million
during the three months ended
March 31, 2019
compared to the same period of
2018
.
|
•
|
Clear Channel Worldwide Holdings, Inc. ("CCWH") issued $2,235.0 million of new 9.25% Senior Subordinated Notes due 2024. Proceeds from the new notes were used to pay total principal amount outstanding and accrued and unpaid interest on the $2,200.0 million aggregate principal amount of 7.625% CCWH Series A and Series B Senior Subordinated Notes Due 2020.
|
(In thousands)
|
Three Months Ended
March 31, |
|
%
|
||||||
|
2019
|
|
2018
|
|
Change
|
||||
Revenue
|
$
|
587,116
|
|
|
$
|
598,398
|
|
|
(1.9)%
|
Operating expenses:
|
|
|
|
|
|
||||
Direct operating expenses (excludes depreciation and amortization)
|
347,827
|
|
|
361,289
|
|
|
(3.7)%
|
||
Selling, general and administrative expenses (excludes depreciation and amortization)
|
122,966
|
|
|
127,408
|
|
|
(3.5)%
|
||
Corporate expenses (excludes depreciation and amortization)
|
28,614
|
|
|
35,435
|
|
|
(19.2)%
|
||
Depreciation and amortization
|
75,076
|
|
|
84,060
|
|
|
(10.7)%
|
||
Other operating income, net
|
(3,522
|
)
|
|
(54
|
)
|
|
|
||
Operating income (loss)
|
9,111
|
|
|
(9,848
|
)
|
|
(192.5)%
|
||
Interest expense
|
114,863
|
|
|
97,264
|
|
|
|
||
Equity in income (loss) of nonconsolidated affiliates
|
(207
|
)
|
|
188
|
|
|
|
||
Loss on extinguishment of debt
|
(5,474
|
)
|
|
—
|
|
|
|
||
Other income (expense), net
|
(358
|
)
|
|
19,453
|
|
|
|
||
Loss before income taxes
|
(111,791
|
)
|
|
(87,471
|
)
|
|
|
||
Income tax expense
|
(57,763
|
)
|
|
(45,367
|
)
|
|
|
||
Consolidated net loss
|
(169,554
|
)
|
|
(132,838
|
)
|
|
|
||
Less amount attributable to noncontrolling interest
|
(5,387
|
)
|
|
(4,416
|
)
|
|
|
||
Net loss attributable to the Company
|
$
|
(164,167
|
)
|
|
$
|
(128,422
|
)
|
|
|
(In thousands)
|
Three Months Ended
March 31, |
|
%
|
||||||
|
2019
|
|
2018
|
|
Change
|
||||
Revenue
|
$
|
272,722
|
|
|
$
|
255,847
|
|
|
6.6%
|
Direct operating expenses
|
130,519
|
|
|
124,873
|
|
|
4.5%
|
||
SG&A expenses
|
51,636
|
|
|
48,950
|
|
|
5.5%
|
||
Depreciation and amortization
|
39,496
|
|
|
44,504
|
|
|
(11.3)%
|
||
Operating income
|
$
|
51,071
|
|
|
$
|
37,520
|
|
|
36.1%
|
(In thousands)
|
Three Months Ended
March 31, |
|
%
|
||||||
|
2019
|
|
2018
|
|
Change
|
||||
Revenue
|
$
|
314,394
|
|
|
$
|
342,551
|
|
|
(8.2)%
|
Direct operating expenses
|
217,308
|
|
|
236,416
|
|
|
(8.1)%
|
||
SG&A expenses
|
71,330
|
|
|
78,458
|
|
|
(9.1)%
|
||
Depreciation and amortization
|
34,581
|
|
|
38,565
|
|
|
(10.3)%
|
||
Operating income
|
$
|
(8,825
|
)
|
|
$
|
(10,888
|
)
|
|
(18.9)%
|
(In thousands)
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Americas advertising
|
$
|
51,071
|
|
|
$
|
37,520
|
|
International advertising
|
(8,825
|
)
|
|
(10,888
|
)
|
||
Other operating income, net
|
(3,522
|
)
|
|
(54
|
)
|
||
Corporate and other
(1)
|
(29,613
|
)
|
|
(36,426
|
)
|
||
Consolidated operating income
|
$
|
9,111
|
|
|
$
|
(9,848
|
)
|
(1)
|
Corporate and other includes expenses related to Americas and International as well as overall executive, administrative and support functions.
