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Delaware
|
|
86-0812139
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
200 East Basse Road, Suite 100
San Antonio, Texas
|
|
78209
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Class
|
Outstanding at August 2, 2016
|
- - - - - - - - - - - - - - - - - - - - - - - - - -
|
- - - - - - - - - - - - - - - - - - - - - - - - - -
|
Class A Common Stock, $.01 par value
Class B Common Stock, $.01 par value |
47,177,430
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 data)
|
June 30, 2016
|
|
December 31,
2015 |
||||
|
(Unaudited)
|
|
|||||
CURRENT ASSETS
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
439,527
|
|
|
$
|
412,743
|
|
Accounts receivable, net of allowance of $24,403 in 2016 and $25,348 in 2015
|
646,822
|
|
|
697,583
|
|
||
Prepaid expenses
|
134,553
|
|
|
127,730
|
|
||
Assets held for sale
|
55,053
|
|
|
295,075
|
|
||
Other current assets
|
62,406
|
|
|
34,566
|
|
||
Total Current Assets
|
1,338,361
|
|
|
1,567,697
|
|
||
PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
||||
Structures, net
|
1,289,708
|
|
|
1,391,880
|
|
||
Other property, plant and equipment, net
|
233,437
|
|
|
236,106
|
|
||
INTANGIBLE ASSETS AND GOODWILL
|
|
|
|
||||
Indefinite-lived intangibles
|
961,347
|
|
|
971,327
|
|
||
Other intangibles, net
|
321,591
|
|
|
342,864
|
|
||
Goodwill
|
744,021
|
|
|
758,575
|
|
||
OTHER ASSETS
|
|
|
|
||||
Due from iHeartCommunications
|
689,631
|
|
|
930,799
|
|
||
Other assets
|
120,037
|
|
|
107,540
|
|
||
Total Assets
|
$
|
5,698,133
|
|
|
$
|
6,306,788
|
|
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
$
|
85,232
|
|
|
$
|
100,210
|
|
Accrued expenses
|
438,576
|
|
|
507,665
|
|
||
Dividends payable
|
—
|
|
|
217,017
|
|
||
Deferred income
|
127,356
|
|
|
91,411
|
|
||
Current portion of long-term debt
|
4,592
|
|
|
4,310
|
|
||
Total Current Liabilities
|
655,756
|
|
|
920,613
|
|
||
Long-term debt
|
5,110,640
|
|
|
5,106,513
|
|
||
Deferred tax liability
|
651,883
|
|
|
608,910
|
|
||
Other long-term liabilities
|
246,295
|
|
|
240,419
|
|
||
Commitments and Contingent liabilities (Note 4)
|
|
|
|
||||
SHAREHOLDERS’ DEFICIT
|
|
|
|
||||
Noncontrolling interest
|
189,561
|
|
|
187,775
|
|
||
Preferred stock, $.01 par value, 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 47,774,617 and 46,661,114 shares in 2016 and 2015, respectively
|
478
|
|
|
467
|
|
||
Class B common stock, $.01 par value, 600,000,000 shares authorized, 315,000,000 shares issued and outstanding
|
3,150
|
|
|
3,150
|
|
||
Additional paid-in capital
|
3,426,602
|
|
|
3,961,515
|
|
||
Accumulated deficit
|
(4,197,636
|
)
|
|
(4,268,637
|
)
|
||
Accumulated other comprehensive loss
|
(385,170
|
)
|
|
(451,833
|
)
|
||
Cost of shares (531,290 in 2016 and 233,868 in 2015) held in treasury
|
(3,426
|
)
|
|
(2,104
|
)
|
||
Total Shareholders’ Deficit
|
(966,441
|
)
|
|
(569,667
|
)
|
||
Total Liabilities and Shareholders’ Deficit
|
$
|
5,698,133
|
|
|
$
|
6,306,788
|
|
(In thousands, except per share data)
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
$
|
712,146
|
|
|
$
|
722,819
|
|
|
$
|
1,302,867
|
|
|
$
|
1,337,862
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Direct operating expenses (excludes depreciation and amortization)
|
366,061
|
|
|
372,342
|
|
|
709,755
|
|
|
735,313
|
|
||||
Selling, general and administrative expenses (excludes depreciation and amortization)
|
135,567
|
|
|
132,522
|
|
|
262,368
|
|
|
259,652
|
|
||||
Corporate expenses (excludes depreciation and amortization)
|
29,652
|
|
|
30,154
|
|
|
57,891
|
|
|
58,907
|
|
||||
Depreciation and amortization
|
86,974
|
|
|
93,405
|
|
|
172,369
|
|
|
187,499
|
|
||||
Other operating income (expense), net
|
(59,384
|
)
|
|
659
|
|
|
225,390
|
|
|
(4,785
|
)
|
||||
Operating income
|
34,508
|
|
|
95,055
|
|
|
325,874
|
|
|
91,706
|
|
||||
Interest expense
|
94,650
|
|
|
88,556
|
|
|
188,523
|
|
|
177,972
|
|
||||
Interest income on Due from iHeartCommunications
|
11,291
|
|
|
15,049
|
|
|
24,004
|
|
|
30,302
|
|
||||
Equity in earnings (loss) of nonconsolidated affiliates
|
(232
|
)
|
|
(351
|
)
|
|
(647
|
)
|
|
171
|
|
||||
Other income (expense), net
|
(33,871
|
)
|
|
15,276
|
|
|
(39,674
|
)
|
|
35,214
|
|
||||
Income (loss) before income taxes
|
(82,954
|
)
|
|
36,473
|
|
|
121,034
|
|
|
(20,579
|
)
|
||||
Income tax benefit (expense)
|
21,712
|
|
|
(27,187
|
)
|
|
(41,200
|
)
|
|
(3,088
|
)
|
||||
Consolidated net income (loss)
|
(61,242
|
)
|
|
9,286
|
|
|
79,834
|
|
|
(23,667
|
)
|
||||
Less amount attributable to noncontrolling interest
|
7,857
|
|
|
7,876
|
|
|
8,833
|
|
|
8,441
|
|
||||
Net income (loss) attributable to the Company
|
$
|
(69,099
|
)
|
|
$
|
1,410
|
|
|
$
|
71,001
|
|
|
$
|
(32,108
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
9,106
|
|
|
2,900
|
|
|
36,370
|
|
|
(78,587
|
)
|
||||
Unrealized holding gain (loss) on marketable securities
|
(309
|
)
|
|
(133
|
)
|
|
(345
|
)
|
|
689
|
|
||||
Reclassification adjustment for realized cumulative translation adjustments on sale of businesses included in Other operating income (expense), net
|
32,824
|
|
|
—
|
|
|
32,824
|
|
|
—
|
|
||||
Other adjustments to comprehensive loss
|
(3,745
|
)
|
|
—
|
|
|
(3,745
|
)
|
|
(1,154
|
)
|
||||
Other comprehensive income (loss)
|
37,876
|
|
|
2,767
|
|
|
65,104
|
|
|
(79,052
|
)
|
||||
Comprehensive income (loss)
|
(31,223
|
)
|
|
4,177
|
|
|
136,105
|
|
|
(111,160
|
)
|
||||
Less amount attributable to noncontrolling interest
|
(3,978
|
)
|
|
(5,060
|
)
|
|
(1,559
|
)
|
|
(2,761
|
)
|
||||
Comprehensive income (loss) attributable to the Company
|
$
|
(27,245
|
)
|
|
$
|
9,237
|
|
|
$
|
137,664
|
|
|
$
|
(108,399
|
)
|
Net income (loss) attributable to the Company per common share:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.19
|
)
|
|
$
|
—
|
|
|
$
|
0.20
|
|
|
$
|
(0.09
|
)
|
Weighted average common shares outstanding – Basic
|
360,233
|
|
|
359,538
|
|
|
360,074
|
|
|
359,317
|
|
||||
Diluted
|
$
|
(0.19
|
)
|
|
$
|
—
|
|
|
$
|
0.20
|
|
|
$
|
(0.09
|
)
|
Weighted average common shares outstanding – Diluted
|
360,233
|
|
|
361,603
|
|
|
361,154
|
|
|
359,317
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Dividends declared per share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.49
|
|
|
$
|
—
|
|
(In thousands)
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Consolidated net income (loss)
|
$
|
79,834
|
|
|
$
|
(23,667
|
)
|
Reconciling items:
|
|
|
|
||||
Depreciation and amortization
|
172,369
|
|
|
187,499
|
|
||
Deferred taxes
|
42,456
|
|
|
6,311
|
|
||
Provision for doubtful accounts
|
6,662
|
|
|
5,144
|
|
||
Amortization of deferred financing charges and note discounts, net
|
5,257
|
|
|
4,344
|
|
||
Share-based compensation
|
5,443
|
|
|
3,729
|
|
||
Gain on sale of operating and other assets, net
|
(226,895
|
)
|
|
(2,602
|
)
|
||
Equity in (earnings) loss of nonconsolidated affiliates
|
647
|
|
|
(171
|
)
|
||
Other reconciling items, net
|
39,000
|
|
|
(35,606
|
)
|
||
Changes in operating assets and liabilities, net of effects of acquisitions
and dispositions:
|
|
|
|
||||
(Increase) decrease in accounts receivable
|
32,137
|
|
|
(40,921
|
)
|
||
Increase in prepaid expenses and other current assets
|
(28,998
|
)
|
|
(31,030
|
)
|
||
Decrease in accrued expenses
|
(71,651
|
)
|
|
(58,848
|
)
|
||
Decrease in accounts payable
|
(13,807
|
)
|
|
(2,539
|
)
|
||
Increase (decrease) in accrued interest
|
2,908
|
|
|
(638
|
)
|
||
Increase in deferred income
|
36,058
|
|
|
40,740
|
|
||
Changes in other operating assets and liabilities
|
7,345
|
|
|
2,714
|
|
||
Net cash provided by operating activities
|
$
|
88,765
|
|
|
$
|
54,459
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of property, plant and equipment
|
(97,055
|
)
|
|
(90,033
|
)
|
||
Proceeds from disposal of assets
|
583,652
|
|
|
2,129
|
|
||
Purchases of other operating assets
|
(1,670
|
)
|
|
(853
|
)
|
||
Change in other, net
|
(30,247
|
)
|
|
(1,036
|
)
|
||
Net cash provided by (used for) investing activities
|
$
|
454,680
|
|
|
$
|
(89,793
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
||
Payments on credit facilities
|
(1,157
|
)
|
|
(2,638
|
)
|
||
Payments on long-term debt
|
(1,116
|
)
|
|
(27
|
)
|
||
Net transfers from iHeartCommunications
|
241,169
|
|
|
10,875
