EX-99.2
Published on August 4, 2016
Exhibit 99.2
CLEAR CHANNEL INTERNATIONAL B.V.
CONSOLIDATED FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2016 and 2015
FINANCIAL INFORMATION
FINANCIAL STATEMENTS
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands) | June 30, 2016 (unaudited) |
December 31, 2015 |
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CURRENT ASSETS |
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Cash and cash equivalents |
$ | 29,469 | $ | 47,869 | ||||
Accounts receivable, net of allowance of $11,331 in 2016 and $12,623 in 2015 |
296,882 | 344,060 | ||||||
Prepaid expenses |
54,855 | 46,905 | ||||||
Other current assets |
27,784 | 28,688 | ||||||
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Total Current Assets |
408,990 | 467,522 | ||||||
PROPERTY, PLANT AND EQUIPMENT |
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Property, plant and equipment, net |
331,126 | 343,131 | ||||||
INTANGIBLE ASSETS AND GOODWILL |
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Intangible assets, net |
31,982 | 40,818 | ||||||
Goodwill |
227,892 | 223,893 | ||||||
OTHER ASSETS |
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Related party notes receivable |
227,955 | 229,734 | ||||||
Other assets |
55,558 | 42,242 | ||||||
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Total Assets |
$ | 1,283,503 | $ | 1,347,340 | ||||
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CURRENT LIABILITIES |
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Accounts payable |
$ | 75,823 | $ | 84,155 | ||||
Accrued expenses |
243,259 | 283,231 | ||||||
Deferred income |
65,455 | 47,521 | ||||||
Current portion of long-term debt |
2,187 | 2,077 | ||||||
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Total Current Liabilities |
386,724 | 416,984 | ||||||
Long-term debt |
221,718 | 221,960 | ||||||
Related party subordinated notes payable |
1,011,579 | 986,089 | ||||||
Other long-term liabilities |
107,000 | 102,997 | ||||||
Commitments and contingencies (Note 5) |
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SHAREHOLDERS DEFICIT |
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Noncontrolling interest |
35,978 | 32,332 | ||||||
Parent Companys net investment |
(876,005 | ) | (753,062 | ) | ||||
Accumulated other comprehensive income |
396,509 | 340,040 | ||||||
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Total Shareholders Deficit |
(443,518 | ) | (380,690 | ) | ||||
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Total Liabilities and Shareholders Deficit |
$ | 1,283,503 | $ | 1,347,340 | ||||
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See Notes to Consolidated Financial Statements
2
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
(In thousands) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Revenue |
$ | 319,151 | 318,541 | $ | 580,259 | $ | 592,455 | |||||||||
Operating expenses: |
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Direct operating expenses (excludes depreciation and amortization) |
200,701 | 200,610 | 381,927 | 392,995 | ||||||||||||
Selling, general and administrative expenses (excludes depreciation and amortization) |
69,797 | 68,214 | 135,163 | 134,025 | ||||||||||||
Corporate expenses (excludes depreciation and amortization) |
7,007 | 4,490 | 12,389 | 12,335 | ||||||||||||
Depreciation and amortization |
24,605 | 28,469 | 48,534 | 57,749 | ||||||||||||
Other operating income (expense), net |
(56,136 | ) | 515 | (55,908 | ) | 1,283 | ||||||||||
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Operating income (loss) |
(39,095 | ) | 17,273 | (53,662 | ) | (3,366 | ) | |||||||||
Interest expense, net |
10,537 | 17,036 | 20,175 | 34,207 | ||||||||||||
Equity in loss of nonconsolidated affiliates |
(556 | ) | (755 | ) | (1,333 | ) | (788 | ) | ||||||||
Other income (expense), net |
(3,887 | ) | 69 | (6,839 | ) | 1,294 | ||||||||||
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Net loss before income taxes |
(54,075 | ) | (449 | ) | (82,009 | ) | (37,067 | ) | ||||||||
Income tax expense |
7,539 | 10,740 | 11,005 | 12,207 | ||||||||||||
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Consolidated net loss |
(61,614 | ) | (11,189 | ) | (93,014 | ) | (49,274 | ) | ||||||||
Less amount attributable to noncontrolling interest |
