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[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2018 |
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO __________
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Delaware
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26-0241222
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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20880 Stone Oak Parkway
San Antonio, Texas
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78258
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(Address of principal executive offices)
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(Zip Code)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company [ ] Emerging growth company [ ]
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
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Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
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Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class
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Outstanding at July 26, 2018
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~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~
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~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~
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Class A Common Stock, $.001 par value
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31,789,542
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(1)
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Class B Common Stock, $.001 par value
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555,556
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Class C Common Stock, $.001 par value
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58,967,502
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Class D Common Stock, $.001 par value
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—
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(1) Outstanding Class A common stock includes 111,291 shares owned by a subsidiary
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Page No.
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Part I – Financial Information
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Part II – Other Information
|
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|
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Item 1.
|
||
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Item 1A.
|
||
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Item 2.
|
||
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Item 3.
|
||
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Item 4.
|
||
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Item 5.
|
||
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Item 6.
|
||
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(In thousands, except share and per share data)
|
June 30,
2018 |
|
December 31,
2017 |
||||
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(Unaudited)
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||||
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CURRENT ASSETS
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||||
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Cash and cash equivalents
|
$
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261,763
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$
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267,109
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Accounts receivable, net of allowance of $49,549 in 2018 and $48,450 in 2017
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1,419,039
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1,508,370
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Prepaid expenses
|
245,444
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|
209,330
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Other current assets
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97,127
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|
82,538
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Total Current Assets
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2,023,373
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|
2,067,347
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PROPERTY, PLANT AND EQUIPMENT
|
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Structures, net
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1,084,611
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1,180,882
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Other property, plant and equipment, net
|
670,668
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703,832
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INTANGIBLE ASSETS AND GOODWILL
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||||
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Indefinite-lived intangibles - licenses
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2,451,288
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2,451,813
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Indefinite-lived intangibles - permits
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977,152
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977,152
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Other intangibles, net
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457,051
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550,056
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Goodwill
|
4,043,910
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4,051,082
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OTHER ASSETS
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||||
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Other assets
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278,193
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|
278,267
|
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Total Assets
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$
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11,986,246
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$
|
12,260,431
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CURRENT LIABILITIES
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Accounts payable
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$
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149,978
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$
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163,449
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Accrued expenses
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729,284
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764,275
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Accrued interest
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1,937
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268,102
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Deferred income
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236,818
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186,404
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Current portion of long-term debt
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125,429
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14,972,367
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Total Current Liabilities
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1,243,446
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16,354,597
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Long-term debt
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5,272,099
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5,676,814
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Deferred income taxes
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365,906
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959,390
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Other long-term liabilities
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495,496
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613,974
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Liabilities subject to compromise
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16,471,629
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—
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Commitments and contingent liabilities (Note 5)
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STOCKHOLDERS’ DEFICIT
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Noncontrolling interest
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17,861
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41,191
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Class A Common Stock, par value $.001 per share, authorized 400,000,000 shares, issued 32,478,591 and 32,626,168 shares in 2018 and 2017, respectively
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32
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32
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Class B Common Stock, par value $.001 per share, authorized 150,000,000 shares, issued 555,556 shares in 2018 and 2017
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1
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1
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Class C Common Stock, par value $.001 per share, authorized 100,000,000 shares, issued 58,967,502 shares in 2018 and 2017
|
59
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|
|
59
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|
||
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Class D Common Stock, par value $.001 per share, authorized 200,000,000 shares, no shares issued in 2018 and 2017
|
—
|
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—
|
|
||
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Additional paid-in capital
|
2,073,738
|
|
|
2,072,566
|
|
||
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Accumulated deficit
|
(13,630,329
|
)
|
|
(13,142,001
|
)
|
||
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Accumulated other comprehensive loss
|
(321,199
|
)
|
|
(313,718
|
)
|
||
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Cost of shares (659,760 in 2018 and 610,991 in 2017) held in treasury
|
(2,493
|
)
|
|
(2,474
|
)
|
||
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Total Stockholders' Deficit
|
(11,862,330
|
)
|
|
(11,344,344
|
)
|
||
|
Total Liabilities and Stockholders' Deficit
|
$
|
11,986,246
|
|
|
$
|
12,260,431
|
|
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(In thousands, except share and per share data)
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
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2018
|
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2017
|
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2018
|
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2017
|
||||||||
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Revenue
|
$
|
1,600,842
|
|
|
$
|
1,590,368
|
|
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$
|
2,970,803
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|
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$
|
2,919,690
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|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