|
|
||
Dividends and other payments to noncontrolling interests
|
(1,247
|
)
|
|
(28,099
|
)
|
||
Dividends paid
|
(754,235
|
)
|
|
—
|
|
||
Change in other, net
|
(287
|
)
|
|
2,825
|
|
||
Net cash used for financing activities
|
$
|
(516,873
|
)
|
|
$
|
(17,064
|
)
|
Effect of exchange rate changes on cash
|
212
|
|
|
(3,923
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
26,784
|
|
|
(56,321
|
)
|
||
Cash and cash equivalents at beginning of period
|
412,743
|
|
|
186,204
|
|
||
Cash and cash equivalents at end of period
|
$
|
439,527
|
|
|
$
|
129,883
|
|
SUPPLEMENTAL DISCLOSURES:
|
|
|
|
|
|
||
Cash paid for interest
|
179,020
|
|
|
174,631
|
|
||
Cash paid for income taxes
|
24,198
|
|
|
19,217
|
|
(In thousands)
|
June 30,
2016 |
|
December 31,
2015 |
||||
|
|
||||||
Land, buildings and improvements
|
$
|
162,252
|
|
|
$
|
167,739
|
|
Structures
|
2,743,168
|
|
|
2,824,794
|
|
||
Furniture and other equipment
|
154,996
|
|
|
156,046
|
|
||
Construction in progress
|
65,363
|
|
|
54,701
|
|
||
|
3,125,779
|
|
|
3,203,280
|
|
||
Less: accumulated depreciation
|
1,602,634
|
|
|
1,575,294
|
|
||
Property, plant and equipment, net
|
$
|
1,523,145
|
|
|
$
|
1,627,986
|
|
(In thousands)
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
Transit, street furniture and other outdoor
contractual rights
|
$
|
589,682
|
|
|
$
|
(428,504
|
)
|
|
$
|
635,772
|
|
|
$
|
(457,060
|
)
|
Permanent easements
|
157,436
|
|
|
—
|
|
|
156,349
|
|
|
—
|
|
||||
Other
|
4,585
|
|
|
(1,608
|
)
|
|
9,687
|
|
|
(1,884
|
)
|
||||
Total
|
$
|
751,703
|
|
|
$
|
(430,112
|
)
|
|
$
|
801,808
|
|
|
$
|
(458,944
|
)
|
(In thousands)
|
|
||
2017
|
$
|
29,032
|
|
2018
|
$
|
20,390
|
|
2019
|
$
|
16,240
|
|
2020
|
$
|
13,938
|
|
2021
|
$
|
13,394
|
|
(In thousands)
|
Americas
|
|
International
|
|
Consolidated
|
||||||
Balance as of December 31, 2014
|
$
|
584,574
|
|
|
$
|
232,538
|
|
|
$
|
817,112
|
|
Acquisitions
|
—
|
|
|
10,998
|
|
|
10,998
|
|
|||
Foreign currency
|
(709
|
)
|
|
(19,644
|
)
|
|
(20,353
|
)
|
|||
Assets held for sale
|
(49,182
|
)
|
|
—
|
|
|
(49,182
|
)
|
|||
Balance as of December 31, 2015
|
$
|
534,683
|
|
|
$
|
223,892
|
|
|
$
|
758,575
|
|
Dispositions
|
(6,934
|
)
|
|
—
|
|
|
(6,934
|
)
|
|||
Foreign currency
|
(1,393
|
)
|
|
3,999
|
|
|
2,606
|
|
|||
Assets held for sale
|
(10,226
|
)
|
|
—
|
|
|
(10,226
|
)
|
|||
Balance as of June 30, 2016
|
$
|
516,130
|
|
|
$
|
227,891
|
|
|
$
|
744,021
|
|
(In thousands)
|
June 30,
2016 |
|
December 31,
2015 |
||||
|
|
||||||
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
|
275,000
|
|
|
275,000
|
|
||
7.625% Series B Senior Subordinated Notes Due 2020
|
1,925,000
|
|
|
1,925,000
|
|
||
Senior Revolving Credit Facility Due 2018
(1)
|
—
|
|
|
—
|
|
||
Clear Channel International B.V. Senior Notes Due 2020
|
225,000
|
|
|
225,000
|
|
||
Other debt
|
18,354
|
|
|
19,003
|
|
||
Original issue discount
|
(7,263
|
)
|
|
(7,769
|
)
|
||
Long-term debt fees
|
(45,859
|
)
|
|
(50,411
|
)
|
||
Total debt
|
$
|
5,115,232
|
|
|
$
|
5,110,823
|
|
Less: current portion
|
4,592
|
|
|
4,310
|
|
||
Total long-term debt
|
$
|
5,110,640
|
|
|
$
|
5,106,513
|
|
(1)
|
The Senior revolving credit facility provides for borrowings up to
$75.0 million
(the revolving credit commitment). As of
June 30, 2016
, we had
$52.5 million
of letters of credit outstanding, and
$22.5 million
of availability, under the senior revolving credit facility.
|
(In thousands)
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Current tax benefit (expense)
|
$
|
11,519
|
|
|
$
|
(25,613
|
)
|
|
$
|
1,256
|
|
|
$
|
3,223
|
|
Deferred tax benefit (expense)
|
10,193
|
|
|
(1,574
|
)
|
|
(42,456
|
)
|
|
(6,311
|
)
|
||||
Income tax benefit (expense)
|
$
|
21,712
|
|
|
$
|
(27,187
|
)
|
|
$
|
(41,200
|
)
|
|
$
|
(3,088
|
)
|
(In thousands)
|
The Company
|
|
Noncontrolling
Interests
|
|
Consolidated
|
||||||
Balances as of January 1, 2016
|
$
|
(757,442
|
)
|
|
$
|
187,775
|
|
|
$
|
(569,667
|
)
|
Net income
|
71,001
|
|
|
8,833
|
|
|
79,834
|
|
|||
Dividends declared
|
(540,034
|
)
|
|
—
|
|
|
(540,034
|
)
|
|||
Dividends and other payments to noncontrolling interests
|
—
|
|
|
(6,712
|
)
|
|
(6,712
|
)
|
|||
Share-based compensation
|
5,443
|
|
|
—
|
|
|
5,443
|
|
|||
Foreign currency translation adjustments
|
38,592
|
|
|
(2,222
|
)
|
|
36,370
|
|
|||
Unrealized holding loss on marketable securities
|
(345
|
)
|
|
—
|
|
|
(345
|
)
|
|||
Reclassification adjustment for realized cumulative translation adjustments on sale of businesses included in Other operating income (expense), net
|
32,161
|
|
|
663
|
|
|
32,824
|
|
|||
Other adjustments to comprehensive loss
|
(3,745
|
)
|
|
—
|
|
|
(3,745
|
)
|
|||
Other, net
|
(1,633
|
)
|
|
1,224
|
|
|
(409
|
)
|
|||
Balances as of June 30, 2016
|
$
|
(1,156,002
|
)
|
|
$
|
189,561
|
|
|
$
|
(966,441
|
)
|
|
|
|
|
|
|
||||||
Balances as of January 1, 2015
|
$
|
(344,275
|
)
|
|
$
|
203,334
|
|
|
$
|
(140,941
|
)
|
Net income (loss)
|
(32,108
|
)
|
|
8,441
|
|
|
(23,667
|
)
|
|||
Dividends and other payments to noncontrolling interests
|
—
|
|
|
(28,099
|
)
|
|
(28,099
|
)
|
|||
Share-based compensation
|
3,729
|
|
|
—
|
|
|
3,729
|
|
|||
Foreign currency translation adjustments
|
(75,826
|
)
|
|
(2,761
|
)
|
|
(78,587
|
)
|
|||
Unrealized holding gain on marketable securities
|
689
|
|
|
—
|
|
|
689
|
|
|||
Other adjustments to comprehensive loss
|
(1,154
|
)
|
|
—
|
|
|
(1,154
|
)
|
|||
Other, net
|
2,827
|
|
|
1,858
|
|
|
4,685
|
|
|||
Balances as of June 30, 2015
|
$
|
(446,118
|
)
|
|
$
|
182,773
|
|
|
$
|
(263,345
|
)
|
(In thousands)
|
Americas
|
|
International
|
|
Corporate and other reconciling items
|
|
Consolidated
|
||||||||
Three Months Ended June 30, 2016
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
325,533
|
|
|
$
|
386,613
|
|
|
$
|
—
|
|
|
$
|
712,146
|
|
Direct operating expenses
|
140,038
|
|
|
226,023
|
|
|
—
|
|
|
366,061
|
|
||||
Selling, general and administrative expenses
|
57,831
|
|
|
77,736
|
|
|
—
|
|
|
135,567
|
|
||||
Corporate expenses
|
—
|
|
|
—
|
|
|
29,652
|
|
|
29,652
|
|
||||
Depreciation and amortization
|
47,525
|
|
|
38,177
|
|
|
1,272
|
|
|
86,974
|
|
||||
Other operating expense, net
|
—
|
|
|
—
|
|
|
(59,384
|
)
|
|
(59,384
|
)
|
||||
Operating income (loss)
|
$
|
80,139
|
|
|
$
|
44,677
|
|
|
$
|
(90,308
|
)
|
|
$
|
34,508
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
$
|
17,402
|
|
|
$
|
31,771
|
|
|
$
|
680
|
|
|
$
|
49,853
|
|
Share-based compensation expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,058
|
|
|
$
|
3,058
|
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended June 30, 2015
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
341,286
|
|
|
$
|
381,533
|
|
|
$
|
—
|
|
|
$
|
722,819
|
|
Direct operating expenses
|
149,712
|
|
|
222,630
|
|
|
—
|
|
|
372,342
|
|
||||
Selling, general and administrative expenses
|
57,346
|
|
|
75,176
|
|
|
—
|
|
|
132,522
|
|
||||
Corporate expenses
|
—
|
|
|
—
|
|
|
30,154
|
|
|
30,154
|
|
||||
Depreciation and amortization
|
51,113
|
|
|
40,956
|
|
|
1,336
|
|
|
93,405
|
|
||||
Other operating income, net
|
—
|
|
|
—
|
|
|
659
|
|
|
659
|
|
||||
Operating income (loss)
|
$
|
83,115
|
|
|
$
|
42,771
|
|
|
$
|
(30,831
|
)
|
|
$
|
95,055
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
$
|
15,664
|
|
|
$
|
31,752
|
|
|
$
|
802
|
|
|
$
|
48,218
|
|
Share-based compensation expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,804
|
|
|
$
|
1,804
|
|
(In thousands)
|
Americas
|
|
International
|
|
Corporate and other reconciling items
|
|
Consolidated
|
||||||||
Six Months Ended June 30, 2016
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
608,061
|
|
|
$
|
694,806
|
|
|
$
|
—
|
|
|
$
|
1,302,867
|
|
Direct operating expenses
|
278,050
|
|
|
431,705
|
|
|
—
|
|
|
709,755
|
|
||||
Selling, general and administrative expenses
|
113,160
|
|
|
149,208
|
|
|
—
|
|
|
262,368
|
|
||||
Corporate expenses
|
—
|
|
|
—
|
|
|
57,891
|
|
|
57,891
|
|
||||
Depreciation and amortization
|
93,641
|
|
|
76,057
|
|
|
2,671
|
|
|
172,369
|
|
||||
Other operating income, net
|
—
|
|
|
—
|
|
|
225,390
|
|
|
225,390
|
|
||||
Operating income
|
$
|
123,210
|
|
|
$
|
37,836
|
|
|
$
|
164,828
|
|
|
$
|
325,874
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
$
|
28,694
|
|
|
$
|
66,684
|
|
|
$
|
1,677
|
|
|
$