1,502 | 1,615 | 2,919 | 2,468 | ||||||||||||
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Net loss attributable to the Company |
$ | (63,116 | ) | $ | (12,804 | ) | $ | (95,933 | ) | $ | (51,742 | ) | ||||
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Other comprehensive income (loss), net of tax: |
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Foreign currency translation adjustments |
28,382 | (60,977 | ) | 30,021 | 68,894 | |||||||||||
Unrealized holding gain (loss) on marketable securities |
(1 | ) | 16 | (6 | ) | 22 | ||||||||||
Pension adjustments |
(3,746 | ) | | (3,746 | ) | | ||||||||||
Reclassification adjustment for realized cumulative translation adjustments on sale of businesses included in Other operating income (expense), net |
32,161 | | 32,161 | | ||||||||||||
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Other comprehensive income (loss), net of tax |
56,796 | (60,961 | ) | 58,430 | 68,916 | |||||||||||
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Comprehensive income (loss) |
(6,320 | ) | (73,765 | ) | (37,503 | ) | 17,174 | |||||||||
Less amount attributable to noncontrolling interest |
(339 | ) | (267 | ) | 1,006 | (2,671 | ) | |||||||||
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Comprehensive income (loss) attributable to the Company |
$ | (5,981 | ) | $ | (73,498 | ) | $ | (38,509 | ) | $ | 19,845 | |||||
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See Notes to Consolidated Financial Statements
3
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands) | Six Months Ended June 30, | |||||||
2016 | 2015 | |||||||
Cash flows from operating activities: |
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Consolidated net loss |
$ | (93,014 | ) | $ | (49,274 | ) | ||
Reconciling items: |
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Depreciation and amortization |
48,534 | 57,749 | ||||||
Deferred taxes |
720 | (4,232 | ) | |||||
Provision for doubtful accounts |
1,630 | 1,807 | ||||||
Amortization of deferred financing charges and note discounts, net |
892 | | ||||||
Share-based compensation |
2,839 | 1,161 | ||||||
Loss (gain) on sale of operating assets |
55,908 | (1,283 | ) | |||||
Equity in earnings of nonconsolidated affiliates |
1,333 | 788 | ||||||
Noncash capitalized interest expense |
17,834 | | ||||||
Other reconciling items, net |
6,741 | (1,497 | ) | |||||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: |
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(Increase) decrease in accounts receivable |
34,832 | (18,675 | ) | |||||
Decrease in accrued expenses |
(34,169 | ) | (18,435 | ) | ||||
Decrease in accounts payable |
(7,180 | ) | (4,722 | ) | ||||
Increase in deferred income |
18,157 | 24,253 | ||||||
Changes in other operating assets and liabilities |
(31,581 | ) | (1,281 | ) | ||||
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Net cash provided by (used for) operating activities |
23,476 | (13,641 | ) | |||||
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Cash flows from investing activities: |
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Purchases of property, plant and equipment |
(39,810 | ) | (22,049 | ) | ||||
Proceeds from disposal of assets |
(238 | ) | 974 | |||||
Decrease in related party notes receivable, net |
1,779 | 1,960 | ||||||
Other, net |
(1,585 | ) | (4,397 | ) | ||||
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Net cash used for investing activities |
(39,854 | ) | (23,512 | ) | ||||
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Cash flows from financing activities: |
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Payments on credit facilities |
| (659 | ) | |||||
Payments on long-term debt |
(1,078 | ) | | |||||
Net transfers from related parties |
4,648 | 39,369 | ||||||
Increase (decrease) in related party notes payable |
(4,443 | ) | 4,894 | |||||
Dividends and other payments to noncontrolling interests |
(279 | ) | (4,244 | ) | ||||
Other, net |
(200 | ) | | |||||
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Net cash provided by (used for) provided by financing activities |
(1,352 | ) | 39,360 | |||||
Effect of exchange rate changes on cash |
(670 | ) | (2,039 | ) | ||||
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Net increase (decrease) in cash and cash equivalents |