|
Direct operating expenses (excludes depreciation and amortization)
|
636,641
|
|
|
616,952
|
|
|
1,239,309
|
|
|
1,189,941
|
|
||||
|
Selling, general and administrative expenses (excludes depreciation and amortization)
|
451,490
|
|
|
447,290
|
|
|
924,477
|
|
|
897,909
|
|
||||
|
Corporate expenses (excludes depreciation and amortization)
|
79,626
|
|
|
77,158
|
|
|
158,360
|
|
|
155,520
|
|
||||
|
Depreciation and amortization
|
147,644
|
|
|
147,795
|
|
|
299,078
|
|
|
293,901
|
|
||||
|
Other operating income (expense), net
|
(289
|
)
|
|
6,916
|
|
|
(3,575
|
)
|
|
38,000
|
|
||||
|
Operating income
|
285,152
|
|
|
308,089
|
|
|
346,004
|
|
|
420,419
|
|
||||
|
Interest expense (excludes contractual interest of $373,934 and $440,258 for the three and six months ended June 30, 2018, respectively)
|
107,600
|
|
|
463,160
|
|
|
525,997
|
|
|
918,497
|
|
||||
|
Equity in earnings (loss) of nonconsolidated affiliates
|
(38
|
)
|
|
240
|
|
|
119
|
|
|
(2
|
)
|
||||
|
Other income (expense), net
|
(28,279
|
)
|
|
1,647
|
|
|
(29,242
|
)
|
|
(13,727
|
)
|
||||
|
Reorganization items, net
|
68,740
|
|
|
—
|
|
|
260,795
|
|
|
—
|
|
||||
|
Income (loss) before income taxes
|
80,495
|
|
|
(153,184
|
)
|
|
(469,911
|
)
|
|
(511,807
|
)
|
||||
|
Income tax expense
|
(146,785
|
)
|
|
(17,408
|
)
|
|
(29,419
|
)
|
|
(48,092
|
)
|
||||
|
Consolidated net loss
|
(66,290
|
)
|
|
(170,592
|
)
|
|
(499,330
|
)
|
|
(559,899
|
)
|
||||
|
Less amount attributable to noncontrolling interest
|
3,609
|
|
|
5,762
|
|
|
(12,437
|
)
|
|
6,225
|
|
||||
|
Net loss attributable to the Company
|
$
|
(69,899
|
)
|
|
$
|
(176,354
|
)
|
|
$
|
(486,893
|
)
|
|
$
|
(566,124
|
)
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency translation adjustments
|
(19,094
|
)
|
|
21,270
|
|
|
(12,533
|
)
|
|
30,922
|
|
||||
|
Unrealized holding gain on marketable securities
|
—
|
|
|
159
|
|
|
—
|
|
|
102
|
|
||||
|
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,644
|
)
|
||||
|
Other comprehensive income (loss)
|
(19,094
|
)
|
|
21,429
|
|
|
(12,533
|
)
|
|
29,380
|
|
||||
|
Comprehensive loss
|
(88,993
|
)
|
|
(154,925
|
)
|
|
(499,426
|
)
|
|
(536,744
|
)
|
||||
|
Less amount attributable to noncontrolling interest
|
(9,063
|
)
|
|
7,516
|
|
|
(3,617
|
)
|
|
6,053
|
|
||||
|
Comprehensive loss attributable to the Company
|
$
|
(79,930
|
)
|
|
$
|
(162,441
|
)
|
|
$
|
(495,809
|
)
|
|
$
|
(542,797
|
)
|
|
Net loss attributable to the Company per common share:
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
(0.82
|
)
|
|
$
|
(2.08
|
)
|
|
$
|
(5.71
|
)
|
|
$
|
(6.68
|
)
|
|
Weighted average common shares outstanding - Basic
|
85,280
|
|
|
84,869
|
|
|
85,248
|
|
|
84,812
|
|
||||
|
Diluted
|
$
|
(0.82
|
)
|
|
$
|
(2.08
|
)
|
|
$
|
(5.71
|
)
|
|
$
|
(6.68
|
)
|
|
Weighted average common shares outstanding - Diluted
|
85,280
|
|
|
84,869
|
|
|
85,248
|
|
|
84,812
|
|
||||
|
(In thousands)
|
Six Months Ended June 30,
|
||||||
|
|
2018
|
|
2017
|
||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Consolidated net loss
|
$
|
(499,330
|
)
|
|
$
|
(559,899
|
)
|
|
Reconciling items:
|
|
|
|
||||
|
Depreciation and amortization
|
299,078
|
|
|
293,901
|
|
||
|
Deferred taxes
|
19,230
|
|
|
3,105
|
|
||
|
Provision for doubtful accounts
|
15,959
|
|
|
13,662
|
|
||
|
Amortization of deferred financing charges and note discounts, net
|
17,164
|
|
|
28,323
|
|
||
|
Non-cash Reorganization items, net
|
254,920
|
|
|
—
|
|
||
|
Share-based compensation
|
4,797
|
|
|
5,481
|
|
||
|
(Gain) loss on disposal of operating and other assets
|
1,028
|
|
|
(41,823
|
)
|
||
|
Equity in (earnings) loss of nonconsolidated affiliates
|
(119
|
)
|
|
2
|
|
||
|
Barter and trade income
|
(4,982
|
)
|
|
(25,766
|
)
|
||
|
Other reconciling items, net
|
6,251
|
|
|
(12,027
|
)
|
||
|
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
||||
|
(Increase) decrease in accounts receivable
|
63,030
|
|
|
(50,132
|
)
|
||
|
Increase in prepaid expenses and other current assets
|
(38,993
|
)
|
|
(48,482
|
)
|
||
|
Decrease in accrued expenses
|
(62,563
|
)
|
|
(72,402
|
)
|
||
|
Increase (decrease) in accounts payable
|
34,119
|
|
|
(30,679
|
)
|
||
|
Increase in accrued interest
|
301,887
|
|
|
16,449
|
|
||
|
Increase in deferred income
|
39,388
|
|
|
27,286
|
|
||
|
Changes in other operating assets and liabilities
|
(6,507
|
)
|
|
(219
|
)
|
||
|
Net cash provided by (used for) operating activities
|
444,357
|
|
|
(453,220
|
)
|
||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Purchases of other investments
|
(253
|
)
|
|
—
|
|
||
|
Proceeds from sale of other investments
|
7,713
|
|
|
628
|
|
||
|
Purchases of property, plant and equipment
|
(88,621
|
)
|
|
(136,620
|
)
|
||
|
Proceeds from disposal of assets
|
3,872
|
|
|
60,254
|
|
||
|
Purchases of other operating assets
|
(340
|
)
|
|
(1,961
|
)
|
||
|
Change in other, net
|
(656
|
)
|
|
(2,848
|
)
|
||
|
Net cash used for investing activities
|
(78,285
|
)
|
|
(80,547
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Draws on credit facilities
|
143,332
|
|
|
3,125
|
|
||
|
Payments on credit facilities
|
(133,308
|
)
|
|
(25,761
|
)
|
||
|
Payments on long-term debt
|
(363,758
|
)
|
|
(3,470
|
)
|
||
|
Dividends and other payments to noncontrolling interests
|
(5,073
|
)
|
|
(28,271
|
)
|
||
|
Change in other, net
|
(2,014
|
)
|
|
(1,202
|
)
|
||
|
Net cash used for financing activities
|
(360,821
|
)
|
|
(55,579
|
)
|
||
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(4,699
|
)
|
|
6,660
|
|
||
|
Net increase (decrease) in cash, cash equivalents and restricted cash
|
552
|
|
|
(582,686
|
)
|
||
|
Cash, cash equivalents and restricted cash at beginning of period
|
311,300
|
|
|
866,184
|
|
||
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
311,852
|
|
|
$
|
283,498
|
|
|
SUPPLEMENTAL DISCLOSURES:
|
|
|
|
||||
|
Cash paid for interest
|
$
|
206,948
|
|
|
$
|
876,000
|
|
|
Cash paid for income taxes
|
23,375
|
|
|
24,732
|
|
||
|
Cash paid for Reorganization items, net
|
5,875
|
|
|
—
|
|
||
|
|
December 31, 2017
|
||||||||||
|
(In thousands)
|
As Reported
|
|
Correction
|
|
Revised
|
||||||
|
Other long-term liabilities
|
$
|
597,085
|
|
|
$
|
16,889
|
|
|
$
|
613,974
|
|
|
Noncontrolling interest
|
42,764
|
|
|
(1,573
|
)
|
|
41,191
|
|
|||
|
Accumulated deficit
|
(13,127,843
|
)
|
|
(14,158
|
)
|
|
(13,142,001
|
)
|
|||
|
Accumulated other comprehensive loss
|
(312,560
|
)
|
|
(1,158
|
)
|
|
(313,718
|
)
|
|||
|
Total Stockholders' Deficit
|
(11,327,455
|
)
|
|
(16,889
|
)
|
|
(11,344,344
|
)
|
|||
|
|
Three Months Ended June 30, 2017
|
||||||||||
|
(In thousands)
|
As Reported
|
|
Correction
|
|
Revised
|
||||||
|
Direct operating expenses (excludes depreciation and amortization)
|
$
|
614,377
|
|
|
$
|
2,575
|
|
|
$
|
616,952
|
|
|
Operating income
|
310,664
|
|
|
(2,575
|
)
|
|
308,089
|
|
|||
|
Loss before income taxes
|
(150,609
|
)
|
|
(2,575
|
)
|
|
(153,184
|
)
|
|||
|
Consolidated net loss
|
(168,017
|
)
|
|
(2,575
|
)
|
|
(170,592
|
)
|
|||
|
Less amount attributable to noncontrolling interest
|
6,020
|
|
|
(258
|
)
|
|
5,762
|
|
|||
|
Net loss attributable to the Company
|
(174,037
|
)
|
|
(2,317
|
)
|
|
(176,354
|
)
|
|||
|
Foreign currency translation adjustments
|
21,927
|
|
|
(657
|
)
|
|
21,270
|
|
|||
|
Other comprehensive income
|
22,086
|
|
|
(657
|
)
|
|
21,429
|
|
|||
|
Comprehensive loss
|
(151,951
|
)
|
|
(2,974
|
)
|
|
(154,925
|
)
|
|||
|
Comprehensive loss attributable to the Company
|
(159,467
|
)
|
|
(2,974
|
)
|
|
(162,441
|
)
|
|||
|
Basic loss per share
|
(2.05
|
)
|
|
(0.03
|
)
|
|
(2.08
|
)
|
|||
|
Diluted loss per share
|
(2.05
|
)
|
|
(0.03
|
)
|
|
(2.08
|
)
|
|||
|
|
Six Months Ended June 30, 2017
|
||||||||||
|
(In thousands)
|
As Reported
|
|
Correction
|
|
Revised
|
||||||
|
Direct operating expenses (excludes depreciation and amortization)
|
$
|
1,185,639
|
|
|
$
|
4,302
|
|
|
$
|
1,189,941
|
|
|
Operating income
|
424,721
|
|
|
(4,302
|
)
|
|
420,419
|
|
|||
|
Loss before income taxes
|
(507,505
|
)
|
|
(4,302
|
)
|
|
(511,807
|
)
|
|||
|
Consolidated net loss
|
(555,597
|
)
|
|
(4,302
|
)
|
|
(559,899
|
)
|
|||
|
Less amount attributable to noncontrolling interest
|
6,655
|
|
|
(430
|
)
|
|
6,225
|
|
|||
|
Net loss attributable to the Company
|
(562,252
|
)
|
|
(3,872
|
)
|
|
(566,124
|
)
|
|||
|
Foreign currency translation adjustments
|
31,655
|
|
|
(733
|
)
|
|
30,922
|
|
|||
|
Other comprehensive income
|
30,113
|
|
|
(733
|
)
|
|
29,380
|
|
|||
|
Comprehensive loss
|
(532,139
|
)
|
|
(4,605
|
)
|
|
(536,744
|
)
|
|||
|
Comprehensive loss attributable to the Company
|
(538,192
|
)
|
|
(4,605
|
)
|
|
(542,797
|
)
|
|||
|
Basic loss per share
|
(6.63
|
)
|
|
(0.05
|
)
|
|
(6.68
|
)
|
|||
|
Diluted loss per share
|
(6.63
|
)
|
|
(0.05
|
)
|
|
(6.68
|
)
|
|||
|
•
|
Reclassification of Debtor pre-petition liabilities that are unsecured, under-secured or where it cannot be determined that the liabilities are fully secured, to a separate line item in the Consolidated Balance Sheet called, "Liabilities subject to compromise"; and
|
|
•
|
Segregation of Reorganization items, net as a separate line in the Consolidated Statement of Comprehensive Loss, outside of income from continuing operations.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
(In thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
Consolidated:
|
|
|
|
|
|
|
|
||||||||
|
Trade and barter revenues
|
$
|
40,318
|
|
|
$
|
52,023
|
|
|
$
|
97,710
|
|
|
$
|
112,444
|
|
|
Trade and barter expenses
|
34,398
|
|
|
35,836
|
|
|
102,671
|
|
|
91,830
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
iHM Segment:
|
|
|
|
|
|
|
|
||||||||
|
Trade and barter revenues
|
$
|
35,992
|
|
|
$
|
47,184
|
|
|
$
|
89,938
|
|
|
$
|
103,280
|
|
|
Trade and barter expenses
|
31,690
|
|
|
33,859
|
|
|
96,220
|
|
|
86,356
|
|
||||
|
(In thousands)
|
June 30,
2018 |
|
December 31, 2017
|
||||
|
Cash and cash equivalents
|
$
|
261,763
|
|
|
$
|
267,109
|
|
|
Restricted cash included in:
|
|
|
|
||||
|
Other current assets
|
33,537
|
|
|
26,096
|
|
||
|
Other assets
|
16,552
|
|
|
18,095
|
|
||
|
Total cash, cash equivalents and restricted cash in the Statement of Cash Flows
|
$
|
311,852
|
|
|
$
|
311,300
|
|
|
(In thousands)
|
June 30,
2018 |
||
|
Cash and cash equivalents
|
$
|
57,370
|
|
|
Restricted cash included in:
|
|
||
|
Other current assets
|
3,203
|
|
|
|
Total cash, cash equivalents and restricted cash in the Statement of Cash Flows
|
$
|
60,573
|
|
|
•
|
The primary source of revenue in the iHM segment is the sale of advertising on the Company’s broadcast radio stations, its iHeartRadio mobile application and website, station websites, and national and local live events. This segment also generates revenues from traffic and weather data, programming talent, network compensation, and other miscellaneous transactions.
|
|
•
|
The Americas outdoor and International outdoor segments generate revenue primarily from the sale of advertising space on printed and digital displays, including billboards, street furniture displays, transit displays and retail displays.
|
|
•
|
The Company also generates revenue through contractual commissions realized from the sale of national spot and online advertising for clients of its full-service media representation business, Katz Media, which is reported in the Company’s Other segment.