|
(In thousands)
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash provided by (used for):
|
|
|
|
||||
Operating activities
|
$
|
(47,680
|
)
|
|
$
|
5,026
|
|
Investing activities
|
$
|
(27,576
|
)
|
|
$
|
(27,257
|
)
|
Financing activities
|
$
|
60,340
|
|
|
$
|
30,499
|
|
(In millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Clear Channel Worldwide Holdings Senior Notes due 2022
|
$
|
2,725.0
|
|
|
$
|
2,725.0
|
|
Clear Channel Worldwide Holdings Senior Subordinated Notes due 2020
(1)
|
—
|
|
|
2,200.0
|
|
||
Clear Channel Worldwide Holdings Senior Subordinated Notes due 2024
(1)
|
2,235.0
|
|
|
—
|
|
||
Receivables Based Credit Facility due 2023
(2)
|
—
|
|
|
—
|
|
||
Clear Channel International B.V. Senior Notes due 2020
|
375.0
|
|
|
375.0
|
|
||
Other debt
|
3.8
|
|
|
3.9
|
|
||
Original issue discount
|
(0.9
|
)
|
|
(0.7
|
)
|
||
Long-term debt fees
|
(44.3
|
)
|
|
(25.9
|
)
|
||
Total debt
|
5,293.6
|
|
|
5,277.3
|
|
||
Less: Cash and cash equivalents
|
170.5
|
|
|
182.5
|
|
||
Less: Due from iHeartCommunications
|
154.8
|
|
|
154.8
|
|
||
Less: Due to iHeartCommunications, post iHeart Chapter 11 Cases
|
(73.7
|
)
|
|
(21.6
|
)
|
||
|
$
|
5,042.0
|
|
|
$
|
4,961.6
|
|
(1)
|
On February 4, 2019, CCWH, delivered a conditional notice of redemption calling all of its outstanding $2,200.0 million CCWH Subordinated Notes for redemption on March 6, 2019. The redemption was conditioned on the closing of the offering of $2,235.0 million of New CCWH Subordinated Notes. At the closing of such offering on February 12, 2019, CCWH deposited with the trustee for the CCWH Subordinated Notes a portion of the proceeds from the new notes in an amount sufficient to pay and discharge the principal amount outstanding, plus accrued and unpaid interest on the CCWH Subordinated Notes to, but not including, the redemption date. CCWH irrevocably instructed the trustee to apply such funds to the full payment of the CCWH Subordinated Notes on the redemption date. Concurrently therewith, CCWH elected to satisfy and discharge the indentures governing the CCWH Subordinated Notes in accordance with their terms and the trustee acknowledged such discharge and satisfaction. As a result of the satisfaction and discharge of the indentures, CCWH and the guarantors of the CCWH Subordinated Notes have been released from their remaining obligations under the indentures and the CCWH Subordinated Notes.
|
(1)
|
The receivables based credit facility provides for revolving credit commitments of up to
$125.0 million
. As of
March 31, 2019
, the facility had
$85.5 million
of letters of credit outstanding and a borrowing base of
$116.2 million
, resulting in
$30.7 million
of excess availability. Certain additional restrictions, including a springing financial covenant, take effect at decreased levels of excess availability.