(18,400 | ) | 168 | |||||
Cash and cash equivalents at beginning of period |
47,869 | 43,938 | ||||||
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Cash and cash equivalents at end of period |
$ | 29,469 | $ | 44,106 | ||||
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Cash paid for interest |
9,789 | | ||||||
Cash paid for income taxes |
11,070 | 12,880 |
See Notes to Consolidated Financial Statements
4
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS DEFICIT
(UNAUDITED)
(In thousands) | The Company | Non-controlling Interest |
Consolidated | |||||||||
Balance, January 1, 2015 |
$ | (1,117,047 | ) | $ | 36,986 | $ | (1,080,061 | ) | ||||
Consolidated net income (loss) |
(51,742 | ) | 2,468 | (49,274 | ) | |||||||
Foreign currency translation adjustments |
71,565 | (2,671 | ) | 68,894 | ||||||||
Unrealized holding gain on marketable securities |
22 | | 22 | |||||||||
Dividends and other payments to noncontrolling interests |
| (4,244 | ) | (4,244 | ) | |||||||
Net transfers from related parties |
39,369 | | 39,369 | |||||||||
Capitalization of interest on related party subordinated notes payable |
(300,550 | ) | | (300,550 | ) | |||||||
Other, net |
1,159 | | 1,159 | |||||||||
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Balance, June 30, 2015 |
$ | (1,357,224 | ) | $ | 32,539 | $ | (1,324,685 | ) | ||||
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(In thousands) | The Company | Non-controlling Interest |
Consolidated | |||||||||
Balance, January 1, 2016 |
$ | (413,022 | ) | $ | 32,332 | $ | (380,690 | ) | ||||
Consolidated net income (loss) |
(95,933 | ) | 2,919 | (93,014 | ) | |||||||
Foreign currency translation adjustments |
29,015 | 1,006 | 30,021 | |||||||||
Unrealized holding loss on marketable securities |
(6 | ) | | (6 | ) | |||||||
Pension adjustments to comprehensive loss |
(3,746 | ) | | (3,746 | ) | |||||||
Dividends and other payments to non-controlling interests |
| (279 | ) | (279 | ) | |||||||
Net transfers from related parties |
4,648 | | 4,648 | |||||||||
Capitalization of interest on related party subordinated notes payable |
(35,454 | ) | | (35,454 | ) | |||||||
Reclassification adjustment for realized cumulative translation adjustments on sale of businesses included in Other operating income (expense), net |
32,161 | | 32,161 | |||||||||
Other, net |
2,841 | 2,841 | ||||||||||
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Balance, June 30, 2016 |
$ | (479,496 | ) | $ | 35,978 | $ | (443,518 | ) | ||||
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See Notes to Consolidated Financial Statements
5
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 NATURE OF BUSINESS AND BASIS OF PRESENTATION
Nature of Business
Clear Channel Outdoor Holdings, Inc. (CCOH or the Parent Company) is an outdoor advertising company, which owns and operates advertising display faces in the United States and internationally. CCOH has two reportable business segments: Americas and International. CCOHs International segment (CCI) operates across 21 countries in Europe, Asia, Australia and New Zealand and provides advertising on street furniture and transit displays, billboards, mall displays, Smartbike programs, wallscapes and other displays, which are owned or operated under lease agreements. Clear Channel International B.V. (CCIBV or the Company) is a subsidiary of the CCI business and consists of CCI operations primarily in Europe, Australia and Singapore. These consolidated financial statements represent the consolidated results of operations, financial position and cash flows of CCIBV.
History
On November 11, 2005, CCOH became a publicly traded company through an initial public offering (IPO), in which 10%, or 35.0 million shares, of CCOHs Class A common stock was sold. Prior to the IPO, CCOH was an indirect wholly-owned subsidiary of iHeartCommunications, Inc. (iHeartCommunications), a diversified media and entertainment company. On July 30, 2008, iHeartCommunications completed its merger (the Merger) with a subsidiary of iHeartMedia, Inc. (iHeartMedia), a company formed by a group of private equity funds sponsored by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. (together, the Sponsors). iHeartCommunications is now owned indirectly by iHeartMedia.