|
|
(In thousands)
|
iHM
|
|
Americas Outdoor
(1)
|
|
International Outdoor
(1)
|
|
Other
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
Three Months Ended June 30, 2018
|
|||||||||||||||||||||||
|
Revenue from contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
United States
|
$
|
849,553
|
|
|
$
|
115,488
|
|
|
$
|
—
|
|
|
$
|
38,497
|
|
|
$
|
(1,125
|
)
|
|
$
|
1,002,413
|
|
|
Other Americas
|
98
|
|
|
634
|
|
|
17,864
|
|
|
—
|
|
|
—
|
|
|
18,596
|
|
||||||
|
Europe
|
2,468
|
|
|
—
|
|
|
225,538
|
|
|
—
|
|
|
—
|
|
|
228,006
|
|
||||||
|
Asia-Pacific and other
|
4,002
|
|
|
—
|
|
|
5,643
|
|
|
—
|
|
|
—
|
|
|
9,645
|
|
||||||
|
Eliminations
|
(3,473
|
)
|
|
—
|
|
|
71
|
|
|
—
|
|
|
—
|
|
|
(3,402
|
)
|
||||||
|
Total
|
852,648
|
|
|
116,122
|
|
|
249,116
|
|
|
38,497
|
|
|
(1,125
|
)
|
|
1,255,258
|
|
||||||
|
Revenue from leases
|
619
|
|
|
183,800
|
|
|
162,942
|
|
|
—
|
|
|
(1,777
|
)
|
|
345,584
|
|
||||||
|
Revenue, total
|
$
|
853,267
|
|
|
$
|
299,922
|
|
|
$
|
412,058
|
|
|
$
|
38,497
|
|
|
$
|
(2,902
|
)
|
|
$
|
1,600,842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Three Months Ended June 30, 2017
|
|||||||||||||||||||||||
|
Revenue from contracts with customers:
|
|||||||||||||||||||||||
|
United States
|
$
|
879,862
|
|
|
$
|
108,520
|
|
|
$
|
—
|
|
|
$
|
35,609
|
|
|
$
|
(867
|
)
|
|
$
|
1,023,124
|
|
|
Other Americas
|
426
|
|
|
4,260
|
|
|
19,165
|
|
|
—
|
|
|
—
|
|
|
23,851
|
|
||||||
|
Europe
|
2,395
|
|
|
—
|
|
|
198,313
|
|
|
—
|
|
|
—
|
|
|
200,708
|
|
||||||
|
Asia-Pacific and other
|
4,152
|
|
|
406
|
|
|
4,825
|
|
|
—
|
|
|
—
|
|
|
9,383
|
|
||||||
|
Eliminations
|
(3,651
|
)
|
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
(3,611
|
)
|
||||||
|
Total
|
883,184
|
|
|
113,186
|
|
|
222,343
|
|
|
35,609
|
|
|
(867
|
)
|
|
1,253,455
|
|
||||||
|
Revenue from leases
|
1,196
|
|
|
187,005
|
|
|
149,785
|
|
|
—
|
|
|
(1,073
|
)
|
|
336,913
|
|
||||||
|
Revenue, total
|
$
|
884,380
|
|
|
$
|
300,191
|
|
|
$
|
372,128
|
|
|
$
|
35,609
|
|
|
$
|
(1,940
|
)
|
|
$
|
1,590,368
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Six Months Ended June 30, 2018
|
|||||||||||||||||||||||
|
Revenue from contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
United States
|
$
|
1,589,998
|
|
|
$
|
211,635
|
|
|
$
|
—
|
|
|
$
|
66,715
|
|
|
$
|
(1,438
|
)
|
|
$
|
1,866,910
|
|
|
Other Americas
|
176
|
|
|
1,284
|
|
|
34,656
|
|
|
—
|
|
|
—
|
|
|
36,116
|
|
||||||
|
Europe
|
5,062
|
|
|
—
|
|
|
413,919
|
|
|
—
|
|
|
—
|
|
|
418,981
|
|
||||||
|
Asia-Pacific and other
|
8,252
|
|
|
—
|
|
|
12,151
|
|
|
—
|
|
|
—
|
|
|
20,403
|
|
||||||
|
Eliminations
|
(7,153
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,153
|
)
|
||||||
|
Total
|
1,596,335
|
|
|
212,919
|
|
|
460,726
|
|
|
66,715
|
|
|
(1,438
|
)
|
|
2,335,257
|
|
||||||
|
Revenue from leases
|
1,500
|
|
|
342,850
|
|
|
294,196
|
|
|
—
|
|
|
(3,000
|
)
|
|
635,546
|
|
||||||
|
Revenue, total
|
$
|
1,597,835
|
|
|
$
|
555,769
|
|
|
$
|
754,922
|
|
|
$
|
66,715
|
|
|
$
|
(4,438
|
)
|
|
$
|
2,970,803
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Six Months Ended June 30, 2017
|
|||||||||||||||||||||||
|
Revenue from contracts with customers:
|
|||||||||||||||||||||||
|
United States
|
$
|
1,633,194
|
|
|
$
|
202,182
|
|
|
$
|
—
|
|
|
$
|
64,880
|
|
|
$
|
(1,437
|
)
|
|
$
|
1,898,819
|
|
|
Other Americas
|
852
|
|
|
7,791
|
|
|
32,622
|
|
|
—
|
|
|
—
|
|
|
41,265
|
|
||||||
|
Europe
|
4,405
|
|
|
—
|
|
|
352,917
|
|
|
—
|
|
|
—
|
|
|
357,322
|
|
||||||
|
Asia-Pacific and other
|
7,957
|
|
|
406
|
|
|
10,281
|
|
|
—
|
|
|
—
|
|
|
18,644
|
|
||||||
|
Eliminations
|
(7,322
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,322
|
)
|
||||||
|
Total
|
1,639,086
|
|
|
210,379
|
|
|
395,820
|
|
|
64,880
|
|
|
(1,437
|
)
|
|
2,308,728
|
|
||||||
|
Revenue from leases
|
2,467
|
|
|
350,158
|
|
|
260,688
|
|
|
—
|
|
|
(2,351
|
)
|
|
610,962
|
|
||||||
|
Revenue, total
|
$
|
1,641,553
|
|
|
$
|
560,537
|
|
|
$
|
656,508
|
|
|
$
|
64,880
|
|
|
$
|
(3,788
|
)
|
|
$
|
2,919,690
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
(In thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
Accounts receivable from contracts with customers:
|
|
|
|
|
|
|
|
||||||||
|
Beginning balance, net of allowance
|
$
|
1,041,173
|
|
|
$
|
955,504
|
|
|
$
|
1,200,050
|
|
|
$
|
1,071,418
|
|
|
Additions (collections), net
|
73,497
|
|
|
160,063
|
|
|
(77,920
|
)
|
|
49,687
|
|
||||
|
Bad debt, net of recoveries
|
(6,752
|
)
|
|
(4,923
|
)
|
|
(14,212
|
)
|
|
(10,461
|
)
|
||||
|
Ending balance, net of allowance
|
1,107,918
|
|
|
1,110,644
|
|
|
1,107,918
|
|
|
1,110,644
|
|
||||
|
Accounts receivable from leases, net of allowance
|
311,121
|
|
|
312,936
|
|
|
311,121
|
|
|
312,936
|
|
||||
|
Total accounts receivable, net of allowance
|
$
|
1,419,039
|
|
|
$
|
1,423,580
|
|
|
$
|
1,419,039
|
|
|
$
|
1,423,580
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
(In thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
Deferred income from contracts with customers:
|
|
|
|
|
|
|
|
||||||||
|
Beginning balance
|
$
|
324,185
|
|
|
$
|
325,950
|
|
|
$
|
297,686
|
|
|
$
|
313,545
|
|
|
Revenue recognized, included in beginning balance
|
(99,376
|
)
|
|
(119,023
|
)
|
|
(155,379
|
)
|
|
(142,960
|
)
|
||||
|
Additions, net of revenue recognized during period
|
92,489
|
|
|
118,657
|
|
|
174,991
|
|
|
154,999
|
|
||||
|
Ending balance
|
317,298
|
|
|
325,584
|
|
|
317,298
|
|
|
325,584
|
|
||||
|
Deferred income from leases
|
59,814
|
|
|
61,937
|
|
|
59,814
|
|
|
61,937
|
|
||||
|
Total deferred income
|
377,112
|
|
|
387,521
|
|
|
377,112
|
|
|
387,521
|
|
||||
|
Less: Non-current portion, included in other long-term liabilities
|
140,294
|
|
|
154,315
|
|
|
140,294
|
|
|
154,315
|
|
||||
|
Total deferred income, current portion
|
$
|
236,818
|
|
|
$
|
233,206
|
|
|
$
|
236,818
|
|
|
$
|
233,206
|
|
|
(In thousands)
|
|||
|
2018
|
$
|
278,957
|
|
|
2019
|
37,024
|
|
|
|
2020
|
19,103
|
|
|
|
2021
|
13,683
|
|
|
|
2022
|
9,628
|
|
|
|
Thereafter
|
18,836
|
|
|
|
Total minimum future rentals
|
$
|
377,231
|
|
|
(In thousands)
|
June 30,
2018 |
|
December 31,
2017 |
||||
|
Land, buildings and improvements
|
$
|
564,528
|
|
|
$
|
562,702
|
|
|
Structures
|
2,821,508
|
|
|
2,864,442
|
|
||
|
Towers, transmitters and studio equipment
|
359,669
|
|
|
356,664
|
|
||
|
Furniture and other equipment
|
740,025
|
|
|
707,163
|
|
||
|
Construction in progress
|
65,790
|
|
|
74,810
|
|
||
|
|
4,551,520
|
|
|
4,565,781
|
|
||
|
Less: accumulated depreciation
|
2,796,241
|
|
|
2,681,067
|
|
||
|
Property, plant and equipment, net
|
$
|
1,755,279
|
|
|
$
|
1,884,714
|
|
|
(In thousands)
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
|
Transit, street furniture and other outdoor
contractual rights |
$
|
538,778
|
|
|
$
|
(440,758
|
)
|
|
$
|
548,918
|
|
|
$
|
(440,284
|
)
|
|
Customer / advertiser relationships
|
1,226,329
|
|
|
(1,194,312
|
)
|
|
1,226,314
|
|
|
(1,133,251
|
)
|
||||
|
Talent contracts
|
161,962
|
|
|
(145,152
|
)
|
|
161,962
|
|
|
(138,728
|
)
|
||||
|
Representation contracts
|
77,507
|
|
|
(67,112
|
)
|
|
77,507
|
|
|
(62,753
|
)
|
||||
|
Permanent easements
|
162,920
|
|
|
—
|
|
|
162,920
|
|
|
—
|
|
||||
|
Other
|
373,682
|
|
|
(236,793
|
)
|
|
372,292
|
|
|
(224,841
|
)
|
||||
|
Total
|
$
|
2,541,178
|
|
|
$
|
(2,084,127
|
)
|
|
$
|
2,549,913
|
|
|
$
|
(1,999,857
|
)
|
|
(In thousands)
|
|
||
|
2019
|
$
|
45,973
|
|
|
2020
|
$
|
39,147
|
|
|
2021
|
$
|
34,410
|
|
|
2022
|
$
|
29,203
|
|
|
2023
|
$
|
21,434
|
|
|
(In thousands)
|
iHM
|
|
Americas Outdoor
|
|