|
97,055
|
|
Share-based compensation expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,443
|
|
|
$
|
5,443
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2015
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
637,149
|
|
|
$
|
700,713
|
|
|
$
|
—
|
|
|
$
|
1,337,862
|
|
Direct operating expenses
|
295,946
|
|
|
439,367
|
|
|
—
|
|
|
735,313
|
|
||||
Selling, general and administrative expenses
|
112,983
|
|
|
146,669
|
|
|
—
|
|
|
259,652
|
|
||||
Corporate expenses
|
—
|
|
|
—
|
|
|
58,907
|
|
|
58,907
|
|
||||
Depreciation and amortization
|
101,453
|
|
|
83,397
|
|
|
2,649
|
|
|
187,499
|
|
||||
Other operating expense, net
|
—
|
|
|
—
|
|
|
(4,785
|
)
|
|
(4,785
|
)
|
||||
Operating income (loss)
|
$
|
126,767
|
|
|
$
|
31,280
|
|
|
$
|
(66,341
|
)
|
|
$
|
91,706
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
$
|
32,359
|
|
|
$
|
56,857
|
|
|
$
|
817
|
|
|
$
|
90,033
|
|
Share-based compensation expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,729
|
|
|
$
|
3,729
|
|
(In thousands)
|
June 30, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash and cash equivalents
|
$
|
275,192
|
|
|
$
|
—
|
|
|
$
|
17,961
|
|
|
$
|
146,374
|
|
|
$
|
—
|
|
|
$
|
439,527
|
|
Accounts receivable, net of allowance
|
—
|
|
|
—
|
|
|
203,037
|
|
|
443,785
|
|
|
—
|
|
|
646,822
|
|
||||||
Intercompany receivables
|
—
|
|
|
464,890
|
|
|
2,478,105
|
|
|
3,421
|
|
|
(2,946,416
|
)
|
|
—
|
|
||||||
Prepaid expenses
|
1,337
|
|
|
—
|
|
|
59,684
|
|
|
73,532
|
|
|
—
|
|
|
134,553
|
|
||||||
Assets held for sale
|
—
|
|
|
—
|
|
|
55,053
|
|
|
—
|
|
|
—
|
|
|
55,053
|
|
||||||
Other current assets
|
(441
|
)
|
|
953
|
|
|
30,112
|
|
|
31,782
|
|
|
—
|
|
|
62,406
|
|
||||||
Total Current Assets
|
276,088
|
|
|
465,843
|
|
|
2,843,952
|
|
|
698,894
|
|
|
(2,946,416
|
)
|
|
1,338,361
|
|
||||||
Structures, net
|
—
|
|
|
—
|
|
|
788,277
|
|
|
501,431
|
|
|
—
|
|
|
1,289,708
|
|
||||||
Other property, plant and equipment, net
|
—
|
|
|
—
|
|
|
119,025
|
|
|
114,412
|
|
|
—
|
|
|
233,437
|
|
||||||
Indefinite-lived intangibles
|
—
|
|
|
—
|
|
|
951,438
|
|
|
9,909
|
|
|
—
|
|
|
961,347
|
|
||||||
Other intangibles, net
|
—
|
|
|
—
|
|
|
265,076
|
|
|
56,515
|
|
|
—
|
|
|
321,591
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
505,590
|
|
|
238,431
|
|
|
—
|
|
|
744,021
|
|
||||||
Due from iHeartCommunications
|
689,631
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
689,631
|
|
||||||
Intercompany notes receivable
|
182,026
|
|
|
5,111,392
|
|
|
—
|
|
|
—
|
|
|
(5,293,418
|
)
|
|
—
|
|
||||||
Other assets
|
212,986
|
|
|
253,583
|
|
|
1,126,348
|
|
|
64,630
|
|
|
(1,537,510
|
)
|
|
120,037
|
|
||||||
Total Assets
|
$
|
1,360,731
|
|
|
$
|
5,830,818
|
|
|
$
|
6,599,706
|
|
|
$
|
1,684,222
|
|
|
$
|
(9,777,344
|
)
|
|
$
|
5,698,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,514
|
|
|
$
|
78,718
|
|
|
$
|
—
|
|
|
$
|
85,232
|
|
Intercompany payable
|
2,478,105
|
|
|
—
|
|
|
468,311
|
|
|
—
|
|
|
(2,946,416
|
)
|
|
—
|
|
||||||
Accrued expenses
|
1,527
|
|
|
3,199
|
|
|
87,911
|
|
|
345,939
|
|
|
—
|
|
|
438,576
|
|
||||||
Deferred income
|
—
|
|
|
—
|
|
|
50,354
|
|
|
77,002
|
|
|
—
|
|
|
127,356
|
|
||||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
84
|
|
|
4,508
|
|
|
—
|
|
|
4,592
|
|
||||||
Total Current Liabilities
|
2,479,632
|
|
|
3,199
|
|
|
613,174
|
|
|
506,167
|
|
|
(2,946,416
|
)
|
|
655,756
|
|
||||||
Long-term debt
|
—
|
|
|
4,881,942
|
|
|
1,757
|
|
|
226,941
|
|
|
—
|
|
|
5,110,640
|
|
||||||
Intercompany notes payable
|
—
|
|
|
—
|
|
|
5,027,604
|
|
|
265,814
|
|
|
(5,293,418
|
)
|
|
—
|
|
||||||
Deferred tax liability
|
772
|
|
|
1,367
|
|
|
643,426
|
|
|
6,318
|
|
|
—
|
|
|
651,883
|
|
||||||
Other long-term liabilities
|
1,989
|
|
|
—
|
|
|
131,741
|
|
|
112,565
|
|
|
—
|
|
|
246,295
|
|
||||||
Total shareholders' equity (deficit)
|
(1,121,662
|
)
|
|
944,310
|
|
|
182,004
|
|
|
566,417
|
|
|
(1,537,510
|
)
|
|
(966,441
|
)
|
||||||
Total Liabilities and Shareholders'
Equity (Deficit)
|
$
|
1,360,731
|
|
|
$
|
5,830,818
|
|
|
$
|
6,599,706
|
|
|
$
|
1,684,222
|
|
|
$
|
(9,777,344
|
)
|
|
$
|
5,698,133
|
|
(In thousands)
|
December 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash and cash equivalents
|
$
|
218,701
|
|
|
$
|
—
|
|
|
$
|
18,455
|
|
|
$
|
175,587
|
|
|
$
|
—
|
|
|
$
|
412,743
|
|
Accounts receivable, net of allowance
|
—
|
|
|
—
|
|
|
210,252
|
|
|
487,331
|
|
|
—
|
|
|
697,583
|
|
||||||
Intercompany receivables
|
—
|
|
|
461,549
|
|
|
1,921,025
|
|
|
8,003
|
|
|
(2,390,577
|
)
|
|
—
|
|
||||||
Prepaid expenses
|
1,423
|
|
|
3,433
|
|
|
62,039
|
|
|
60,835
|
|
|
—
|
|
|
127,730
|
|
||||||
Assets held for sale
|
—
|
|
|
—
|
|
|
295,075
|
|
|
—
|
|
|
—
|
|
|
295,075
|
|
||||||
Other current assets
|
—
|
|
|
—
|
|
|
1,823
|
|
|
32,743
|
|
|
—
|
|
|
34,566
|
|
||||||
Total Current Assets
|
220,124
|
|
|
464,982
|
|
|
2,508,669
|
|
|
764,499
|
|
|
(2,390,577
|
)
|
|
1,567,697
|
|
||||||
Structures, net
|
—
|
|
|
—
|
|
|
868,586
|
|
|
523,294
|
|
|
—
|
|
|
1,391,880
|
|
||||||
Other property, plant and equipment, net
|
—
|
|
|
—
|
|
|
129,339
|
|
|
106,767
|
|
|
—
|
|
|
236,106
|
|
||||||
Indefinite-lived intangibles
|
—
|
|
|
—
|
|
|
962,074
|
|
|
9,253
|
|
|
—
|
|
|
971,327
|
|
||||||
Other intangibles, net
|
—
|
|
|
—
|
|
|
272,307
|
|
|
70,557
|
|
|
—
|
|
|
342,864
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
522,750
|
|
|
235,825
|
|
|
—
|
|
|
758,575
|
|
||||||
Due from iHeartCommunications
|
930,799
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
930,799
|
|
||||||
Intercompany notes receivable
|
182,026
|
|
|
5,107,392
|
|
|
—
|
|
|
—
|
|
|
(5,289,418
|
)
|
|
—
|
|
||||||
Other assets
|
78,341
|
|
|
307,054
|
|
|
1,214,311
|
|
|
45,393
|
|
|
(1,537,559
|
)
|
|
107,540
|
|
||||||
Total Assets
|
$
|
1,411,290
|
|
|
$
|
5,879,428
|
|
|
$
|
6,478,036
|
|
|
$
|
1,755,588
|
|
|
$
|
(9,217,554
|
)
|
|
$
|
6,306,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,124
|
|
|
$
|
88,086
|
|
|
$
|
—
|
|
|
$
|
100,210
|
|
Intercompany payable
|
1,915,287
|
|
|
—
|
|
|
475,290
|
|
|
—
|
|
|
(2,390,577
|
)
|
|
—
|
|
||||||
Accrued expenses
|
953
|
|
|
(707
|
)
|
|
108,480
|
|
|
398,939
|
|
|
—
|
|
|
507,665
|
|
||||||
Dividends payable
|
217,017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217,017
|
|
||||||
Deferred income
|
—
|
|
|
—
|
|
|
37,471
|
|
|
53,940
|
|
|
—
|
|
|
91,411
|
|
||||||
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
65
|
|
|
4,245
|
|
|
—
|
|
|
4,310
|
|
||||||
Total Current Liabilities
|
2,133,257
|
|
|
(707
|
)
|
|
633,430
|
|
|
545,210
|
|
|
(2,390,577
|
)
|
|
920,613
|
|
||||||
Long-term debt
|
—
|
|
|
4,877,578
|
|
|
1,014
|
|
|
227,921
|
|
|
—
|
|
|
5,106,513
|
|
||||||
Intercompany notes payable
|
—
|
|
|
—
|
|
|
5,032,499
|
|
|
256,919
|
|
|
(5,289,418
|
)
|
|
—
|
|
||||||
Deferred tax liability
|
772
|
|
|
1,367
|
|
|
599,541
|
|
|
7,230
|
|
|
—
|
|
|
608,910
|
|
||||||
Other long-term liabilities
|
1,587
|
|
|
—
|
|
|
133,227
|
|
|
105,605
|
|
|
—
|
|
|
240,419
|
|
||||||
Total shareholders' equity (deficit)
|
(724,326
|
)
|
|
1,001,190
|
|
|
78,325
|
|
|
612,703
|
|
|
(1,537,559
|
)
|
|
(569,667
|
)
|
||||||
Total Liabilities and Shareholders' Equity (Deficit)
|
$
|
1,411,290
|
|
|
$
|
5,879,428
|
|
|
$
|
6,478,036
|
|
|
$
|
1,755,588
|
|
|
$
|
(9,217,554
|
)
|
|
$
|
6,306,788
|
|
(In thousands)
|
Three Months Ended June 30, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
293,235
|
|
|
$
|
418,911
|
|
|
$
|
—
|
|
|
$
|
712,146
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Direct operating expenses
|
—
|
|
|
—
|
|
|
122,125
|
|
|
243,936
|
|
|
—
|
|
|
366,061
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
50,674
|
|
|
84,893
|
|
|
—
|
|
|
135,567
|
|
||||||
Corporate expenses
|
3,083
|
|
|
—
|
|
|
16,629
|
|
|
9,940
|
|
|
—
|
|
|
29,652
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
44,688
|
|
|
42,286
|
|
|
—
|
|
|
86,974
|
|
||||||
Other operating expense, net
|
(88
|
)
|
|
—
|
|
|
(2,048
|
)
|
|
(57,248
|
)
|
|
—
|
|
|
(59,384
|
)
|
||||||
Operating income (loss)
|
(3,171
|
)
|
|
—
|
|
|
57,071
|
|
|
(19,392
|
)
|
|
—
|
|
|
34,508
|
|
||||||
Interest (income) expense, net
|
(320
|
)
|
|
88,041
|
|
|
760
|
|
|
6,169
|
|
|
—
|
|
|
94,650
|
|
||||||
Interest income on Due from iHeartCommunications
|
11,291