Agreements with iHeartCommunications
There are several agreements which govern the Companys relationship with CCOH, CCI and the CCOH relationship with iHeartCommunications related to corporate, employee, tax and other services. Certain of these costs, as applicable, are allocated to the Company from CCOH. iHeartCommunications has the right to terminate these agreements in various circumstances. As of the date of the issuance of these consolidated financial statements, no notice of termination of any of these agreements has been received from iHeartCommunications.
Basis of Presentation
These consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and have been derived from the accounting records of CCOH using the historical results of operations and historical bases of assets and liabilities of the Company. Assets and liabilities, revenues and expenses that pertain to the Company have been included in these consolidated financial statements. These consolidated financial statements include the results of operations in the following markets: Australia, Belgium, Denmark, Estonia, Finland, France, Holland, Hungary, Ireland, Italy, Latvia, Lithuania, New Zealand, Norway, Poland, Singapore, Spain, Sweden, Switzerland and the United Kingdom.
The consolidated financial statements include the accounts of the Company and its subsidiaries. Also included in the consolidated financial statements are entities for which the Company has a controlling financial interest or is the primary beneficiary. Investments in companies in which the Company owns 20 percent to 50 percent of the voting common stock or otherwise exercises significant influence over operating and financial policies of a company are accounted for using the equity method of accounting. All significant intercompany accounts have been eliminated.
The Company utilizes the services of CCOH and CCI for certain functions, such as certain legal, finance, internal audit, financial reporting, tax advisory, insurance, global information technology, environmental matters and human resources services, including various employee benefit programs. The cost of these services has been allocated to the Company and included in these consolidated financial statements. The Companys management considers these allocations to have been made on a reasonable basis. A complete discussion of the relationship with CCOH, including a description of the costs that have been allocated to the Company, is included in Note 6, Related Party Transactions to the consolidated financial statements.
6
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes including, but not limited to, legal, tax and insurance accruals. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.
The consolidated financial statements included herein may not be indicative of the financial position, results of operations or cash flows had CCIBV operated as a separate entity during the periods presented or for future periods. As these consolidated financial statements present a portion of the businesses of CCOH, the net assets of CCIBV have been presented as CCOHs net investment in CCIBV. CCOHs investment in CCIBV includes the accumulated deficit of CCIBV net of cash transfers related to cash management functions performed by CCOH.
NOTE 2 NEW ACCOUNTING PRONOUNCEMENTS
During the second quarter of 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. This update provides U.S. GAAP guidance on managements responsibility in evaluating whether there is substantial doubt about a companys ability to continue as a going concern and about related footnote disclosures. For each reporting period, the Company will be required to evaluate whether there are conditions or events that raise substantial doubt about a companys ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in this update are effective for annual periods ending after December 15, 2016, and for interim periods thereafter. Early application is permitted. The Company is currently evaluating the impact of the provisions of this new standard on its consolidated financial statements.
During the first quarter of 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810), Amendments to the Consolidation Analysis. This new standard eliminates the deferral of FAS 167, which has allowed entities with interest in certain investment funds to follow the previous consolidation guidance in FIN 46(R) and makes other changes to both the variable interest model and the voting model. The standard is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2015. The adoption of this guidance did not have a material effect on the Companys consolidated financial statements.
During the second quarter of 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This update simplifies the presentation of debt issuance costs as a deduction from the carrying value of the outstanding debt balance rather than showing the debt issuance costs as an asset. The standard is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2015. The retrospective adoption of this guidance resulted in the reclassification of debt issuances costs of $8.5 million as of December 31, 2015, which are now reflected as Long-term debt fees in Note 4.
During the third quarter of 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. This update provides a one-year deferral of the effective date for ASU No. 2014-09, Revenue from Contracts with Customers. ASU No. 2014-09 provides guidance for the recognition, measurement and disclosure of revenue resulting from contracts with customers and will supersede virtually all of the current revenue recognition guidance under U.S. GAAP. The standard is effective for the first interim period within annual reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact of the provisions of this new standard on its consolidated financial statements.