International Outdoor
|
|
Other
|
|
Consolidated
|
||||||||||
|
Balance as of December 31, 2016
|
$
|
3,288,481
|
|
|
$
|
505,478
|
|
|
$
|
190,785
|
|
|
$
|
81,831
|
|
|
$
|
4,066,575
|
|
|
Impairment
|
—
|
|
|
—
|
|
|
(1,591
|
)
|
|
—
|
|
|
(1,591
|
)
|
|||||
|
Acquisitions
|
2,442
|
|
|
2,252
|
|
|
—
|
|
|
—
|
|
|
4,694
|
|
|||||
|
Dispositions
|
(35,715
|
)
|
|
—
|
|
|
(1,817
|
)
|
|
—
|
|
|
(37,532
|
)
|
|||||
|
Foreign currency
|
—
|
|
|
—
|
|
|
18,847
|
|
|
—
|
|
|
18,847
|
|
|||||
|
Assets held for sale
|
—
|
|
|
89
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|||||
|
Balance as of December 31, 2017
|
$
|
3,255,208
|
|
|
$
|
507,819
|
|
|
$
|
206,224
|
|
|
$
|
81,831
|
|
|
$
|
4,051,082
|
|
|
Dispositions
|
(1,606
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,606
|
)
|
|||||
|
Foreign currency
|
—
|
|
|
—
|
|
|
(5,566
|
)
|
|
—
|
|
|
(5,566
|
)
|
|||||
|
Balance as of June 30, 2018
|
$
|
3,253,602
|
|
|
$
|
507,819
|
|
|
$
|
200,658
|
|
|
$
|
81,831
|
|
|
$
|
4,043,910
|
|
|
(In thousands)
|
June 30,
2018 |
|
December 31,
2017 |
||||
|
Senior Secured Credit Facilities
|
$
|
—
|
|
|
$
|
6,300,000
|
|
|
Receivables Based Credit Facility due 2020
(1)
|
—
|
|
|
405,000
|
|
||
|
Debtors-in-Possession Facility
(1)
|
125,000
|
|
|
—
|
|
||
|
9.0% Priority Guarantee Notes Due 2019
|
—
|
|
|
1,999,815
|
|
||
|
9.0% Priority Guarantee Notes Due 2021
|
—
|
|
|
1,750,000
|
|
||
|
11.25% Priority Guarantee Notes Due 2021
|
—
|
|
|
870,546
|
|
||
|
9.0% Priority Guarantee Notes Due 2022
|
—
|
|
|
1,000,000
|
|
||
|
10.625% Priority Guarantee Notes Due 2023
|
—
|
|
|
950,000
|
|
||
|
CCO Receivables Based Credit Facility Due 2023
(2)
|
—
|
|
|
—
|
|
||
|
Other secured subsidiary debt
(3)
|
4,201
|
|
|
8,522
|
|
||
|
Total consolidated secured debt
|
129,201
|
|
|
13,283,883
|
|
||
|
|
|
|
|
||||
|
14.0% Senior Notes Due 2021
|
—
|
|
|
1,763,925
|
|
||
|
Legacy Notes
(4)
|
—
|
|
|
475,000
|
|
||
|
10.0% Senior Notes Due 2018
(5)
|
—
|
|
|
47,482
|
|
||
|
CCWH Senior Notes due 2022
|
2,725,000
|
|
|
2,725,000
|
|
||
|
CCWH Senior Subordinated Notes due 2020
|
2,200,000
|
|
|
2,200,000
|
|
||
|
Clear Channel International B.V. Senior Notes due 2020
|
375,000
|
|
|
375,000
|
|
||
|
Other subsidiary debt
|
—
|
|
|
24,615
|
|
||
|
Purchase accounting adjustments and original issue discount
(6)
|
(485
|
)
|
|
(136,653
|
)
|
||
|
Long-term debt fees
(6)
|
(31,188
|
)
|
|
(109,071
|
)
|
||
|
Long-term debt, net subject to compromise
(7)
|
15,149,210
|
|
|
—
|
|
||
|
Total debt, prior to reclassification to Liabilities subject to compromise
|
20,546,738
|
|
|
20,649,181
|
|
||
|
Less: current portion
|
125,429
|
|
|
14,972,367
|
|
||
|
Less: Amounts reclassified to Liabilities subject to compromise
|
15,149,210
|
|
|
—
|
|
||
|
Total long-term debt
|
$
|
5,272,099
|
|
|
$
|
5,676,814
|
|
|
(1)
|
On June 14, 2018 (the “DIP Closing Date”), iHeartCommunications refinanced its receivables based credit facility with a new
$450.0 million
debtors-in-possession credit facility (the "DIP Facility"), which matures on the earlier of the emergence date from the Chapter 11 Cases or June, 14, 2019. The DIP Facility also includes a feature to convert into an exit facility at emergence, upon meeting certain conditions. The DIP Facility accrues interest at LIBOR plus
2.25%
. At close iHeartCommunications drew
$125.0 million
on the DIP Facility. On June 14, 2018, the Company used proceeds from the DIP Facility and cash on hand to repay the outstanding
$306.4 million
and
$74.3 million
term loan and revolving credit commitments, respectively, of the iHeartCommunications receivables based credit facility. Long-term debt fees incurred in relation to the DIP Facility were expensed as incurred and are reflected within Reorganization items, net in the Company's Consolidated Statement of Comprehensive Loss. As of
June 30, 2018
, the Company had a borrowing base of
$417.7 million
under iHeartCommunications' DIP Facility, had
$125.0 million
of outstanding borrowings, had
$65.3 million
of outstanding letters of credit and had an availability block requirement of
$37.5 million
, resulting in
$189.9 million
of excess availability.
|
|
(2)
|
On June 1, 2018, a subsidiary of the Company's Outdoor advertising subsidiary, Clear Channel Outdoor, Inc. ("CCO"), refinanced CCOH's senior revolving credit facility and replaced it with an asset based credit facility that provides for revolving credit commitments of up to
$75.0 million
. On June 29, 2018, CCO entered into an amendment providing for a
$50.0 million
incremental increase of the facility, bringing the aggregate revolving credit commitments to
$125.0 million
. The facility has a
five
-year term, maturing in 2023. As of
June 30, 2018
, the facility had
$60.7 million
of letters of credit outstanding and a borrowing base of
$112.2 million
, resulting in
$51.5 million
of excess availability.
|
|
(3)
|
Other secured subsidiary debt matures at various dates from 2018 through 2045.
|
|
(4)
|
iHeartCommunications'
Legacy Notes, all of which were issued prior to the acquisition of
iHeartCommunications
by
the Company
in 2008, consist of
$175.0 million
of Senior Notes that matured on June 15, 2018,
$300.0 million
of Senior Notes that mature in 2027 and
|
|
(5)
|
On January 4, 2018, a subsidiary of iHeartCommunications repurchased
$5.4 million
aggregate principal amount of
10.0%
Senior Notes due 2018 that were held by unaffiliated third parties for
$5.3 million
in cash. On January 16, 2018, iHeartCommunications repaid the remaining balance of
$42.1 million
aggregate principal amount of
10.0%
Senior Notes due 2018 at maturity.
|
|
(6)
|
As a result of the Company's Chapter 11 Cases, the Company expensed
$12.4 million
and
$67.1 million
of deferred long-term debt fees and
$0.0 million
and
$131.1 million
of original issue discount to Reorganization items, net, in the Consolidated Statement of Comprehensive Loss for the three and six months ended
June 30, 2018
, respectively.
|
|
(7)
|
In connection with the Company's Chapter 11 Cases, the
$6.3 billion
outstanding under the Senior Secured Credit Facilities, the
$1,999.8 million
outstanding under the
9.0%
Priority Guarantee Notes due 2019, the
$1,750.0 million
outstanding under the
9.0%
Priority Guarantee Notes due 2021, the
$870.5 million
of
11.25%
Priority Guarantee Notes due 2021, the
$1,000.0 million
outstanding under the
9.0%
Priority Guarantee Notes due 2022, the
$950.0 million
outstanding under the
10.625%
Priority Guarantee Notes due 2023,
$6.1 million
outstanding Other Secured Subsidiary debt, the
$1,781.6 million
outstanding under the
14.0%
Senior Notes due 2021, the
$475.0 million
outstanding under the Legacy Notes and
$16.2 million
outstanding Other Subsidiary Debt have been reclassified to Liabilities subject to compromise in the Company's Consolidated Balance Sheet as of
June 30, 2018
. As of the Petition Date, the Company ceased making principal and interest payments, and ceased accruing interest expense in relation to long-term debt reclassified as Liabilities subject to compromise.
|
|
•
|
incur additional indebtedness;
|
|
•
|
create liens on assets;
|
|
•
|
engage in mergers, consolidations, liquidations and dissolutions;
|
|
•
|
sell assets;
|
|
•
|
pay dividends and distributions or repurchase iHeartCommunications' capital stock;
|
|
•
|
make investments, loans, or advances;
|
|
•
|
prepay certain junior indebtedness;
|
|
•
|
engage in certain transactions with affiliates;
|
|
•
|
amend material agreements governing certain junior indebtedness; and
|
|
•
|
change lines of business.