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,291
|
|
||||||
Intercompany interest income
|
4,035
|
|
|
85,428
|
|
|
11,821
|
|
|
—
|
|
|
(101,284
|
)
|
|
—
|
|
||||||
Intercompany interest expense
|
11,291
|
|
|
—
|
|
|
89,463
|
|
|
530
|
|
|
(101,284
|
)
|
|
—
|
|
||||||
Equity in loss of nonconsolidated affiliates
|
(70,919
|
)
|
|
(83,968
|
)
|
|
(84,717
|
)
|
|
(556
|
)
|
|
239,928
|
|
|
(232
|
)
|
||||||
Other income (expense), net
|
1,076
|
|
|
—
|
|
|
313
|
|
|
(35,260
|
)
|
|
—
|
|
|
(33,871
|
)
|
||||||
Loss before income taxes
|
(68,659
|
)
|
|
(86,581
|
)
|
|
(105,735
|
)
|
|
(61,907
|
)
|
|
239,928
|
|
|
(82,954
|
)
|
||||||
Income tax benefit (expense)
|
(440
|
)
|
|
952
|
|
|
34,768
|
|
|
(13,568
|
)
|
|
—
|
|
|
21,712
|
|
||||||
Consolidated net loss
|
(69,099
|
)
|
|
(85,629
|
)
|
|
(70,967
|
)
|
|
(75,475
|
)
|
|
239,928
|
|
|
(61,242
|
)
|
||||||
Less amount attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
7,905
|
|
|
—
|
|
|
7,857
|
|
||||||
Net loss attributable to the Company
|
$
|
(69,099
|
)
|
|
$
|
(85,629
|
)
|
|
$
|
(70,919
|
)
|
|
$
|
(83,380
|
)
|
|
$
|
239,928
|
|
|
$
|
(69,099
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
2,617
|
|
|
6,489
|
|
|
—
|
|
|
9,106
|
|
||||||
Unrealized holding loss on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(309
|
)
|
|
—
|
|
|
(309
|
)
|
||||||
Reclassification adjustments
|
—
|
|
|
—
|
|
|
663
|
|
|
32,161
|
|
|
—
|
|
|
32,824
|
|
||||||
Other adjustments to comprehensive income
|
—
|
|
|
—
|
|
|
1
|
|
|
(3,746
|
)
|
|
—
|
|
|
(3,745
|
)
|
||||||
Equity in subsidiary comprehensive income
|
41,854
|
|
|
39,180
|
|
|
39,251
|
|
|
—
|
|
|
(120,285
|
)
|
|
—
|
|
||||||
Comprehensive loss
|
(27,245
|
)
|
|
(46,449
|
)
|
|
(28,387
|
)
|
|
(48,785
|
)
|
|
119,643
|
|
|
(31,223
|
)
|
||||||
Less amount attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
678
|
|
|
(4,656
|
)
|
|
—
|
|
|
(3,978
|
)
|
||||||
Comprehensive loss attributable to the Company
|
$
|
(27,245
|
)
|
|
$
|
(46,449
|
)
|
|
$
|
(29,065
|
)
|
|
$
|
(44,129
|
)
|
|
$
|
119,643
|
|
|
$
|
(27,245
|
)
|
(In thousands)
|
Three Months Ended June 30, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
301,915
|
|
|
$
|
420,904
|
|
|
$
|
—
|
|
|
$
|
722,819
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Direct operating expenses
|
—
|
|
|
—
|
|
|
126,404
|
|
|
245,938
|
|
|
—
|
|
|
372,342
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
48,969
|
|
|
83,553
|
|
|
—
|
|
|
132,522
|
|
||||||
Corporate expenses
|
3,239
|
|
|
—
|
|
|
15,826
|
|
|
11,089
|
|
|
—
|
|
|
30,154
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
49,256
|
|
|
44,149
|
|
|
—
|
|
|
93,405
|
|
||||||
Other operating income (expense), net
|
(118
|
)
|
|
—
|
|
|
(269
|
)
|
|
1,046
|
|
|
—
|
|
|
659
|
|
||||||
Operating income (loss)
|
(3,357
|
)
|
|
—
|
|
|
61,191
|
|
|
37,221
|
|
|
—
|
|
|
95,055
|
|
||||||
Interest expense, net
|
6
|
|
|
88,081
|
|
|
410
|
|
|
59
|
|
|
—
|
|
|
88,556
|
|
||||||
Interest income on Due from iHeartCommunications
|
15,049
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,049
|
|
||||||
Intercompany interest income
|
4,024
|
|
|
85,113
|
|
|
15,227
|
|
|
—
|
|
|
(104,364
|
)
|
|
—
|
|
||||||
Intercompany interest expense
|
15,049
|
|
|
—
|
|
|
89,137
|
|
|
178
|
|
|
(104,364
|
)
|
|
—
|
|
||||||
Equity in earnings (loss) of nonconsolidated affiliates
|
24,634
|
|
|
20,877
|
|
|
12,851
|
|
|
(755
|
)
|
|
(57,958
|
)
|
|
(351
|
)
|
||||||
Other income, net
|
936
|
|
|
3,440
|
|
|
20,635
|
|
|
14,840
|
|
|
(24,575
|
)
|
|
15,276
|
|
||||||
Income before income taxes
|
26,231
|
|
|
21,349
|
|
|
20,357
|
|
|
51,069
|
|
|
(82,533
|
)
|
|
36,473
|
|
||||||
Income tax benefit (expense)
|
(246
|
)
|
|
(9,577
|
)
|
|
4,277
|
|
|
(21,641
|
)
|
|
—
|
|
|
(27,187
|
)
|
||||||
Consolidated net income
|
25,985
|
|
|
11,772
|
|
|
24,634
|
|
|
29,428
|
|
|
(82,533
|
)
|
|
9,286
|
|
||||||
Less amount attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
7,876
|
|
|
—
|
|
|
7,876
|
|
||||||
Net income attributable to the Company
|
$
|
25,985
|
|
|
$
|
11,772
|
|
|
$
|
24,634
|
|
|
$
|
21,552
|
|
|
$
|
(82,533
|
)
|
|
$
|
1,410
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
(3,440
|
)
|
|
134
|
|
|
6,206
|
|
|
—
|
|
|
2,900
|
|
||||||
Unrealized holding loss on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(133
|
)
|
|
—
|
|
|
(133
|
)
|
||||||
Equity in subsidiary comprehensive income
|
7,827
|
|
|
10,981
|
|
|
7,693
|
|
|
—
|
|
|
(26,501
|
)
|
|
—
|
|
||||||
Comprehensive income
|
33,812
|
|
|
19,313
|
|
|
32,461
|
|
|
27,625
|
|
|
(109,034
|
)
|
|
4,177
|
|
||||||
Less amount attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,060
|
)
|
|
—
|
|
|
(5,060
|
)
|
||||||
Comprehensive income attributable to the Company
|
$
|
33,812
|
|
|
$
|
19,313
|
|
|
$
|
32,461
|
|
|
$
|
32,685
|
|
|
$
|
(109,034
|
)
|
|
$
|
9,237
|
|
(In thousands)
|
Six Months Ended June 30, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
546,314
|
|
|
$
|
756,553
|
|
|
$
|
—
|
|
|
$
|
1,302,867
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Direct operating expenses
|
—
|
|
|
—
|
|
|
242,585
|
|
|
467,170
|
|
|
—
|
|
|
709,755
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
99,401
|
|
|
162,967
|
|
|
—
|
|
|
262,368
|
|
||||||
Corporate expenses
|
6,422
|
|
|
—
|
|
|
31,062
|
|
|
20,407
|
|
|
—
|
|
|
57,891
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
89,238
|
|
|
83,131
|
|
|
—
|
|
|
172,369
|
|
||||||
Other operating income (expense), net
|
(204
|
)
|
|
—
|
|
|
287,849
|
|
|
(62,255
|
)
|
|
—
|
|
|
225,390
|
|
||||||
Operating income (loss)
|
(6,626
|
)
|
|
—
|
|
|
371,877
|
|
|
(39,377
|
)
|
|
—
|
|
|
325,874
|
|
||||||
Interest (income) expense, net
|
(650
|
)
|
|
176,119
|
|
|
1,196
|
|
|
11,858
|
|
|
—
|
|
|
188,523
|
|
||||||
Interest income on Due from iHeartCommunications
|
24,004
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,004
|
|
||||||
Intercompany interest income
|
8,068
|
|
|
170,879
|
|
|
25,024
|
|
|
—
|
|
|
(203,971
|
)
|
|
—
|
|
||||||
Intercompany interest expense
|
24,004
|
|
|
—
|
|
|
178,947
|
|
|
1,020
|
|
|
(203,971
|
)
|
|
—
|
|
||||||
Equity in earnings (loss) of nonconsolidated affiliates
|
67,982
|
|
|
(117,155
|
)
|
|
(123,226
|
)
|
|
(1,333
|
)
|
|
173,085
|
|
|
(647
|
)
|
||||||
Other income (expense), net
|
1,705
|
|
|
—
|
|
|
(1,009
|
)
|
|
(40,370
|
)
|
|
—
|
|
|
(39,674
|
)
|
||||||
Income (loss) before income taxes
|
71,779
|
|
|
(122,395
|
)
|
|
92,523
|
|
|
(93,958
|
)
|
|
173,085
|
|
|
121,034
|
|
||||||
Income tax benefit (expense)
|
(778
|
)
|
|
1,910
|
|
|
(24,541
|
)
|
|
(17,791
|
)
|
|
—
|
|
|
(41,200
|
)
|
||||||
Consolidated net income (loss)
|
71,001
|
|
|
(120,485
|
)
|
|
67,982
|
|
|
(111,749
|
)
|
|
173,085
|
|
|
79,834
|
|
||||||
Less amount attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
8,833
|
|
|
—
|
|
|
8,833
|
|
||||||
Net income (loss) attributable to the Company
|
$
|
71,001
|
|
|
$
|
(120,485
|
)
|
|
$
|
67,982
|
|
|
$
|
(120,582
|
)
|
|
$
|
173,085
|
|
|
$
|
71,001
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
(3,047
|
)
|
|
39,417
|
|
|
—
|
|
|
36,370
|
|
||||||
Unrealized holding loss on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(345
|
)
|
|
—
|
|
|
(345
|
)
|
||||||
Reclassification adjustments
|
—
|
|
|
—
|
|
|
663
|
|
|
32,161
|
|
|
—
|
|
|
32,824
|
|
||||||
Other adjustments to comprehensive income
|
—
|
|
|
—
|
|
|
1
|
|
|
(3,746
|
)
|
|
—
|
|
|
(3,745
|
)
|
||||||
Equity in subsidiary comprehensive income
|
66,663
|
|
|
63,605
|
|
|
69,724
|
|
|
—
|
|
|
(199,992
|
)
|
|
—
|
|
||||||
Comprehensive income (loss)
|
137,664
|
|
|
(56,880
|
)
|
|
135,323
|
|
|
(53,095
|
)
|
|
(26,907
|
)
|
|
136,105
|
|
||||||
Less amount attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
678
|
|
|
(2,237
|
)
|
|
—
|
|
|
(1,559
|
)
|
||||||
Comprehensive income (loss) attributable to the Company
|
$
|
137,664
|
|
|
$
|
(56,880
|
)
|
|
$
|
134,645
|
|
|
$
|
(50,858
|
)
|
|
$
|
(26,907
|
)
|
|
$
|
137,664
|
|
(In thousands)
|
Six Months Ended June 30, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
558,626
|
|
|
$
|
779,236
|
|
|
$
|
—
|
|
|
$
|
1,337,862
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Direct operating expenses
|
—
|
|
|
—
|
|
|
250,014
|
|
|
485,299
|
|
|
—
|
|
|
735,313