During the third quarter of 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. This update eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-
7
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
period adjustments during the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. The standard is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The adoption of this guidance did not have a material effect on the Companys consolidated financial statements.
During the first quarter of 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new leasing standard presents significant changes to the balance sheets of lessees. Lessor accounting is updated to align with certain changes in the lessee model and the new revenue recognition standard which was issued in the third quarter of 2015. The standard is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2018. The Company is currently evaluating the impact of the provisions of this new standard on its consolidated financial statements.
During the second quarter of 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326). The new standard changes the impairment model for most financial assets and certain other instruments. Entities will be required to use a model that will result in the earlier recognition of allowances for losses for trade and other receivables, held-to-maturity debt securities, loans and other instruments. For available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than as reductions in the amortized cost of the securities. The standard is effective for fiscal years beginning after the standard is effective for fiscal periods, and for interim periods within those fiscal periods, beginning after December 15, 2020. The Company is currently evaluating the impact of the provisions of this new standard on its consolidated financial statements.
NOTE 3 PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL
Dispositions
During the second quarter of 2016, the Company sold its business in Turkey. As a result, the Company recognized a net loss of $56.6 million, which includes $32.2 million in cumulative translation adjustments that were recognized upon the sale of the Companys subsidiaries in Turkey.
Property, Plant and Equipment
The Companys property, plant and equipment consisted of the following classes of assets at June 30, 2016 and December 31, 2015, respectively:
June 30, | December 31, | |||||||
(In thousands) | 2016 | 2015 | ||||||
Land, buildings and improvements |
$ | 51,246 | $ | 50,863 | ||||
Structures |
569,660 | 616,991 | ||||||
Furniture and other equipment |
89,077 | 90,910 | ||||||
Construction in progress |
46,449 | 33,090 | ||||||
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756,432 | 791,854 | |||||||
Less: accumulated depreciation |
425,306 | 448,723 | ||||||
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Property, plant and equipment, net |
$ | 331,126 | $ | 343,131 | ||||
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Total depreciation expense related to property, plant and equipment for the three months ended June 30, 2016 and 2015 was $21.2 million and $22.9 million, respectively. Total depreciation expense related to property, plant and equipment for the six months ended June 30, 2016 and 2015 was $41.6 million and $45.2 million, respectively.
8
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Intangible Assets
The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets at June 30, 2016 and December 31, 2015, respectively:
June 30, 2016 | December 31, 2015 | |||||||||||||||
(In thousands) | Gross Carrying Amount |
Accumulated Amortization |
Gross Carrying Amount |
Accumulated Amortization |
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Transit, street furniture and contractual rights |
$ | 235,359 | $ | (203,752 | ) | $ | 276,384 | $ | (240,844 | ) | ||||||
Other |
955 | (580 | ) | 6,180 | (902 | ) | ||||||||||
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Total |
$ | 236,314 | $ | (204,332 | ) | $ | 282,564 | $ | (241,746 | ) | ||||||
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Total amortization expense related to definite-lived intangible assets for the three months ended June 30, 2016 and 2015 was $3.4 million and $5.6 million, respectively. Total amortization expense related to definite-lived intangible assets for the six months ended June 30, 2016 and 2015 was $7.0 million and $12.6 million, respectively.
The following table presents the Companys estimate of amortization expense for each of the five succeeding fiscal years and thereafter for definite-lived intangible assets:
(In thousands) | ||||
2016 |
$ | 6,399 | ||
2017 |
7,226 | |||
2018 |
3,604 | |||
2019 |
2,023 | |||
2020 |
1,659 | |||
2021 |
1,659 | |||
Thereafter |
9,412 |
Goodwill
The following table presents the changes in the carrying amount of goodwill. The provisions of ASC 350-20-50-1 require the disclosure of cumulative impairment. As a result of the Merger, a new basis in goodwill was recorded in accordance with ASC 805-10. All impairments shown in the table below have been recorded subsequent to the Merger and, therefore, do not include any pre-Merger impairment.