|
|
(In thousands)
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
Current tax expense
|
$
|
(8,852
|
)
|
|
$
|
(18,875
|
)
|
|
$
|
(10,189
|
)
|
|
$
|
(44,987
|
)
|
|
Deferred tax benefit (expense)
|
(137,933
|
)
|
|
1,467
|
|
|
(19,230
|
)
|
|
(3,105
|
)
|
||||
|
Income tax expense
|
$
|
(146,785
|
)
|
|
$
|
(17,408
|
)
|
|
$
|
(29,419
|
)
|
|
$
|
(48,092
|
)
|
|
(In thousands)
|
The Company
|
|
Noncontrolling
Interests
|
|
Consolidated
|
||||||
|
Balance as of January 1, 2018
|
$
|
(11,385,535
|
)
|
|
$
|
41,191
|
|
|
$
|
(11,344,344
|
)
|
|
Net loss
|
(486,893
|
)
|
|
(12,437
|
)
|
|
(499,330
|
)
|
|||
|
Dividends declared and other payments to noncontrolling interests
|
—
|
|
|
(10,257
|
)
|
|
(10,257
|
)
|
|||
|
Share-based compensation
|
1,172
|
|
|
3,625
|
|
|
4,797
|
|
|||
|
Foreign currency translation adjustments
|
(8,916
|
)
|
|
(3,617
|
)
|
|
(12,533
|
)
|
|||
|
Other, net
|
(19
|
)
|
|
(644
|
)
|
|
(663
|
)
|
|||
|
Balances as of June 30, 2018
|
$
|
(11,880,191
|
)
|
|
$
|
17,861
|
|
|
$
|
(11,862,330
|
)
|
|
(In thousands)
|
The Company
|
|
Noncontrolling
Interests
|
|
Consolidated
|
||||||
|
Balance as of January 1, 2017
|
$
|
(11,026,564
|
)
|
|
$
|
135,161
|
|
|
$
|
(10,891,403
|
)
|
|
Net income (loss)
|
(566,124
|
)
|
|
6,225
|
|
|
(559,899
|
)
|
|||
|
Dividends declared and other payments to noncontrolling interests
|
—
|
|
|
(34,552
|
)
|
|
(34,552
|
)
|
|||
|
Share-based compensation
|
1,222
|
|
|
4,259
|
|
|
5,481
|
|
|||
|
Purchase of additional noncontrolling interests
|
137
|
|
|
(137
|
)
|
|
—
|
|
|||
|
Disposal of noncontrolling interest
|
—
|
|
|
(1,046
|
)
|
|
(1,046
|
)
|
|||
|
Foreign currency translation adjustments
|
24,713
|
|
|
6,209
|
|
|
30,922
|
|
|||
|
Unrealized holding gain on marketable securities
|
92
|
|
|
10
|
|
|
102
|
|
|||
|
Reclassification adjustments
|
(1,478
|
)
|
|
(166
|
)
|
|
(1,644
|
)
|
|||
|
Other, net
|
(190
|
)
|
|
(947
|
)
|
|
(1,137
|
)
|
|||
|
Balances as of June 30, 2017
|
$
|
(11,568,192
|
)
|
|
$
|
115,016
|
|
|
$
|
(11,453,176
|
)
|
|
(In thousands, except per share data)
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
NUMERATOR:
|
|
|
|
|
|
|
|
||||||||
|
Net loss attributable to the Company – common shares
|
$
|
(69,899
|
)
|
|
$
|
(176,354
|
)
|
|
$
|
(486,893
|
)
|
|
$
|
(566,124
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
DENOMINATOR:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Weighted average common shares outstanding - basic
|
85,280
|
|
|
84,869
|
|
|
85,248
|
|
|
84,812
|
|
||||
|
Weighted average common shares outstanding - diluted
(1)
|
85,280
|
|
|
84,869
|
|
|
85,248
|
|
|
84,812
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Net loss attributable to the Company per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Basic
|
$
|
(0.82
|
)
|
|
$
|
(2.08
|
)
|
|
$
|
(5.71
|
)
|
|
$
|
(6.68
|
)
|
|
Diluted
|
$
|
(0.82
|
)
|
|
$
|
(2.08
|
)
|
|
$
|
(5.71
|
)
|
|
$
|
(6.68
|
)
|
|
(1)
|
Outstanding equity awards of
8.0 million
and
7.6 million
for the three months ended
June 30, 2018
and
2017
, respectively, and
8.0 million
and
7.6 million
for the
six
months ended
June 30, 2018
and
2017
, respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.
|
|
(In thousands)
|
iHM
|
|
Americas Outdoor
|
|
International Outdoor
|
|
Other
|
|
Corporate and other reconciling items
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
|
Three Months Ended June 30, 2018
|
|||||||||||||||||||||||||||
|
Revenue
|
$
|
853,267
|
|
|
$
|
299,922
|
|
|
$
|
412,058
|
|
|
$
|
38,497
|
|
|
$
|
—
|
|
|
$
|
(2,902
|
)
|
|
$
|
1,600,842
|
|
|
Direct operating expenses
|
263,752
|
|
|
130,313
|
|
|
242,623
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
636,641
|
|
|||||||
|
Selling, general and administrative expenses
|
304,587
|
|
|
47,824
|
|
|
77,465
|
|
|
23,613
|
|
|
—
|
|
|
(1,999
|
)
|
|
451,490
|
|
|||||||
|
Corporate expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,482
|
|
|
(856
|
)
|
|
79,626
|
|
|||||||
|
Depreciation and amortization
|
56,499
|
|
|
43,123
|
|
|
38,683
|
|
|
3,254
|
|
|
6,085
|
|
|
—
|
|
|
147,644
|
|
|||||||
|
Other operating expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(289
|
)
|
|
—
|
|
|
(289
|
)
|
|||||||
|
Operating income (loss)
|
$
|
228,429
|
|
|
$
|
78,662
|
|
|
$
|
53,287
|
|
|
$
|
11,630
|
|
|
$
|
(86,856
|
)
|
|
$
|
—
|
|
|
$
|
285,152
|
|
|
Intersegment revenues
|
$
|
47
|
|
|
$
|
2,855
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,902
|
|
|
Capital expenditures
|
$
|
15,384
|
|
|
$
|
11,481
|
|
|
$
|
20,294
|
|
|
$
|
147
|
|
|
$
|
2,612
|
|
|
$
|
—
|
|
|
$
|
49,918
|
|
|
Share-based compensation expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,113
|
|
|
$
|
—
|
|
|
$
|
2,113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Three Months Ended June 30, 2017
|
|||||||||||||||||||||||||||
|
Revenue
|
$
|
884,380
|
|
|
$
|
300,191
|
|
|
$
|
372,128
|
|
|
$
|
35,609
|
|
|
$
|
—
|
|
|
$
|
(1,940
|
)
|
|
$
|
1,590,368
|
|
|
Direct operating expenses
|
264,201
|
|
|
133,033
|
|
|
219,715
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
616,952
|
|
|||||||
|
Selling, general and administrative expenses
|
298,842
|
|
|
49,439
|
|
|
76,459
|
|
|
23,580
|
|
|
—
|
|
|
(1,030
|
)
|
|
447,290
|
|
|||||||
|
Corporate expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78,068
|
|
|
(910
|
)
|
|
77,158
|
|
|||||||
|
Depreciation and amortization
|
58,820
|
|
|
42,854
|
|
|
34,095
|
|
|
3,835
|
|
|
8,191
|
|
|
—
|
|
|
147,795
|
|
|||||||
|
Other operating income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,916
|
|
|
—
|
|
|
6,916
|
|
|||||||
|
Operating income (loss)
|
$
|
262,517
|
|
|
$
|
74,865
|
|
|
$
|
41,859
|
|
|
$
|
8,191
|
|
|
$
|
(79,343
|
)
|
|
$
|
—
|
|
|
$
|
308,089
|
|
|
Intersegment revenues
|
$
|
—
|
|
|
$
|
1,940
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,940
|
|
|
Capital expenditures
|
$
|
17,107
|
|
|
$
|
25,817
|
|
|
$
|
36,934
|
|
|
$
|
304
|
|
|
$
|
5,431
|
|
|
$
|
—
|
|
|
$
|
85,593
|
|
|
Share-based compensation expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,422
|
|
|
$
|
—
|
|
|
$
|
2,422
|
|
|
(In thousands)
|
iHM
|
|
Americas Outdoor
|
|
International Outdoor
|
|
Other
|
|
Corporate and other reconciling items
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
|
Six Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Revenue
|
$
|
1,597,835
|
|
|
$
|
555,769
|
|
|
$
|
754,922
|
|
|
$
|
66,715
|
|
|
$
|
—
|
|
|
$
|
(4,438
|
)
|
|
$
|
2,970,803
|
|
|
Direct operating expenses
|
504,818
|
|
|
255,186
|
|
|
479,352
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
1,239,309
|
|
|||||||
|
Selling, general and administrative expenses
|
625,857
|
|
|
96,774
|
|
|
155,923
|
|
|
48,435
|
|
|
—
|
|
|
(2,512
|
)
|
|
924,477
|
|
|||||||
|
Corporate expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160,239
|
|
|
(1,879
|
)
|
|
158,360
|
|
|||||||
|
Depreciation and amortization
|
114,832
|
|
|
87,627
|
|
|
77,248
|
|
|
7,020
|
|
|
12,351
|
|
|
—
|
|
|
299,078
|
|
|||||||
|
Other operating expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,575
|
)
|
|
—
|
|
|
(3,575
|
)
|
|||||||
|
Operating income (loss)
|
$
|
352,328
|
|
|
$
|
116,182
|
|
|
$
|
42,399
|
|
|
$
|
11,260
|
|
|
$
|
(176,165
|
)
|
|
$
|
—
|
|
|
$
|
346,004
|
|
|
Intersegment revenues
|
$
|
61
|
|
|
$
|
4,377
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,438
|
|
|
Capital expenditures
|
$
|
24,461
|
|
|
$
|
24,388
|
|
|
$
|
35,566
|
|
|
$
|
187
|
|
|
$
|
4,019
|
|
|
$
|
—
|
|
|
$
|
88,621
|
|
|
Share-based compensation expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,797
|
|
|
$
|
—
|
|
|
$
|
4,797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Six Months Ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Revenue
|
$
|
1,641,553
|
|
|
$
|
560,537
|
|
|
$
|
656,508
|
|
|
$
|
64,880
|
|
|
$
|
—
|
|
|
$
|
(3,788
|
)
|
|
$
|
2,919,690
|
|
|
Direct operating expenses
|
507,532
|
|
|
263,684
|
|
|
418,722
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
1,189,941
|
|
|||||||
|