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
—
|
|
|
95,958
|
|
|
163,694
|
|
|
—
|
|
|
259,652
|
|
||||||
Corporate expenses
|
6,492
|
|
|
—
|
|
|
29,507
|
|
|
22,908
|
|
|
—
|
|
|
58,907
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
97,688
|
|
|
89,811
|
|
|
—
|
|
|
187,499
|
|
||||||
Other operating income (expense), net
|
(220
|
)
|
|
—
|
|
|
(6,955
|
)
|
|
2,390
|
|
|
—
|
|
|
(4,785
|
)
|
||||||
Operating income (loss)
|
(6,712
|
)
|
|
—
|
|
|
78,504
|
|
|
19,914
|
|
|
—
|
|
|
91,706
|
|
||||||
Interest expense, net
|
12
|
|
|
176,161
|
|
|
975
|
|
|
824
|
|
|
—
|
|
|
177,972
|
|
||||||
Interest income on Due from iHeartCommunications
|
30,302
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,302
|
|
||||||
Intercompany interest income
|
8,025
|
|
|
170,209
|
|
|
30,553
|
|
|
—
|
|
|
(208,787
|
)
|
|
—
|
|
||||||
Intercompany interest expense
|
30,302
|
|
|
—
|
|
|
178,234
|
|
|
251
|
|
|
(208,787
|
)
|
|
—
|
|
||||||
Equity in earnings (loss) of nonconsolidated affiliates
|
(10,032
|
)
|
|
15,729
|
|
|
8,894
|
|
|
(788
|
)
|
|
(13,632
|
)
|
|
171
|
|
||||||
Other income, net
|
1,683
|
|
|
3,440
|
|
|
21,249
|
|
|
33,417
|
|
|
(24,575
|
)
|
|
35,214
|
|
||||||
Income (loss) before income taxes
|
(7,048
|
)
|
|
13,217
|
|
|
(40,009
|
)
|
|
51,468
|
|
|
(38,207
|
)
|
|
(20,579
|
)
|
||||||
Income tax benefit (expense)
|
(485
|
)
|
|
(8,583
|
)
|
|
29,977
|
|
|
(23,997
|
)
|
|
—
|
|
|
(3,088
|
)
|
||||||
Consolidated net income (loss)
|
(7,533
|
)
|
|
4,634
|
|
|
(10,032
|
)
|
|
27,471
|
|
|
(38,207
|
)
|
|
(23,667
|
)
|
||||||
Less amount attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
8,441
|
|
|
—
|
|
|
8,441
|
|
||||||
Net income (loss) attributable to the Company
|
$
|
(7,533
|
)
|
|
$
|
4,634
|
|
|
$
|
(10,032
|
)
|
|
$
|
19,030
|
|
|
$
|
(38,207
|
)
|
|
$
|
(32,108
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
(3,440
|
)
|
|
(7,026
|
)
|
|
(68,121
|
)
|
|
—
|
|
|
(78,587
|
)
|
||||||
Unrealized holding gain on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
689
|
|
|
—
|
|
|
689
|
|
||||||
Other adjustments to comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,154
|
)
|
|
—
|
|
|
(1,154
|
)
|
||||||
Equity in subsidiary comprehensive loss
|
(76,291
|
)
|
|
(39,361
|
)
|
|
(69,265
|
)
|
|
—
|
|
|
184,917
|
|
|
—
|
|
||||||
Comprehensive loss
|
(83,824
|
)
|
|
(38,167
|
)
|
|
(86,323
|
)
|
|
(49,556
|
)
|
|
146,710
|
|
|
(111,160
|
)
|
||||||
Less amount attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,761
|
)
|
|
—
|
|
|
(2,761
|
)
|
||||||
Comprehensive loss attributable to the Company
|
$
|
(83,824
|
)
|
|
$
|
(38,167
|
)
|
|
$
|
(86,323
|
)
|
|
$
|
(46,795
|
)
|
|
$
|
146,710
|
|
|
$
|
(108,399
|
)
|
(In thousands)
|
Six Months Ended June 30, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated net income (loss)
|
$
|
71,001
|
|
|
$
|
(120,485
|
)
|
|
$
|
67,982
|
|
|
$
|
(111,749
|
)
|
|
$
|
173,085
|
|
|
$
|
79,834
|
|
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
89,238
|
|
|
83,131
|
|
|
—
|
|
|
172,369
|
|
||||||
Deferred taxes
|
—
|
|
|
—
|
|
|
43,884
|
|
|
(1,428
|
)
|
|
—
|
|
|
42,456
|
|
||||||
Provision for doubtful accounts
|
—
|
|
|
—
|
|
|
3,412
|
|
|
3,250
|
|
|
—
|
|
|
6,662
|
|
||||||
Amortization of deferred financing
charges and note discounts, net
|
—
|
|
|
4,364
|
|
|
—
|
|
|
893
|
|
|
—
|
|
|
5,257
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
2,604
|
|
|
2,839
|
|
|
—
|
|
|
5,443
|
|
||||||
(Gain) loss on sale of operating and fixed assets, net
|
—
|
|
|
—
|
|
|
(287,849
|
)
|
|
60,954
|
|
|
—
|
|
|
(226,895
|
)
|
||||||
Equity in (earnings) loss of nonconsolidated affiliates
|
(67,982
|
)
|
|
117,155
|
|
|
123,226
|
|
|
1,333
|
|
|
(173,085
|
)
|
|
647
|
|
||||||
Other reconciling items, net
|
—
|
|
|
—
|
|
|
(183
|
)
|
|
39,183
|
|
|
—
|
|
|
39,000
|
|
||||||
Changes in operating assets and liabilities, net
of effects of acquisitions and dispositions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Decrease in accounts receivable
|
—
|
|
|
—
|
|
|
6,248
|
|
|
25,889
|
|
|
—
|
|
|
32,137
|
|
||||||
(Increase) decrease in prepaids and other
current assets
|
86
|
|
|
—
|
|
|
(11,150
|
)
|
|
(17,934
|
)
|
|
—
|
|
|
(28,998
|
)
|
||||||
Decrease in accrued expenses
|
(512
|
)
|
|
(246
|
)
|
|
(25,448
|
)
|
|
(45,445
|
)
|
|
—
|
|
|
(71,651
|
)
|
||||||
Decrease in accounts payable
|
—
|
|
|
—
|
|
|
(5,619
|
)
|
|
(8,188
|
)
|
|
—
|
|
|
(13,807
|
)
|
||||||
Increase (decrease) in accrued interest
|
—
|
|
|
6,632
|
|
|
(3,774
|
)
|
|
50
|
|
|
—
|
|
|
2,908
|
|
||||||
Increase in deferred income
|
—
|
|
|
—
|
|
|
12,661
|
|
|
23,397
|
|
|
—
|
|
|
36,058
|
|
||||||
Changes in other operating assets and liabilities
|
—
|
|
|
—
|
|
|
7,226
|
|
|
119
|
|
|
—
|
|
|
7,345
|
|
||||||
Net cash provided by operating
activities
|
$
|
2,593
|
|
|
$
|
7,420
|
|
|
$
|
22,458
|
|
|
$
|
56,294
|
|
|
$
|
—
|
|
|
$
|
88,765
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant and equipment
|
—
|
|
|
—
|
|
|
(26,689
|
)
|
|
(70,366
|
)
|
|
—
|
|
|
(97,055
|
)
|
||||||
Proceeds from disposal of assets
|
—
|
|
|
—
|
|
|
347,763
|
|
|
235,889
|
|
|
—
|
|
|
583,652
|
|
||||||
Purchases of other operating assets
|
—
|
|
|
—
|
|
|
(1,436
|
)
|
|
(234
|
)
|
|
—
|
|
|
(1,670
|
)
|
||||||
Increase in intercompany notes receivable, net
|
—
|
|
|
(4,000
|
)
|
|
—
|
|
|
—
|
|
|
4,000
|
|
|
—
|
|
||||||
Dividends from subsidiaries
|
—
|
|
|
—
|
|
|
234,962
|
|
|
—
|
|
|
(234,962
|
)
|
|
—
|
|
||||||
Change in other, net
|
—
|
|
|
(79
|
)
|
|
(1
|
)
|
|
(30,246
|
)
|
|
79
|
|
|
(30,247
|
)
|
||||||
Net cash provided by (used for) investing activities
|
$
|
—
|
|
|
$
|
(4,079
|
)
|
|
$
|
554,599
|
|
|
$
|
135,043
|
|
|
$
|
(230,883
|
)
|
|
$
|
454,680
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments on credit facilities
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,157
|
)
|
|
—
|
|
|
(1,157
|
)
|
||||||
Payments on long-term debt
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
(1,078
|
)
|
|
—
|
|
|
(1,116
|
)
|
||||||
Net transfers to iHeartCommunications
|
241,169
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
241,169
|
|
||||||
Dividends and other payments to
noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,247
|
)
|
|
—
|
|
|
(1,247
|
)
|
||||||
Dividends paid
|
(754,643
|
)
|
|
—
|
|
|
—
|
|
|
(234,554
|
)
|
|
234,962
|
|
|
(754,235
|
)
|
||||||
Increase (decrease) in intercompany notes payable, net
|
—
|
|
|
—
|
|
|
(3,588
|
)
|
|
7,588
|
|
|
(4,000
|
)
|
|
—
|
|
||||||
Intercompany funding
|
568,260
|
|
|
(3,341
|
)
|
|
(574,725
|
)
|
|
9,806
|
|
|
—
|
|
|
—
|
|
||||||
Change in other, net
|
(888
|
)
|
|
—
|
|
|
800
|
|
|
(120
|
)
|
|
(79
|
)
|
|
(287
|
)
|
||||||
Net cash provided by (used for) financing activities
|
53,898
|
|
|
(3,341
|
)
|
|
(577,551
|
)
|
|
(220,762
|
)
|
|
230,883
|
|
|
(516,873
|
)
|
||||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
212
|
|
|
—
|
|
|
212
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
56,491
|
|
|
—
|
|
|
(494
|
)
|
|
(29,213
|
)
|
|
—
|
|
|
26,784
|
|
||||||
Cash and cash equivalents at beginning of year
|
218,701
|
|
|
—
|
|
|
18,455
|
|
|
175,587
|
|
|
—
|
|
|
412,743
|
|
||||||
Cash and cash equivalents at end of year
|
$
|
275,192
|
|
|
$
|
—
|
|
|
$
|
17,961
|
|
|
$
|
146,374
|
|
|
$
|
—
|
|
|
$
|
439,527
|
|
(In thousands)
|
Six Months Ended June 30, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
|
|
Guarantor
|
|
Non-Guarantor
|
|
|
|
|
||||||||||||
|
Company
|
|
Issuer
|
|
Subsidiaries
|
|
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated net income (loss)
|
$
|
(7,533
|
)
|
|
$
|
4,634
|
|
|
$
|
(10,032
|
)
|
|
$
|
27,471
|
|
|
$
|
(38,207
|
)
|
|
$
|
(23,667
|
)
|
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
97,688
|
|
|
89,811
|
|
|
—
|
|
|
187,499
|
|
||||||
Deferred taxes
|
—
|
|
|
1,282
|
|
|
10,390
|
|
|
(5,361
|
)
|
|
—
|
|
|
6,311
|
|
||||||
Provision for doubtful accounts
|
—
|
|
|
—
|
|
|
1,845
|
|
|
3,299
|
|
|
—
|
|
|
5,144
|
|
||||||
Amortization of deferred financing
charges and note discounts, net
|
—
|
|
|
304
|
|
|
4,040
|
|
|
—
|
|
|
—
|
|
|
4,344
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
2,568
|
|
|
1,161
|
|
|
—
|
|
|
3,729
|
|
||||||
Gain on sale of operating and fixed assets,
net
|
—
|
|
|
—
|
|
|
(212
|
)
|
|
(2,390
|
)
|
|
—
|
|
|
(2,602