|
|
Four Quarters Ended
|
||
(In millions)
|
March 31, 2019
|
||
EBITDA
(as defined by the CCWH Senior Notes indentures)
|
$
|
619.0
|
|
Less adjustments to EBITDA (as defined by the CCWH Senior Notes indentures):
|
|
||
Costs incurred in connection with severance, the closure and/or consolidation of facilities, retention charges, consulting fees and other permitted activities
|
(14.7
|
)
|
|
Extraordinary, non-recurring or unusual gains or losses or expenses (as referenced in the definition of EBITDA in the CCWH Senior Notes indentures)
|
(5.8
|
)
|
|
Non-cash charges
|
(5.3
|
)
|
|
Other items
|
4.2
|
|
|
Less: Depreciation and amortization, Impairment charges, Gains and losses on acquisitions and divestitures and Share-based compensation expense
|
(326.6
|
)
|
|
Operating income
|
270.8
|
|
|
Plus: Depreciation and amortization, Impairment charges, Gain (loss) on disposal of operating and fixed assets and Share-based compensation expense
|
326.2
|
|
|
Less: Interest expense
|
(405.7
|
)
|
|
Plus: Interest income on Due from iHeartCommunications
|
0.4
|
|
|
Less: Current income tax expense
|
(61.4
|
)
|
|
Plus: Other income, net
|
(54.7
|
)
|
|
Adjustments to reconcile consolidated net loss to net cash provided by operating activities (including Provision for doubtful accounts, Amortization of deferred financing charges and note discounts, net and Other reconciling items, net)
|
68.2
|
|
|
Change in assets and liabilities, net of assets acquired and liabilities assumed
|
(9.2
|
)
|
|
Net cash provided by operating activities
|
$
|
134.6
|
|
•
|
risks associated with weak or uncertain global economic conditions and their impact on the level of expenditures on advertising, including the effects of Brexit;
|
•
|
our ability to service our debt obligations and to fund our operations and capital expenditures;
|
•
|
industry conditions, including competition;
|
•
|
our dependence on our management team and other key individuals;
|
•
|
our ability to obtain key municipal concessions for our street furniture and transit products;
|
•
|
fluctuations in operating costs;
|
•
|
technological changes and innovations;
|
•
|
shifts in population and other demographics;
|
•
|
other general economic and political conditions in the United States and in other countries in which we currently do business, including those resulting from recessions, political events and acts or threats of terrorism or military conflicts;
|
•
|
changes in labor conditions and management;
|
•
|
the impact of future dispositions, acquisitions and other strategic transactions;
|
•
|
legislative or regulatory requirements;
|
•
|
regulations and consumer concerns regarding privacy and data protection, and breaches of information security measures;
|
•
|
restrictions on outdoor advertising of certain products;
|
•
|
capital expenditure requirements;
|
•
|
fluctuations in exchange rates and currency values;
|
•
|
risks of doing business in foreign countries;
|
•
|
new or increased tariffs or unfavorable changes in trade policy;
|
•
|
the risks and uncertainties associated with the iHeart Chapter 11 Cases on us and iHeartCommunications, our primary direct or indirect external source of capital, which is operating as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court;
|
•
|
the obligations and restrictions imposed on us by our agreements with iHeartCommunications;
|
•
|
the risk that we may be more susceptible to adverse events if the proposed Separation occurs;
|
•
|
the risk that we may be unable to replace the services iHeartCommunications provides us in a timely manner or on comparable terms;
|
•
|
the risk that the iHeart Chapter 11 Cases and the proposed Separation may result in unfavorable tax consequences for us and impair our ability to utilize our federal income tax net operating loss carryforwards in future years;
|
•
|
risks related to the consummation fo the Separation;
|
•
|
the risk that the iHeart Plan of Reorganization is not consummated and the proposed Separation does not occur;
|
•
|
our relationship with iHeartCommunications, including its ability to elect all of the members of our board of directors and its ability as our controlling stockholder to determine the outcome of matters submitted to our stockholders and certain additional matters governed by intercompany agreements between us;
|
•
|
the obligations and restrictions imposed on us by our agreements with iHeartCommunications;
|
•
|
the impact of our substantial indebtedness, including the effect of our leverage on our financial position and earnings;
|
•
|
the ability of our subsidiaries to dividend or distribute funds to us in order for us to repay our debts;
|
•
|
the restrictions contained in the agreements governing our indebtedness limiting our flexibility in operating our business;
|
•
|
the effect of credit ratings downgrades; and
|
•
|
certain other factors set forth in our other filings with the SEC.
|
Period
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
(1)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
January 1 through January 31
|
—
|
|
|
|
|
|
|
—
|
|
|
$
|
—
|
|
February 1 through February 28
|
1,581
|
|
|
5.48
|
|
|
—
|
|
|
—
|
|
||
March 1 through March 31
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
||
Total
|
1,581
|
|
|
$
|
5.48
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
The shares indicated consist of shares of our Class A common stock tendered by employees to us during the three months ended
March 31, 2019
to satisfy the employees’ tax withholding obligation in connection with the vesting and release of restricted shares, which are repurchased by us based on their fair market value on the date the relevant transaction occurs.
|
Exhibit
Number
|
|
Description
|
2.1†
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
10.1
|
|
|
10.3
|
|
|
10.4*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1**
|
|
|
32.2**
|
|
|
101*
|
|
Interactive Data Files.
|
† Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of the Regulation S-K. The registrant agrees to
|
furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.
|
|
|
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
|
|
|
|
April 25, 2019
|
|
/s/ SCOTT D. HAMILTON
|
|
|
Scott D. Hamilton
|
|
|
Senior Vice President, Chief Accounting Officer and
|
|
|
Assistant Secretary
|