Selling, general and administrative expenses
|
606,993
|
|
|
99,817
|
|
|
141,855
|
|
|
51,221
|
|
|
—
|
|
|
(1,977
|
)
|
|
897,909
|
|
|||||||
|
Corporate expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
157,331
|
|
|
(1,811
|
)
|
|
155,520
|
|
|||||||
|
Depreciation and amortization
|
116,857
|
|
|
85,670
|
|
|
67,247
|
|
|
7,204
|
|
|
16,923
|
|
|
—
|
|
|
293,901
|
|
|||||||
|
Other operating income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,000
|
|
|
—
|
|
|
38,000
|
|
|||||||
|
Operating income (loss)
|
$
|
410,171
|
|
|
$
|
111,366
|
|
|
$
|
28,684
|
|
|
$
|
6,452
|
|
|
$
|
(136,254
|
)
|
|
$
|
—
|
|
|
$
|
420,419
|
|
|
Intersegment revenues
|
$
|
—
|
|
|
$
|
3,788
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,788
|
|
|
Capital expenditures
|
$
|
30,344
|
|
|
$
|
39,405
|
|
|
$
|
59,274
|
|
|
$
|
367
|
|
|
$
|
7,230
|
|
|
$
|
—
|
|
|
$
|
136,620
|
|
|
Share-based compensation expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,481
|
|
|
$
|
—
|
|
|
$
|
5,481
|
|
|
(In thousands)
|
June 30,
2018 |
||
|
Accounts payable
|
$
|
43,621
|
|
|
Accrued expenses
|
36,159
|
|
|
|
Deferred taxes
|
614,013
|
|
|
|
Other long-term liabilities
|
87,764
|
|
|
|
Accounts payable, accrued and other liabilities
|
781,557
|
|
|
|
Debt subject to compromise
|
15,149,210
|
|
|
|
Accrued interest on debt subject to compromise
|
540,862
|
|
|
|
Long-term debt and accrued interest
|
15,690,072
|
|
|
|
Total liabilities subject to compromise
|
$
|
16,471,629
|
|
|
(In thousands)
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
|
||||
|
Write-off of deferred long-term debt fees
|
$
|
12,409
|
|
|
$
|
67,079
|
|
|
Write-off of original issue discount on debt subject to compromise
|
—
|
|
|
131,100
|
|
||
|
Debtor-in-possession refinancing costs
|
10,546
|
|
|
10,546
|
|
||
|
Professional fees and other bankruptcy related costs
|
45,785
|
|
|
52,070
|
|
||
|
Reorganization items, net
|
$
|
68,740
|
|
|
$
|
260,795
|
|
|
(In thousands)
|
June 30, 2018
|
||
|
|
(Unaudited)
|
||
|
CURRENT ASSETS
|
|
||
|
Cash and cash equivalents
|
$
|
57,370
|
|
|
Accounts receivable, net of allowance of $26,989
|
777,958
|
|
|
|
Intercompany receivable
|
2,329
|
|
|
|
Prepaid expenses
|
113,028
|
|
|
|
Other current assets
|
22,825
|
|
|
|
Total Current Assets
|
973,510
|
|
|
|
PROPERTY, PLANT AND EQUIPMENT
|
|
||
|
Property, plant and equipment, net
|
466,089
|
|
|
|
INTANGIBLE ASSETS AND GOODWILL
|
|
||
|
Indefinite-lived intangibles - licenses
|
2,442,784
|
|
|
|
Other intangibles, net
|
190,154
|
|
|
|
Goodwill
|
3,335,433
|
|
|
|
OTHER ASSETS
|
|
||
|
Other assets
|
49,050
|
|
|
|
Total Assets
|
$
|
7,457,020
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
Accounts payable
|
$
|
44,342
|
|
|
Accrued expenses
|
236,453
|
|
|
|
Accrued interest
|
427
|
|
|
|
Deferred income
|
133,420
|
|
|
|
Current portion of long-term debt
|
125,000
|
|
|
|
Total Current Liabilities
|
539,642
|
|
|
|
Long-term debt
|
—
|
|
|
|
Other long-term liabilities
|
235,930
|
|
|
|
Liabilities subject to compromise
1
|
17,503,352
|
|
|
|
EQUITY (DEFICIT)
|
|
||
|
Equity (Deficit)
|
(10,821,904
|
)
|
|
|
Total Liabilities and Equity (Deficit)
|
$
|
7,457,020
|
|
|
(In thousands)
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
|
||||
|
Revenue
|
$
|
881,638
|
|
|
$
|
1,648,645
|
|
|
Operating expenses:
|
|
|
|
||||
|
Direct operating expenses (excludes depreciation and amortization)
|
262,290
|
|
|
501,751
|
|
||
|
Selling, general and administrative expenses (excludes depreciation and amortization)
|
321,293
|
|
|
664,244
|
|
||
|
Corporate expenses (excludes depreciation and amortization)
|
42,554
|
|
|
86,862
|
|
||
|
Depreciation and amortization
|
64,621
|
|
|
131,737
|
|
||
|
Other operating expense, net
|
(1,218
|
)
|
|
(4,450
|
)
|
||
|
Operating income
|
189,662
|
|
|
259,601
|
|
||
|
Interest expense, net
1
|
10,977
|
|
|
353,541
|
|
||
|
Equity in loss of nonconsolidated affiliates
|
(31
|
)
|
|
(63
|
)
|
||
|
Gain on extinguishment of debt
|
—
|
|
|
5,667
|
|
||
|
Dividend income
2
|
4
|
|
|
25,487
|
|
||
|
Other expense, net
|
(2,178
|
)
|
|
(22,238
|
)
|
||
|
Reorganization items, net
|
68,740
|
|
|
260,795
|
|
||
|
Income (loss) before income taxes
|
107,740
|
|
|
(345,882
|
)
|
||
|
Income tax benefit (expense)
|
(141,827
|
)
|
|
21,146
|
|
||
|
Net loss
|
$
|
(34,087
|
)
|
|
$
|
(324,736
|
)
|
|
(In thousands)
|
Six Months Ended June 30, 2018
|
||
|
|
|||
|
Cash flows from operating activities:
|
|
||
|
Consolidated net loss
|
$
|
(324,736
|
)
|
|
Reconciling items:
|
|
||
|
Depreciation and amortization
|
131,737
|
|
|
|
Deferred taxes
|
(27,271
|
)
|
|
|
Provision for doubtful accounts
|
12,627
|
|
|
|
Amortization of deferred financing charges and note discounts, net
|
11,871
|
|
|
|
Non-cash Reorganization items, net
|
254,920
|
|
|
|
Share-based compensation
|
1,172
|
|
|
|
Loss on disposal of operating and other assets
|
2,143
|
|
|
|
Equity in loss of nonconsolidated affiliates
|
63
|
|
|
|
Gain on extinguishment of debt
|
(5,667
|
)
|
|
|
Barter and trade income
|
(2,606
|
)
|
|
|
Other reconciling items, net
|
(247
|
)
|
|
|
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
||
|
Decrease in accounts receivable
|
55,042
|
|
|
|
Increase in prepaid expenses and other current assets
|
(13,890
|
)
|
|
|
Decrease in accrued expenses
|
(31,022
|
)
|
|
|
Increase in accounts payable
|
14,649
|
|
|
|
Increase in accrued interest
|
301,550
|
|
|
|
Increase in deferred income
|
11,362
|
|
|
|
Changes in other operating assets and liabilities
|
(4,501
|
)
|
|
|
Net cash provided by operating activities
|
387,196
|
|
|
|
Cash flows from investing activities:
|
|
||
|
Purchases of property, plant and equipment
|
(27,251
|
)
|
|
|
Proceeds from disposal of assets
|
831
|
|
|
|
Purchases of other operating assets
|
(305
|
)
|
|
|
Change in other, net
|
(63
|
)
|
|
|
Net cash used for investing activities
|
(26,788
|
)
|
|
|
Cash flows from financing activities:
|
|
||
|
Draws on credit facilities
|
143,332
|
|
|
|
Payments on credit facilities
|
(133,308
|
)
|
|
|
Payments on long-term debt
|
(358,028
|
)
|
|
|
Net transfers to related parties
|
(54,285
|
)
|
|
|
Change in other, net
|
(14
|
)
|
|
|
Net cash used for financing activities
|
(402,303
|
)
|
|
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
|
Net decrease in cash, cash equivalents and restricted cash
|
(41,895
|
)
|
|
|
Cash, cash equivalents and restricted cash at beginning of period
|
102,468
|
|
|
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
60,573
|
|
|
•
|
Consolidated revenue increased
$10.5 million
during the three months ended
June 30, 2018
compared to the same period of
2017
. Excluding the
$22.5 million
impact from movements in foreign exchange rates, consolidated revenue
decreased
$12.0 million
during the three months ended
June 30, 2018
compared to the same period of
2017
.
|
|
•
|
As a result of our filing of the Chapter 11 Cases, we incurred
$68.7 million
of Reorganization items, net during the three months ended
June 30, 2018
and reclassified
$16.5 billion
of pre-petition claims that are not fully secured and that have at least a possibility of not being repaid to “Liabilities subject to compromise” on the Consolidated Balance Sheet.
|
|
•
|
Our voluntary petition for reorganization under the Bankruptcy Code has resulted in disruption to certain of our business processes, and we believe the Chapter 11 Cases have had an adverse impact on our results of operations, particularly in our iHM business.
|
|
•
|
On June 14, 2018, we refinanced our receivables based credit facility with a new
$450.0 million
debtors-in-possession credit facility (the "DIP Facility"), which matures on the earlier of the emergence date from the Chapter 11 Cases or June 14, 2019. The DIP Facility also includes a feature to convert into an exit facility at emergence, upon meeting certain conditions. The DIP Facility accrues interest at LIBOR plus
2.25%
. At close, iHeartCommunications drew
$125.0 million
on the DIP Facility.