|
)
|
||||||
Equity in (earnings) loss of nonconsolidated affiliates
|
10,032
|
|
|
(15,729
|
)
|
|
(8,894
|
)
|
|
788
|
|
|
13,632
|
|
|
(171
|
)
|
||||||
Other reconciling items, net
|
—
|
|
|
(3,440
|
)
|
|
3
|
|
|
(32,169
|
)
|
|
—
|
|
|
(35,606
|
)
|
||||||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase in accounts receivable
|
—
|
|
|
—
|
|
|
(12,604
|
)
|
|
(28,317
|
)
|
|
—
|
|
|
(40,921
|
)
|
||||||
(Increase) decrease in prepaids and other current assets
|
(41
|
)
|
|
3,425
|
|
|
(17,487
|
)
|
|
(16,927
|
)
|
|
|
|
|
(31,030
|
)
|
||||||
Increase (decrease) in accrued expenses
|
17
|
|
|
7,025
|
|
|
(45,704
|
)
|
|
(20,186
|
)
|
|
—
|
|
|
(58,848
|
)
|
||||||
Decrease in accounts payable
|
—
|
|
|
—
|
|
|
(10,346
|
)
|
|
(2,658
|
)
|
|
10,465
|
|
|
(2,539
|
)
|
||||||
Increase (decrease in accrued interest
|
—
|
|
|
—
|
|
|
286
|
|
|
(924
|
)
|
|
—
|
|
|
(638
|
)
|
||||||
Increase in deferred income
|
—
|
|
|
—
|
|
|
16,513
|
|
|
24,227
|
|
|
—
|
|
|
40,740
|
|
||||||
Changes in other operating assets and liabilities
|
—
|
|
|
—
|
|
|
(2,997
|
)
|
|
5,711
|
|
|
—
|
|
|
2,714
|
|
||||||
Net cash provided by (used for) operating activities
|
$
|
2,475
|
|
|
$
|
(2,499
|
)
|
|
$
|
25,057
|
|
|
$
|
43,536
|
|
|
$
|
(14,110
|
)
|
|
$
|
54,459
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant and equipment
|
—
|
|
|
—
|
|
|
(25,968
|
)
|
|
(64,065
|
)
|
|
—
|
|
|
(90,033
|
)
|
||||||
Proceeds from disposal of assets
|
—
|
|
|
—
|
|
|
993
|
|
|
1,136
|
|
|
—
|
|
|
2,129
|
|
||||||
Purchases of other operating assets
|
—
|
|
|
—
|
|
|
(401
|
)
|
|
(452
|
)
|
|
—
|
|
|
(853
|
)
|
||||||
Increase in intercompany notes receivable, net
|
—
|
|
|
(7,327
|
)
|
|
(2,502
|
)
|
|
—
|
|
|
9,829
|
|
|
—
|
|
||||||
Change in other, net
|
—
|
|
|
—
|
|
|
(911
|
)
|
|
(1,032
|
)
|
|
907
|
|
|
(1,036
|
)
|
||||||
Net cash used for investing activities
|
$
|
—
|
|
|
$
|
(7,327
|
)
|
|
$
|
(28,789
|
)
|
|
$
|
(64,413
|
)
|
|
$
|
10,736
|
|
|
$
|
(89,793
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments on credit facilities
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,638
|
)
|
|
—
|
|
|
(2,638
|
)
|
||||||
Payments on long-term debt
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
||||||
Net transfers to iHeartCommunications
|
10,875
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,875
|
|
||||||
Dividends and other payments to
noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,099
|
)
|
|
—
|
|
|
(28,099
|
)
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,575
|
)
|
|
24,575
|
|
|
—
|
|
||||||
Increase in intercompany notes payable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
9,829
|
|
|
(9,829
|
)
|
|
—
|
|
||||||
Intercompany funding
|
(16,176
|
)
|
|
9,826
|
|
|
3,760
|
|
|
2,590
|
|
|
—
|
|
|
—
|
|
||||||
Change in other, net
|
2,826
|
|
|
—
|
|
|
(1
|
)
|
|
907
|
|
|
(907
|
)
|
|
2,825
|
|
||||||
Net cash provided by (used for) financing activities
|
(2,475
|
)
|
|
9,826
|
|
|
3,732
|
|
|
(41,986
|
)
|
|
13,839
|
|
|
(17,064
|
)
|
||||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,923
|
)
|
|
—
|
|
|
(3,923
|
)
|
||||||
Net decrease in cash and cash
equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(66,786
|
)
|
|
10,465
|
|
|
(56,321
|
)
|
||||||
Cash and cash equivalents at beginning of year
|
905
|
|
|
—
|
|
|
—
|
|
|
205,259
|
|
|
(19,960
|
)
|
|
186,204
|
|
||||||
Cash and cash equivalents at end of year
|
$
|
905
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
138,473
|
|
|
$
|
(9,495
|
)
|
|
$
|
129,883
|
|
•
|
Consolidated revenue
decreased
$10.7 million
during the three months ended
June 30, 2016
compared to the same period of
2015
. Excluding a
$6.2 million
impact from movements in foreign exchange rates, consolidated revenue
decreased
$4.5 million
during the three months ended
June 30, 2016
compared to the same period of
2015
.
|
•
|
In the first quarter, we sold nine non-strategic U.S. outdoor markets which generated revenue of
$27.1 million
in the three months ended
June 30, 2015
.
|
•
|
We sold our outdoor business in Turkey in June 2016. As a result, we recognized a net loss of $56.6 million, which includes $32.2 million in cumulative translation adjustments that were recognized upon sale of subsidiaries in Turkey.
|
(In thousands)
|
Three Months Ended June 30,
|
|
%
|
|
Six Months Ended June 30,
|
|
%
|
||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||
Revenue
|
$
|
712,146
|
|
|
$
|
722,819
|
|
|
(1.5)%
|
|
$
|
1,302,867
|
|
|
$
|
1,337,862
|
|
|
(2.6)%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Direct operating expenses (excludes depreciation and amortization)
|
366,061
|
|
|
372,342
|
|
|
(1.7)%
|
|
709,755
|
|
|
735,313
|
|
|
(3.5)%
|
||||
Selling, general and administrative expenses (excludes depreciation and amortization)
|
135,567
|
|
|
132,522
|
|
|
2.3%
|
|
262,368
|
|
|
259,652
|
|
|
1.0%
|
||||
Corporate expenses (excludes depreciation and amortization)
|
29,652
|
|
|
30,154
|
|
|
(1.7)%
|
|
57,891
|
|
|
58,907
|
|
|
(1.7)%
|
||||
Depreciation and amortization
|
86,974
|
|
|
93,405
|
|
|
(6.9)%
|
|
172,369
|
|
|
187,499
|
|
|
(8.1)%
|
||||
Other operating income (expense), net
|
(59,384
|
)
|
|
659
|
|
|
|
|
225,390
|
|
|
(4,785
|
)
|
|
|
||||
Operating income
|
34,508
|
|
|
95,055
|
|
|
|
|
325,874
|
|
|
91,706
|
|
|
|
||||
Interest expense
|
94,650
|
|
|
88,556
|
|
|
|
|
188,523
|
|
|
177,972
|
|
|
|
||||
Interest income on Due from iHeartCommunications
|
11,291
|
|
|
15,049
|
|
|
|
|
24,004
|
|
|
30,302
|
|
|
|
||||
Equity in earnings (loss) of nonconsolidated affiliates
|
(232
|
)
|
|
(351
|
)
|
|
|
|
(647
|
)
|
|
171
|
|
|
|
||||
Other income (expense), net
|
(33,871
|
)
|
|
15,276
|
|
|
|
|
(39,674
|
)
|
|
35,214
|
|
|
|
||||
Income (Loss) before income taxes
|
(82,954
|
)
|
|
36,473
|
|
|
|
|
121,034
|
|
|
(20,579
|
)
|
|
|
||||
Income tax benefit (expense)
|
21,712
|
|
|
(27,187
|
)
|
|
|
|
(41,200
|
)
|
|
(3,088
|
)
|
|
|
||||
Consolidated net income (loss)
|
(61,242
|
)
|
|
9,286
|
|
|
|
|
79,834
|
|
|
(23,667
|
)
|
|
|
||||
Less amount attributable to noncontrolling interest
|
7,857
|
|
|
7,876
|
|
|
|
|
8,833
|
|
|
8,441
|
|
|
|
||||
Net income (loss) attributable to the Company
|
$
|
(69,099
|
)
|
|
$
|
1,410
|
|
|
|
|
$
|
71,001
|
|
|
$
|
(32,108
|
)
|
|
|
(In thousands)
|
Three Months Ended June 30,
|
|
%
|
|
Six Months Ended June 30,
|
|
%
|
||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||
Revenue
|
$
|
325,533
|
|
|
$
|
341,286
|
|
|
(4.6)%
|
|
$
|
608,061
|
|
|
$
|
637,149
|
|
|
(4.6)%
|
Direct operating expenses
|
140,038
|
|
|
149,712
|
|
|
(6.5)%
|
|
278,050
|
|
|
295,946
|
|
|
(6.0)%
|
||||
SG&A expenses
|
57,831
|
|
|
57,346
|
|
|
0.8%
|
|
113,160
|
|
|
112,983
|
|
|
0.2%
|
||||
Depreciation and amortization
|
47,525
|
|
|
51,113
|
|
|
(7.0)%
|
|
93,641
|
|
|
101,453
|
|
|
(7.7)%
|
||||
Operating income
|
$
|
80,139
|
|
|
$
|
83,115
|
|
|
(3.6)%
|
|
$
|
123,210
|
|
|
$
|
126,767
|
|
|
(2.8)%
|
(In thousands)
|
Three Months Ended June 30,
|
|
%
|
|
Six Months Ended June 30,
|
|
%
|
||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||
Revenue
|
$
|
386,613
|
|
|
$
|
381,533
|
|
|
1.3%
|
|
$
|
694,806
|
|
|
$
|
700,713
|
|
|
(0.8)%
|
Direct operating expenses
|
226,023
|
|
|
222,630
|
|
|
1.5%
|
|
431,705
|
|
|
439,367
|
|
|
(1.7)%
|
||||
SG&A expenses
|
77,736
|
|
|
75,176
|
|
|
3.4%
|
|
149,208
|
|
|
146,669
|
|
|
1.7%
|
||||
Depreciation and amortization
|
38,177
|
|
|
40,956
|
|
|
(6.8)%
|
|
76,057
|
|
|
83,397
|
|
|
(8.8)%
|
||||
Operating income
|
$
|
44,677
|
|
|
$
|
42,771
|
|
|
4.5%
|
|
$
|
37,836
|
|
|
$
|
31,280
|
|
|
21.0%
|
(In thousands)
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Americas Outdoor Advertising
|
$
|
80,139
|
|
|
$
|
83,115
|
|
|
$
|
123,210
|
|
|
126,767
|
|
|
International Outdoor Advertising
|
44,677
|
|
|
42,771
|
|
|
37,836
|
|
|
31,280
|
|
||||
Corporate and other
(1)
|
(30,924
|
)
|
|
(31,490
|
)
|
|
(60,562
|
)
|
|
(61,556
|
)
|
||||
Other operating income (loss), net
|
(59,384
|
)
|
|
659
|
|
|
225,390
|
|
|
(4,785
|
)
|
||||
Consolidated operating income
|
$
|
34,508
|
|
|
$
|
95,055
|
|
|
$
|
325,874
|
|
|
$
|
91,706
|
|
(1)
|
Corporate and other includes expenses related to Americas and International as well as overall executive, administrative and support functions.