|
|
(In thousands)
|
Three Months Ended
June 30, |
|
%
Change |
|
Six Months Ended
June 30, |
|
%
Change
|
||||||||||||
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
||||||||||
|
Revenue
|
$
|
1,600,842
|
|
|
$
|
1,590,368
|
|
|
0.7%
|
|
$
|
2,970,803
|
|
|
$
|
2,919,690
|
|
|
1.8%
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Direct operating expenses (excludes depreciation and amortization)
|
636,641
|
|
|
616,952
|
|
|
3.2%
|
|
1,239,309
|
|
|
1,189,941
|
|
|
4.1%
|
||||
|
Selling, general and administrative expenses (excludes depreciation and amortization)
|
451,490
|
|
|
447,290
|
|
|
0.9%
|
|
924,477
|
|
|
897,909
|
|
|
3.0%
|
||||
|
Corporate expenses (excludes depreciation and amortization)
|
79,626
|
|
|
77,158
|
|
|
3.2%
|
|
158,360
|
|
|
155,520
|
|
|
1.8%
|
||||
|
Depreciation and amortization
|
147,644
|
|
|
147,795
|
|
|
(0.1)%
|
|
299,078
|
|
|
293,901
|
|
|
1.8%
|
||||
|
Other operating income (expense), net
|
(289
|
)
|
|
6,916
|
|
|
|
|
(3,575
|
)
|
|
38,000
|
|
|
|
||||
|
Operating income
|
285,152
|
|
|
308,089
|
|
|
(7.4)%
|
|
346,004
|
|
|
420,419
|
|
|
(17.7)%
|
||||
|
Interest expense
|
107,600
|
|
|
463,160
|
|
|
|
|
525,997
|
|
|
918,497
|
|
|
|
||||
|
Equity in earnings (loss) of nonconsolidated affiliates
|
(38
|
)
|
|
240
|
|
|
|
|
119
|
|
|
(2
|
)
|
|
|
||||
|
Other income (expense), net
|
(28,279
|
)
|
|
1,647
|
|
|
|
|
(29,242
|
)
|
|
(13,727
|
)
|
|
|
||||
|
Reorganization items, net
|
68,740
|
|
|
—
|
|
|
|
|
260,795
|
|
|
—
|
|
|
|
||||
|
Income (loss) before income taxes
|
80,495
|
|
|
(153,184
|
)
|
|
|
|
(469,911
|
)
|
|
(511,807
|
)
|
|
|
||||
|
Income tax expense
|
(146,785
|
)
|
|
(17,408
|
)
|
|
|
|
(29,419
|
)
|
|
(48,092
|
)
|
|
|
||||
|
Consolidated net loss
|
(66,290
|
)
|
|
(170,592
|
)
|
|
|
|
(499,330
|
)
|
|
(559,899
|
)
|
|
|
||||
|
Less amount attributable to noncontrolling interest
|
3,609
|
|
|
5,762
|
|
|
|
|
(12,437
|
)
|
|
6,225
|
|
|
|
||||
|
Net loss attributable to the Company
|
$
|
(69,899
|
)
|
|
$
|
(176,354
|
)
|
|
|
|
$
|
(486,893
|
)
|
|
$
|
(566,124
|
)
|
|
|
|
(In thousands)
|
Three Months Ended
June 30, |
|
%
Change |
|
Six Months Ended
June 30, |
|
%
Change
|
||||||||||||
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
||||||||||
|
Revenue
|
$
|
853,267
|
|
|
$
|
884,380
|
|
|
(3.5)%
|
|
$
|
1,597,835
|
|
|
$
|
1,641,553
|
|
|
(2.7)%
|
|
Direct operating expenses
|
263,752
|
|
|
264,201
|
|
|
(0.2)%
|
|
504,818
|
|
|
507,532
|
|
|
(0.5)%
|
||||
|
SG&A expenses
|
304,587
|
|
|
298,842
|
|
|
1.9%
|
|
625,857
|
|
|
606,993
|
|
|
3.1%
|
||||
|
Depreciation and amortization
|
56,499
|
|
|
58,820
|
|
|
(3.9)%
|
|
114,832
|
|
|
116,857
|
|
|
(1.7)%
|
||||
|
Operating income
|
$
|
228,429
|
|
|
$
|
262,517
|
|
|
(13.0)%
|
|
$
|
352,328
|
|
|
$
|
410,171
|
|
|
(14.1)%
|
|
(In thousands)
|
Three Months Ended
June 30, |
|
%
Change |
|
Six Months Ended
June 30, |
|
%
Change
|
||||||||||||
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
||||||||||
|
Revenue
|
$
|
299,922
|
|
|
$
|
300,191
|
|
|
(0.1)%
|
|
$
|
555,769
|
|
|
$
|
560,537
|
|
|
(0.9)%
|
|
Direct operating expenses
|
130,313
|
|
|
133,033
|
|
|
(2.0)%
|
|
255,186
|
|
|
263,684
|
|
|
(3.2)%
|
||||
|
SG&A expenses
|
47,824
|
|
|
49,439
|
|
|
(3.3)%
|
|
96,774
|
|
|
99,817
|
|
|
(3.0)%
|
||||
|
Depreciation and amortization
|
43,123
|
|
|
42,854
|
|
|
0.6%
|
|
87,627
|
|
|
85,670
|
|
|
2.3%
|
||||
|
Operating income
|
$
|
78,662
|
|
|
$
|
74,865
|
|
|
5.1%
|
|
$
|
116,182
|
|
|
$
|
111,366
|
|
|
4.3%
|
|
(In thousands)
|
Three Months Ended
June 30, |
|
%
Change |
|
Six Months Ended
June 30, |
|
%
Change
|
||||||||||||
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
||||||||||
|
Revenue
|
$
|
412,058
|
|
|
$
|
372,128
|
|
|
10.7%
|
|
$
|
754,922
|
|
|
$
|
656,508
|
|
|
15.0%
|
|
Direct operating expenses
|
242,623
|
|
|
219,715
|
|
|
10.4%
|
|
479,352
|
|
|
418,722
|
|
|
14.5%
|
||||
|
SG&A expenses
|
77,465
|
|
|
76,459
|
|
|
1.3%
|
|
155,923
|
|
|
141,855
|
|
|
9.9%
|
||||
|
Depreciation and amortization
|
38,683
|
|
|
34,095
|
|
|
13.5%
|
|
77,248
|
|
|
67,247
|
|
|
14.9%
|
||||
|
Operating income
|
$
|
53,287
|
|
|
$
|
41,859
|
|
|
27.3%
|
|
$
|
42,399
|
|
|
$
|
28,684
|
|
|
47.8%
|
|
(In thousands)
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
iHM
|
$
|
228,429
|
|
|
$
|
262,517
|
|
|
$
|
352,328
|
|
|
$
|
410,171
|
|
|
Americas outdoor
|
78,662
|
|
|
74,865
|
|
|
116,182
|
|
|
111,366
|
|
||||
|
International outdoor
|
53,287
|
|
|
41,859
|
|
|
42,399
|
|
|
28,684
|
|
||||
|
Other
|
11,630
|
|
|
8,191
|
|
|
11,260
|
|
|
6,452
|
|
||||
|
Other operating income (expense), net
|
(289
|
)
|
|
6,916
|
|
|
(3,575
|
)
|
|
38,000
|
|
||||
|
Corporate expense
(1)
|
(86,567
|
)
|
|
(86,259
|
)
|
|
(172,590
|
)
|
|
(174,254
|
)
|
||||
|
Consolidated operating income
|
$
|
285,152
|
|
|
$
|
308,089
|
|
|
$
|
346,004
|
|
|
$
|
420,419
|
|
|
(1)
|
Corporate expenses include expenses related to iHM, Americas outdoor, International outdoor and our Other category, as well as overall executive, administrative and support functions.
|
|
(In thousands)
|
Six Months Ended June 30,
|
||||||
|
|
2018
|
|
2017
|
||||
|
Cash provided by (used for):
|
|
|
|
||||
|
Operating activities
|
$
|
444,357
|
|
|
$
|
(453,220
|
)
|
|
Investing activities
|
$
|
(78,285
|
)
|
|
$
|
(80,547
|
)
|
|
Financing activities
|
$
|
(360,821
|
)
|
|
$
|
(55,579
|
)
|
|
(In millions)
|
June 30, 2018
|
|
December 31, 2017
|
||||
|
Senior Secured Credit Facilities:
|
|
|
|
||||
|
Term Loan D Facility Due 2019
|
—
|
|
|
5,000.0
|
|
||
|
Term Loan E Facility Due 2019
|
—
|
|
|
1,300.0
|
|
||
|
Receivables Based Credit Facility due 2020
(1)
|
—
|
|
|
405.0
|
|
||
|
Debtors-in-Possession Facility(1)
|
125.0
|
|
|
—
|
|
||
|
9.0% Priority Guarantee Notes Due 2019
|
—
|
|
|
1,999.8
|
|
||
|
9.0% Priority Guarantee Notes Due 2021
|
—
|
|
|
1,750.0
|
|
||
|
11.25% Priority Guarantee Notes Due 2021
|
—
|
|
|
870.5
|
|
||
|
9.0% Priority Guarantee Notes Due 2022
|
—
|
|
|
1,000.0
|
|
||
|
10.625% Priority Guarantee Notes Due 2023
|
—
|
|
|
950.0
|
|
||
|
CCO Receivables Based Credit Facility due 2023
(2)
|
—
|
|
|
—
|
|
||
|
Other Secured Subsidiary Debt
|
4.2
|
|
|
8.5
|
|
||
|
Total Secured Debt
|
129.2
|
|
|
13,283.8
|
|
||
|
|
|
|
|
||||
|
14.0% Senior Notes Due 2021
|
—
|
|
|
1,763.9
|
|
||
|
Legacy Notes:
|
|
|
|
||||
|
6.875% Senior Notes Due 2018
|
—
|
|
|
175.0
|
|
||
|
7.25% Senior Notes Due 2027
|
—
|
|
|
300.0
|
|
||
|
10.0% Senior Notes Due 2018
(3)
|
—
|
|
|
47.5
|
|
||
|
CCWH Senior Notes:
|
|
|
|
||||
|
6.5% Series A Senior Notes Due 2022
|
735.8
|
|
|
735.8
|
|
||
|
6.5% Series B Senior Notes Due 2022
|
1,989.2
|
|
|
1,989.2
|
|
||
|
CCWH Senior Subordinated Notes:
|
|
|
|
||||
|
7.625% Series A Senior Notes Due 2020
|
275.0
|
|
|
275.0
|
|
||
|
7.625% Series B Senior Notes Due 2020
|
1,925.0
|
|
|
1,925.0
|
|
||
|
Clear Channel International B.V. 8.75% Senior Notes due 2020
|
375.0
|
|
|
375.0
|
|
||
|
Other Subsidiary Debt
|
—
|
|
|
24.6
|
|
||
|
Purchase accounting adjustments and original issue discount
|
(0.5
|
)
|
|
(136.6
|
)
|
||
|
Long-term debt fees
|
(31.2
|
)
|
|
(109.0
|
)
|
||
|
Liabilities subject to compromise
(4)
|
15,149.2
|
|
|
—
|
|
||
|
Total Debt
|
20,546.7
|
|
|
20,649.2
|
|
||
|
Less: Cash and cash equivalents
|
261.8
|
|
|
267.1
|
|
||
|
|
$
|
20,284.9
|
|
|
$
|
20,382.1
|
|
|
(1)
|
On June 14, 2018, iHeartCommunications refinanced its receivables based credit facility with a new
$450.0 million
debtors-in-possession credit facility (the "DIP Facility"), which matures on the earlier of the emergence date from the Chapter 11 Cases or June, 14, 2019. The DIP Facility also includes a feature to convert into an exit facility at emergence, upon meeting certain conditions. The DIP Facility accrues interest at LIBOR plus
2.25%
. At close iHeartCommunications drew
$125.0 million
on the DIP Facility. On June 14, 2018, we used proceeds from the DIP Facility and cash on hand to repay the outstanding $306.4 million and $74.3 million term loan and revolving credit commitments, respectively, of the iHeartCommunications receivables based credit facility.