|
(In thousands)
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash provided by (used for):
|
|
|
|
||||
Operating activities
|
$
|
88,765
|
|
|
$
|
54,459
|
|
Investing activities
|
$
|
454,680
|
|
|
$
|
(89,793
|
)
|
Financing activities
|
$
|
(516,873
|
)
|
|
$
|
(17,064
|
)
|
(In millions)
|
June 30, 2016
|
|
December 31, 2015
|
||||
Clear Channel Worldwide Holdings Senior Notes due 2022
|
$
|
2,725.0
|
|
|
$
|
2,725.0
|
|
Clear Channel Worldwide Holdings Senior Subordinated Notes due 2020
|
2,200.0
|
|
|
2,200.0
|
|
||
Senior Revolving Credit Facility due 2018
(1)
|
—
|
|
|
—
|
|
||
Clear Channel International B.V. Senior Notes due 2020
|
225.0
|
|
|
225.0
|
|
||
Other debt
|
18.4
|
|
|
19.0
|
|
||
Original issue discount
|
(7.3
|
)
|
|
(7.8
|
)
|
||
Long-term debt fees
|
(45.9
|
)
|
|
(50.4
|
)
|
||
Total debt
|
5,115.2
|
|
|
5,110.8
|
|
||
Less: Cash and cash equivalents
|
439.5
|
|
|
412.7
|
|
||
Less: Due from iHeartCommunications
|
689.6
|
|
|
930.8
|
|
||
|
$
|
3,986.1
|
|
|
$
|
3,767.3
|
|
|
Four Quarters Ended
|
||
(In millions)
|
June 30, 2016
|
||
EBITDA
(as defined by the CCWH Senior Notes indentures)
|
$
|
681.3
|
|
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
|
(17.4
|
)
|
|
Extraordinary, non-recurring or unusual gains or losses or expenses (as referenced in the definition of EBITDA in the CCWH Senior Notes indentures)
|
(9.9
|
)
|
|
Non-cash charges
|
(14.1
|
)
|
|
Other items
|
22.0
|
|
|
Less: Depreciation and amortization, Impairment charges, Gains and losses on acquisitions and divestitures and Share-based compensation expense
|
(166.7
|
)
|
|
Operating income
|
495.2
|
|
|
Plus: Depreciation and amortization, Impairment charges, Gain (loss) on disposal of operating and fixed assets and Share-based compensation expense
|
162.8
|
|
|
Less: Interest expense
|
(366.2
|
)
|
|
Plus: Interest income on Due from iHeartCommunications
|
55.1
|
|
|
Less: Current income tax expense
|
(48.6
|
)
|
|
Plus: Other income, net
|
(62.5
|
)
|
|
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)
|
85.8
|
|
|
Change in assets and liabilities, net of assets acquired and liabilities assumed
|
11.6
|
|
|
Net cash provided by operating activities
|
$
|
333.2
|
|
•
|
risks associated with weak or uncertain global economic conditions and their impact on the capital markets;
|
•
|
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;
|
•
|
industry conditions, including competition;
|
•
|
the level of expenditures on advertising;
|
•
|
legislative or regulatory requirements;
|
•
|
fluctuations in operating costs;
|
•
|
technological changes and innovations;
|
•
|
changes in labor conditions and management;
|
•
|
capital expenditure requirements;
|
•
|
risks of doing business in foreign countries;
|
•
|
fluctuations in exchange rates and currency values;
|
•
|
the outcome of pending and future litigation;
|
•
|
taxes and tax disputes;
|
•
|
changes in interest rates;
|
•
|
shifts in population and other demographics;
|
•
|
access to capital markets and borrowed indebtedness;
|
•
|
our ability to implement our business strategies;
|
•
|
the risk that we may not be able to integrate the operations of acquired businesses successfully;
|
•
|
the risk that our strategic revenue and efficiency initiatives may not be entirely successful or that any cost savings achieved from such strategic revenue and efficiency initiatives may not persist;
|
•
|
the impact of our substantial indebtedness, including the effect of our leverage on our financial position and earnings;
|
•
|
our ability to generate sufficient cash from operations or other liquidity-generating transactions and our need to allocate significant amounts of our cash to make payments on our indebtedness, which in turn could reduce our financial flexibility and ability to fund other activities;
|
•
|
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 impact of the above and similar factors on iHeartCommunications, our primary direct or indirect external source of capital, which could have a significant need for capital in the future; and
|
•
|
certain other factors set forth in our other filings with the SEC.
|
▪
|
unfavorable fluctuations in operating costs, which we may be unwilling or unable to pass through to our customers;
|
▪
|
our inability to successfully adopt or are late in adopting technological changes and innovations that offer more attractive advertising alternatives than what we offer, which could result in a loss of advertising customers or lower advertising rates, which could have a material adverse effect on our operating results and financial performance;
|
▪
|
unfavorable shifts in population and other demographics, which may cause us to lose advertising customers as people migrate to markets where we have a smaller presence or which may cause advertisers to be willing to pay less in advertising fees if the general population shifts into a less desirable age or geographical demographic from an advertising perspective;
|
▪
|
adverse political effects and acts or threats of terrorism or military conflicts; and
|
▪
|
unfavorable changes in labor conditions, which may impair our ability to operate or require us to spend more to retain and attract key employees.
|
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
|
||||||
April 1 through April 30
|
77,326
|
|
|
$
|
4.17
|
|
|
|
|
|
$
|
—
|
|
May 1 through May 31
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
June 1 through June 30
|
702
|
|
|
4.17
|
|
|
—
|
|
|
—
|
|
||
Total
|
78,028
|
|
|
$
|
4.17
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
The shares indicated consist of shares of our Class A common stock tendered by employees to us during the three months ended
June 30, 2016
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
|
|
|
|
11*
|
|
Statement re: Computation of Income (Loss) Per Share.
|
31.1*
|
|
Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1**
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2**
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101*
|
|
Interactive Data Files.
|
|
|
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
|
|
|
|
August 4, 2016
|
|
/s/ SCOTT D. HAMILTON
|
|
|
Scott D. Hamilton
|
|
|
Senior Vice President, Chief Accounting Officer and
|
|
|
Assistant Secretary
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|---|---|---|
Anson Funds Management LP | 16,765,506 | 22,968,743 | |
Russell Investments Group, Ltd. | 544,251 | 604,117 | |
Pacer Advisors, Inc. | 401,000 | 371,004 | |
MetLife Investment Management, LLC | 176,289 | 241,516 | |
BNP PARIBAS FINANCIAL MARKETS | 57,238 | 78,416 | |
KLP KAPITALFORVALTNING AS | 39,000 | 43,290 | |
AMALGAMATED BANK | 12,573 | 14 | |
NISA INVESTMENT ADVISORS, LLC | 454 | 504 | |
Coppell Advisory Solutions LLC | 374 | 524 |
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
Mr. King has served as an Operating Partner at Atlas Merchant Capital, a global private equity fund, since November 2018. From December 2009 through March 2016, Mr. King held several senior roles at Barclays PLC (NYSE: BCS), an international investment banking firm, including serving as Chief Executive Officer of Investment Banking and Chairman of the Investment Banking Executive Committee. Mr. King was also a member of the Barclays Group Executive Committee, which oversees all of the Barclays PLC businesses. Mr. King served as a director of Leerink Partners LLC, a leading investment bank focused on the healthcare and life science industries, until its sale in January 2019. Mr. King also served on the board of directors of Panmure Gordon, a British corporate and institutional investment bank, from December 2018 until it completed its merger with Liberum Investment in May 2024. Additionally, Mr. King served as a director of Concord Acquisition Corp from December 2020 until its delisting in December 2022, as a director of Concord Acquisition Corp II from September 2021 to January 2023, as a director of Concord Acquisition Corp III (NYSE: CNDB), a blank check company, from November 2021 until its merger with GCT Semiconductor, Inc in March 2024, as a director of Silicon Valley Bank from September 2022 until March 2023, as a director of SVB Financial Group from September 2022 until its reorganization in November 2024 and as a director of Radius Global Infrastructure, Inc. (NASDAQ: RADI), an international aggregator of rental streams underlying wireless and other digital infrastructure sites, from November 2020 until its sale in September 2023. | |||
Scott R. Wells Mr. Wells has served as our Chief Executive Officer and a Director since January 2022. Mr. Wells has also served as Chief Executive Officer of Clear Channel Outdoor Americas since March 2015. Previously, Mr. Wells served as an Operating Partner at Bain Capital, LP, a leading private investment firm, from January 2011 to March 2015 and Executive Vice President from August 2007 to January 2011. Prior to joining Bain Capital, Mr. Wells held several executive positions at Dell Inc. (NYSE: DELL), including most recently as Vice President of Public Marketing and On-Line in the Americas from February 2005 to August 2007. Prior to Dell, he was a Partner at Bain & Co from July 2000 to December 2003 and served in other roles there since 1993 where he focused on technology and consumer-oriented companies. He currently serves as Chair of the Achievement Network and as Chair of the Outdoor Advertising Association of America, a national trade association representing out-of-home advertising companies. Key Qualifications and Experience • Extensive knowledge of the Company and important perspectives on the complex financial and operational matters at the Company. • Strategic vision and extensive experience in technology and advertising. • Experience highlighting innovation and embracing technology throughout his career. • Extensive business and leadership experience. Education • B.S./B.A., Virginia Polytechnic Institute and State University • M.B.A, University of Pennsylvania, The Wharton School | |||
Raymond (Ted) T. White Mr. White has served as Co-Founder and Managing Director of Legion Partners Asset Management, LLC, an institutional asset management firm specializing in deep fundamental research and concentrated long-term equity investing, since 2011, and he has served as Legion’s Chief Compliance Officer, since 2014. Previously, Mr. White served as Managing Director and as Chief Operating Officer of Knight Vinke Asset Management, a European-based investment management firm, from 2006 to 2011, including as a Non-Executive Director (Vice Chairman) from 2008 to 2011. Additionally, from 2006 to 2009, Mr. White served as a consultant to various institutional investors, primarily advising his clients on relationship investing strategies, operations, investment policy issues, corporate governance matters, executive compensation and company engagement. From 2005 to 2006, Mr. White served as the Deputy Director of the Council of Institutional Investors. Prior to that, Mr. White served in various roles for the California Public Employees’ Retirement System from 1999 to 2005, culminating with his service as a Portfolio Manager and Director of Corporate Governance. Prior to that, Mr. White served in various roles at the California State Treasurer’s Office from 1991 to 1999, including as an Investment Officer and Deputy State Treasurer. He is also a Chartered Financial Analyst (CFA) Charterholder. Key Qualifications and Experience • Extensive experience in investment, governance and asset management capabilities. • Extensive breadth of experience in public markets spanning several roles, industries and geographies. Education • B.S., California State University, Sacramento • M.B.A., California State University, Sacramento | |||