|
|
(2)
|
On June 1, 2018, a subsidiary of the Company's Outdoor advertising subsidiary, CCO, refinanced CCOH's senior revolving credit facility and replaced it with an asset based credit facility that provides for revolving credit commitments of up to
$75.0 million
. On June 29, 2018, CCO entered into an amendment providing for a
$50.0 million
incremental increase of the facility, bringing the aggregate revolving credit commitments to
$125.0 million
. The facility has a
five
-year term, maturing in 2023. As of
June 30, 2018
, the facility had
$60.7 million
of letters of credit outstanding and a borrowing base of
$112.2 million
, resulting in
$51.5 million
of excess availability.
|
|
(3)
|
On January 4, 2018, a subsidiary of iHeartCommunications repurchased $5.4 million aggregate principal amount of 10.0% Senior Notes due 2018 that were held by unaffiliated third parties for $5.3 million in cash. On January 16, 2018, iHeartCommunications repaid the remaining balance of $42.1 million aggregate principal amount of 10.0% Senior Notes due 2018 at maturity.
|
|
(4)
|
In connection with our Chapter 11 Cases, the
$6.3 billion
outstanding under the Senior Secured Credit Facilities, the
$1,999.8 million
outstanding under the 9.0% Priority Guarantee Notes due 2019, the
$1,750.0 million
outstanding under the 9.0% Priority Guarantee Notes due 2021, the
$870.5 million
of 11.25% Priority Guarantee Notes due 2021, the
$1,000.0 million
outstanding under the 9.0% Priority Guarantee Notes due 2022, the
$950.0 million
outstanding under the 10.625% Priority Guarantee Notes due 2023,
$6.1 million
outstanding Other Secured Subsidiary Debt, the
$1,781.6 million
outstanding under the 14.0% Senior Notes due 2021, the
$475.0 million
outstanding under the Legacy Notes and
$16.2 million
outstanding Other Subsidiary Debt have been reclassified to Liabilities subject to compromise in our Consolidated Balance Sheet as of
June 30, 2018
. As of the Petition Date, we ceased accruing interest expense in relation to long-term debt reclassified as Liabilities subject to compromise.
|
|
•
|
incur additional indebtedness;
|
|
•
|
create liens on assets;
|
|
•
|
engage in mergers, consolidations, liquidations and dissolutions;
|
|
•
|
sell assets;
|
|
•
|
pay dividends and distributions or repurchase iHeartCommunications' capital stock;
|
|
•
|
make investments, loans, or advances;
|
|
•
|
prepay certain junior indebtedness;
|
|
•
|
engage in certain transactions with affiliates;
|
|
•
|
amend material agreements governing certain junior indebtedness; and
|
|
•
|
change lines of business.
|
|
•
|
incur additional indebtedness;
|
|
•
|
create liens on assets;
|
|
•
|
engage in mergers, consolidations, liquidations and dissolutions;
|
|
•
|
sell assets;
|
|
•
|
pay dividends and distributions or repurchase capital stock;
|
|
•
|
make investments, loans, or advances;
|
|
•
|
prepay certain junior indebtedness;
|
|
•
|
engage in certain transactions with affiliates or;
|
|
•
|
change lines of business.
|
|
•
|
the risks and uncertainties associated with the Chapter 11 Cases;
|
|
•
|
our ability to generate sufficient cash from operations to fund our operations;
|
|
•
|
our ability to propose and implement a business plan;
|
|
•
|
our ability to pursue our business strategies during the Chapter 11 Cases;
|
|
•
|
the diversion of management’s attention as a result of the Chapter 11 Cases;
|
|
•
|
increased levels of employee attrition as a result of the Chapter 11 Cases;
|
|
•
|
the impact of a protracted restructuring on our business;
|
|
•
|
our ability to obtain sufficient exit financing to emerge from Chapter 11 and operate successfully;
|
|
•
|
our ability to obtain confirmation of a Chapter 11 plan of reorganization;
|
|
•
|
volatility of our financial results as a result of the Chapter 11 Cases;
|
|
•
|
our inability to predict our long-term liquidity requirements and the adequacy of our capital resources;
|
|
•
|
the availability of cash to maintain our operations and fund our emergence costs;
|
|
•
|
our ability to continue as a going concern;
|
|
•
|
the impact of CCOH’s substantial indebtedness;
|
|
•
|
the impact of our substantial indebtedness upon emergence from Chapter 11, including the effect of our leverage on our financial position and earnings;
|
|
•
|
risks associated with weak or uncertain global economic conditions and their impact on the level of expenditures on advertising;
|
|
•
|
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;
|
|
•
|
increased competition from alternative media platforms and technologies;
|
|
•
|
changes in labor conditions, including programming, program hosts and management;
|
|
•
|
fluctuations in operating costs;
|
|
•
|
technological changes and innovations;
|
|
•
|
shifts in population and other demographics;
|
|
•
|
our ability to obtain keep municipal concessions for our street furniture and transit products;
|
|
•
|
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;
|
|
•
|
fluctuations in exchange rates and currency values;
|
|
•
|
risks of doing business in foreign countries;
|
|
•
|
the identification of a material weakness in our internal control over financial reporting; 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
|
||||||
|
April 1 through April 30
|
66
|
|
|
$
|
1.75
|
|
|
—
|
|
|
$
|
—
|
|
|
May 1 through May 31
|
43,464
|
|
|
0.36
|
|
|
—
|
|
|
—
|
|
||
|
June 1 through June 30
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
Total
|
43,530
|
|
|
$
|
0.36
|
|
|
—
|
|
|
$
|
—
|
|
|
(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, 2018
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.
|
|
•
|
Senior Indenture, dated as of October 1, 1997 (as amended or supplemented from time to time), by and between iHeartCommunications and The Bank of New York (now known as The Bank of New York Mellon), as trustee (with Wilmington Savings Fund Society, FSB as successor trustee), governing iHeartCommunications’ 5.50% Senior Notes due 2016, 6.875% Senior Notes due 2018 and 7.25% Senior Notes due 2027;
|
|
•
|
Credit Agreement, dated as of May 13, 2008, as amended and restated as of February 23, 2011 (as further amended or supplemented from time to time), by and among iHeartCommunications, as the parent borrower, the subsidiary co-borrowers and foreign subsidiary revolving borrowers party thereto, iHeartMedia Capital I, LLC, as a guarantor, Citibank, N.A., as administrative agent, swing line lender and letter of credit issuer, and the other the lenders from time to time party thereto governing iHeartCommunications’ Term Loan D and Term Loan E credit facilities;
|
|
•
|
Indenture, dated as of February 23, 2011 (as amended or supplemented from time to time), by and among iHeartCommunications, iHeartMedia Capital I, LLC, as guarantor, the other guarantors party thereto, Wilmington Trust FSB, as trustee (with Wilmington Trust, National Association as successor in interest), and Deutsche Bank Trust Company Americas, as collateral agent, paying agent, registrar, authentication agent and transfer agent, governing iHeartCommunications’ 9.0% Priority Guarantee Notes due 2021;
|
|
•
|
Indenture, dated as of October 25, 2012 (as amended or supplemented from time to time), by and among iHeartCommunications, iHeartMedia Capital I, LLC, as guarantor, the other guarantors party thereto, U.S. Bank National Association, as trustee, paying agent, registrar and transfer agent (with Wilmington Trust, National Association as successor trustee, paying agent, registrar and transfer agent), and Deutsche Bank Trust Company Americas, as collateral agent, governing iHeartCommunications’ 9.0% Priority Guarantee Notes due 2019;
|
|
•
|
Indenture, dated as of June 21, 2013 (as amended or supplemented from time to time), by and among iHeartCommunications, iHeartMedia Capital I, LLC, as guarantor, the other guarantors party thereto, Law Debenture Trust Company of New York, as trustee (with Delaware Trust Company as successor trustee), and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent, governing iHeartCommunications’ 14.0% Senior Notes due 2021;
|
|
•
|
Indenture, dated as of February 28, 2013 (as amended or supplemented from time to time), by and among iHeartCommunications, iHeartMedia Capital I, LLC, as guarantor, the other guarantors party thereto, U.S. Bank National Association, as trustee, paying agent, registrar, authentication agent and transfer agent (with UMB Bank National Association as successor trustee, paying agent, registrar, authentication agent and transfer agent), and Deutsche Bank Trust Company Americas, as collateral agent, governing iHeartCommunications’ 11.25% Priority Guarantee Notes due 2021;
|
|
•
|
Indenture, dated as of September 10, 2014 (as amended or supplemented from time to time), by and among iHeartCommunications, iHeartMedia Capital I, LLC, as guarantor, the other guarantors party thereto, U.S. Bank National Association, as trustee, paying agent, registrar, authentication agent and transfer agent (with Wilmington Trust, National Association as successor trustee, paying agent, registrar, authentication agent and transfer agent), and Deutsche Bank Trust Company Americas, as collateral agent, governing iHeartCommunications’ 9.0% Priority Guarantee Notes due 2022;
|
|
•
|
Indenture, dated as of February 26, 2015 (as amended or supplemented from time to time), by and among iHeartCommunications, iHeartMedia Capital I, LLC, as guarantor, the other guarantors party thereto, U.S. Bank National Association, as trustee, paying agent, registrar, authentication agent and transfer agent, and Deutsche Bank Trust Company Americas, as collateral agent, governing iHeartCommunications’ 10.625% Priority Guarantee Notes due 2023;
|
|
•
|
Credit Agreement, dated as of November 30, 2017, by and among iHeartCommunications, as the parent borrower, iHeartMedia Capital I, LLC, as a guarantor, the subsidiary borrowers party thereto, TPG Specialty Lending, Inc., as administrative agent, sole lead arranger and a lender, the other lenders, swing line lenders and letter of credit issuers from time to time party thereto and the other syndication agents party thereto, governing iHeartCommunications’ asset-based term loan and revolving credit facility; and
|
|
•
|
Revolving Promissory Note, dated November 10, 2005, as amended by the first amendment entered into on December 23, 2009, the second amendment entered into on October 23, 2013, and the third amendment entered into on November 29, 2017, between iHeartCommunications, as maker, and Clear Channel Outdoor Holdings, Inc., as payee.
|
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
|
|
31.1*
|
|
|
|
31.2*
|
|
|
|
32.1**
|
|
|
|
32.2**
|
|
|
|
101*
|
|
Interactive Data Files.
|
|
|
IHEARTMEDIA, INC.
|
|
|
|
|
July 31, 2018
|
/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 |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|