Lisa Hammitt Ms. Hammitt has served as Chairwoman of Intelsat, S.A., a Luxembourg-headquartered operator of medium-earth-orbit and geosynchronous orbit satellites in media and telecommunications, since 2023, after joining the board of directors in March 2022. Under her stewardship, Intelsat has achieved organic growth and announced a merger with SES S.A., a Luxembourg-based communications satellite operator, subject to closing. Previously, Ms. Hammitt served as the Executive Vice President, Artificial Intelligence and Chief Technology Officer at Davidson Technologies, a company providing solutions across the machine-learning pipeline and enhancing defense applications, from September 2020 to December 2022. Prior to joining Davidson Technologies, Ms. Hammitt served as the Global Vice President, Data and Artificial Intelligence at VISA Inc. (NYSE: V), a leading global credit card processing and data services company, from December 2017 to June 2020. Ms. Hammitt served as the Chief Executive Officer and Founder of Beseeq, Inc., an artificial intelligence-driven advertising start-up, from September 2016 to December 2017. She served as Vice President of Cloud Marketplace and SaaS at IBM Corporation (NYSE: IBM), a multinational computer hardware, software and service company, from June 2015 to August 2016. Before that, she was Vice President of Business Operations for Salesforce Community Cloud, an online brand platform of Salesforce, Inc. (NYSE: CRM), a leading SaaS services company, from August 2012 to May 2015. Earlier in her career, Ms. Hammitt headed mergers and acquisitions in Information Management and Cloud Computing at IBM and HP Inc. (NYSE: HPQ). Ms. Hammitt currently serves as a member of the boards of Auterion, a Zurich-based autonomous drone operating systems provider, and Sun Corporation, a Japan-based manufacturing company mainly engaged in the development, manufacture and sale of mobile data solution business and entertainment related business. She previously served on the boards of Glassbox, QuSecure, and Archetype AI. Ms. Hammitt also holds an advisor seat at Brighton Park Capital, an investment firm specializing in software, information services and technology-enabled services. Key Qualifications and Experience • Over three decades of experience in growing technology-oriented businesses, most recently in the application of artificial intelligence and quantum security to problems involving national security and space. • Track record of developing $100 million+ businesses. • Deep expertise in corporate restructuring. • Broad executive experience, including high-level leadership positions at multinational companies within the technology and media spaces. • Patent inventor holding issued and pending patents in topics ranging from ontology-driven information systems, content management, complex data graphs, blockchain security, quantum networks, and AI-enabled privacy. Education • B.A. in French and B.A. in Economics, University of California, Berkeley • Graduate Coursework in Artificial Intelligence, Stanford University • Executive Education, Stanford Law School and Harvard Business School | |||
John Dionne Mr. Dionne is a retired Senior Advisor at Blackstone Group L.P. (NYSE: BX), an investment firm, where he served from July 2013 to January 2024 and has served as a Senior Lecturer in the Finance Unit at the Harvard Business School since January 2014. He previously served as a director of Caesars Entertainment Corporation (NASDAQ: CZR), a large casino-entertainment company, from October 2017 to July 2020 and Pelmorex Corporation, an international weather content and technology company. He currently serves as a director of Cengage Learning Holdings II, Inc. and as a Senior Advisor to BayPine, a private investment firm, and Privacore Capital. Until he retired from his position as a Senior Managing Director of Blackstone, Mr. Dionne was most recently Global Head of its Private Equity Business Development and Investor Relations Groups and served as a member of Blackstone’s Private Equity and Valuation Committees. Mr. Dionne originally joined Blackstone in 2004 as the Founder and Chief Investment Officer of the Blackstone Distressed Securities Fund. Mr. Dionne began his career with PricewaterhouseCoopers. Key Qualifications and Experience • Extensive financial experience, including overall leadership of global fundraising efforts of over $25 billion for private equity investment vehicles at Blackstone Group L.P., and management of Blackstone Distressed Securities Firm with peak assets under management of over $2 billion, which provide valuable insights for the Company. • Previously was a Chartered Financial Analyst and Certified Public Accountant. • Significant experience as a director of companies and not-for-profit institutions. Education • B.S. Magna Cum Laude in Accounting, Economics and Finance, The University of Scranton • M.B.A., academic honors, Harvard Business School | |||
Joe Marchese Mr. Marchese has served as the Chief Executive Officer of Attention Capital, a media and technology holding company, since August 2019. Mr. Marchese is also the Co-Founder and Executive Chairman of Human Ventures Co., a leading start-up studio and venture fund, since February 2015 and has served as Partner/Co-Founder of Casa Komos Beverage Group, a portfolio of elevated hospitality brands, since 2019. From 2015 to 2019, he served as President of Advertising Revenue for Fox Networks Group, a television broadcasting company, a role in which he oversaw multi-billion dollar advertising sales, research and innovation for FOX Broadcast, FOX Sports, FS1, FX, FXX and National Geographic. Previously, Mr. Marchese co-founded and served as Chief Executive Officer of true[X], an advertising engagement technology company, from May 2013 until its acquisition by 21st Century Fox in February 2015. Prior to co-founding true[X], Mr. Marchese held various roles as a media executive, management consultant and multiple time entrepreneur. He has served as a board member of Cox Media Group, a large media, news and entertainment company, since February 2020. Mr. Marchese has also served as a board member of National CineMedia, Inc. since August 2023. In 2016, Mr. Marchese was inducted into the American Advertising Federation’s Advertising Hall of Achievement. Key Qualifications and Experience • Extensive experience and deep knowledge in the advertising industry. • Extensive experience in investment strategy. • Strong executive and leadership experience. • Significant experience as a board member. Education • B.A. in Economics and Finance, Bentley University | |||
Jinhy Yoon Ms. Yoon served as an Executive Vice President and Credit Analyst at PIMCO, an investment manager, covering technology, media and telecom companies from January 2010 to July 2024. Prior to joining PIMCO, she was an equity research analyst at J.P. Morgan Securities (NYSE: JPM) in San Francisco, focusing on the semiconductor capital equipment sector. Previously, Ms. Yoon covered integrated oil companies and independent refiners as an equity analyst at Bear Stearns and was a corporate attorney with Simpson Thacher & Bartlett LLP in New York. Ms. Yoon has served as a board member of Intelsat, S.A., a multinational satellite services provider headquartered in Luxembourg, since February 2022. She is also a retired Certified Public Accountant (CPA) with two years of public accounting experience. Key Qualifications and Experience • Extensive investment experience. • Broad accounting and legal background providing expertise in governance and financial oversight to the Board. Education • B.B.A, University of Notre Dame • J.D., Columbia University School of Law | |||
W. Benjamin Moreland Mr. Moreland is a private investor and retired Chief Executive Officer of Crown Castle International Corp. (NYSE: CCI), a provider of wireless infrastructure in the U.S., where he served as a member of the board of directors until his retirement in December 2023. Prior to his retirement, Mr. Moreland served as Executive Vice Chairman of Crown Castle from June 2016 to December 2017, President and Chief Executive Officer from July 2008 to May 2016 and Chief Financial Officer from 2000 through 2008. Mr. Moreland joined Crown Castle in 1999 after 15 years with Chase Manhattan Bank and predecessor banks, primarily in corporate finance and real estate investment banking. He is a former board member and Chairman of the Board of WIA-The Wireless Infrastructure Association and former member of the Executive Board of the National Association of Real Estate Investment Trusts (NAREIT). He also served on the board of directors of Calpine Corporation (NYSE: CPN) from 2009 until its privatization in March 2018 and Monogram Residential Trust (NYSE: MORE) from 2016 until its privatization in September 2017. Mr. Moreland is also a former member of the executive board of the Greater Houston Partnership. Mr. Moreland has also served as a member of the board of directors of Cheniere Energy, Inc. (NYSE: LNG) since January 2025. Mr. Moreland also currently serves as a board member of Houston Methodist Hospital. Mr. Moreland is a member of the University of Texas McCombs School of Business Advisory Council and the Bauer Board at the University of Houston. Key Qualifications and Experience • Diverse executive experience, financial and transactional acumen and strategic insight. • Effective leader, setting tone at the top. • Extensive breadth of experience in oversight areas. • Extensive experience and service as a public company board member. His experiences add deep knowledge and leadership depth to the Board. Education • B.B.A., The University of Texas at Austin • M.B.A, The University of Houston | |||
Andrew Hobson Mr. Hobson has served as Partner and Chief Financial Officer at Innovatus Capital Partners, LLC, a private investment firm, since January 2016. From 1994 to 2015, Mr. Hobson served in various roles at Univision Communications Inc. (now known as TelevisaUnivision, Inc.), a television and radio broadcasting company, including Senior Executive Vice President and Chief Financial Officer from October 2007 through February 2015, during which time he was responsible for all financial aspects of the company. Prior to his employment at Univision, Mr. Hobson served as a Principal at Chartwell Partners LLC from 1990 to 1994. Mr. Hobson has served as chairman of the board of directors of Cumulus Media, Inc. (NASDAQ: CMLS), a prominent audio-first media and entertainment company, since June 2018. Key Qualifications and Experience • Extensive experience in the media industry. • Deep experience in finance and accounting, including leading and structuring transactions in capital structures across varying economic cycles, and overseeing financial reporting, tax, capital allocation, financial and strategic planning. • Strong experience and service as a public company board member, including as chairman. • 30-year career building and leading teams of finance executives and raising billions in debt and equity financing. Education • B.S.E in Finance and B.S.E in Accounting, magna cum laude , University of Pennsylvania, The Wharton School |
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
All Other Compensation ($) |
Total ($) * |
||||||||||||||||||||||||||||
Scott R. Wells President and Chief Executive Officer |
|
2024 |
|
|
1,100,000 |
|
|
— |
|
|
7,011,444 |
|
|
1,560,740 |
|
|
5,000 |
|
|
9,677,184 |
|
||||||||||||||
2023 | 1,100,000 | — | 2,675,832 | 973,392 | 5,000 | 4,754,224 | |||||||||||||||||||||||||||||
2022 | 1,100,000 | — | 3,350,658 | 1,422,842 | 89,121 | 5,962,621 | |||||||||||||||||||||||||||||
David J. Sailer Executive Vice President, Chief Financial Officer |
|
2024 |
|
|
631,967 |
|
|
— |
|
|
2,951,900 |
|
|
766,025 |
|
|
5,000 |
|
|
4,354,892 |
|
||||||||||||||
2023 | — | — | — | — | — | — | |||||||||||||||||||||||||||||
2022 | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Lynn A. Feldman Executive Vice President, Chief Legal Officer and Corporate Secretary |
|
2024 |
|
|
650,000 |
|
|
— |
|
|
2,124,850 |
|
|
838,414 |
|
|
5,000 |
|
|
3,618,264 |
|
||||||||||||||
2023 | 650,000 | — | 852,499 | 552,147 | 5,000 | 2,059,646 | |||||||||||||||||||||||||||||
2022 | 608,356 | — | 759,055 | 719,649 | 5,000 | 2,092,060 | |||||||||||||||||||||||||||||
Justin Cochrane Chief Executive Officer, UK & Europe |
|
2024 |
|
|
479,172 |
|
|
119,793 |
|
|
631,086 |
|
|
578,642 |
|
|
50,941 |
|
|
1,859,634 |
|
||||||||||||||
2023 | 466,244 | 116,561 | 645,832 | 466,736 | 39,194 | 1,734,567 | |||||||||||||||||||||||||||||
2022 | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Jason A. Dilger Chief Accounting Officer |
|
2024 |
|
|
400,000 |
|
|
— |
|
|
353,407 |
|
|
295,168 |
|
|
5,000 |
|
|
1,053,575 |
|
||||||||||||||
2023 | 400,000 | — | 337,187 | 193,070 | 5,000 | 935,257 | |||||||||||||||||||||||||||||
2022 | 400,000 | — | 306,285 | 276,706 | 5,000 | 987,991 | |||||||||||||||||||||||||||||
Brian D. Coleman Former Executive Vice President, Chief Financial Officer |
|
2024 |
|
|
435,385 |
|
|
— |
|
|
— |
|
|
113,591 |
|
|
559,618 |
|
|
1,108,594 |
|
||||||||||||||
2023 | 687,671 | — | 1,395,000 | 553,201 | 5,000 | 2,640,872 | |||||||||||||||||||||||||||||
2022 | 650,000 | — | 1,186,024 | 764,336 | 5,000 | 2,605,360 |
No Customers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
MORENO ARTURO R | - | 63,064,000 | 0 |
WELLS SCOTT | - | 3,392,200 | 40,000 |
WELLS SCOTT | - | 3,028,700 | 40,000 |
Eccleshare Christopher William | - | 1,574,300 | 0 |
COCHRANE JUSTIN | - | 1,086,840 | 0 |
FELDMAN LYNN | - | 1,082,030 | 0 |
COCHRANE JUSTIN | - | 870,937 | 0 |
DILGER JASON | - | 559,249 | 0 |
Sailer David | - | 463,000 | 0 |
Dionne John D. | - | 369,266 | 0 |
White Raymond T. | - | 293,857 | 900 |
YOON JINHY | - | 39,276 | 0 |
JONES TIMOTHY PETER | - | 23,821 | 0 |
PACIFIC INVESTMENT MANAGEMENT CO LLC | - | 0 | 104,813,000 |
ARES MANAGEMENT LLC | - | 0 | 55,829,000 |