(In thousands) | ||||
Balance as of December 31, 2014 |
$ | 232,539 | ||
Additions |
10,998 | |||
Foreign currency |
(19,644 | ) | ||
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Balance as of December 31, 2015 |
$ | 223,893 | ||
Foreign currency |
3,999 | |||
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Balance as of June 30, 2016 |
$ | 227,892 | ||
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The beginning balance as of December 31, 2014 is net of cumulative impairments of $229.3 million.
9
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 4 LONG-TERM DEBT
Long-term debt outstanding as of June 30, 2016 and December 31, 2015 consisted of the following:
(In thousands) | June 30, | December 31, | ||||||
2016 | 2015 | |||||||
Clear Channel International B.V. Senior Notes |
$ | 225,000 | $ | 225,000 | ||||
Other debt |
8,968 | 9,794 | ||||||
Original issue discount |
(2,027 | ) | (2,208 | ) | ||||
Long-term debt fees |
(8,036 | ) | (8,549 | ) | ||||
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Total debt |
$ | 223,905 | $ | 224,037 | ||||
Less: current portion |
2,187 | 2,077 | ||||||
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Total long-term debt |
$ | 221,718 | $ | 221,960 | ||||
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On December 16, 2015, the Company issued $225.0 million in aggregate principal amount of Senior Notes due 2020 (the Senior Notes). The Senior Notes were issued at a discount and were priced at 99.012% of par, or $2.2 million total discount. As described in Note 2, the Company adopted new accounting guidance during the first quarter of 2016, which resulted in the reclassification of debt issuance costs of $8.5 million as a deduction from the carrying value of outstanding debt at December 31, 2015.
The aggregate market value of the Companys debt based on market prices for which quotes were available was approximately $232.9 million and $223.9 million at June 30, 2016 and December 31, 2015, respectively. Under the fair value hierarchy established by ASC 820-10-35, the market value of the Companys debt is classified as Level 2.
NOTE 5 COMMITMENTS, CONTINGENCIES AND GUARANTEES
Legal Proceedings
The Company and its subsidiaries are involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in the Companys assumptions or the effectiveness of its strategies related to these proceedings. Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Companys financial condition or results of operations.
Although the Company is involved in a variety of legal proceedings in the ordinary course of business, a large portion of the Companys litigation arises in the following contexts: commercial disputes; employment and benefits related claims; governmental fines; and tax disputes.
On April 21, 2015, inspections were conducted at the premises of Clear Channel in Denmark and Sweden as part of an investigation by Danish competition authorities. Additionally, on the same day Clear Channel UK received a communication from the UK competition authorities, also in connection with the investigation by Danish competition authorities. The Company and its affiliates are cooperating with the national competition authorities.
Guarantees
As of June 30, 2016, the Company had outstanding bank guarantees of $49.3 million, of which $16.0 million were backed by cash collateral. Additionally, as of June 30, 2016, Parent Company had outstanding commercial standby letters of credit of $15.2 million held on behalf of the Company and its subsidiaries.
10
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 6 RELATED PARTY TRANSACTIONS
The Company has unsecured subordinated notes payable to and receivables from other wholly-owned subsidiaries of CCOH.
Related Party Subordinated Notes Payable
The Company is the borrower of subordinated notes, which are payable to other wholly-owned subsidiaries of CCOH. These notes are subordinated and unsecured and bear interest at 3.40% plus three-month EUR, GBP or USD LIBOR, with exception to one of the Other Related Party Notes Payable outstanding as of June 30, 2016, which bears interest at a fixed rate of 0.32%.
Related party subordinated notes payable totaled approximately $1.0 billion at each of June 30, 2016 and December 31, 2015, respectively, and consisted of:
June 30, | December 31, | |||||||
(In thousands) | 2016 | 2015 | ||||||
Notes due to Clear Channel C.V. |
$ | 1,010,552 | $ | 984,826 | ||||
Other Related Party Notes Payable |
1,027 | 1,263 | ||||||
|
|
|
|
|||||
Total Related Party Notes Payable |
$ | 1,011,579 | $ | 986,089 | ||||
|
|
|
|
During the first six months of 2016, the Company capitalized $53.3 million in interest payable, which had been accrued in relation to related party subordinated notes payable. Of the amount capitalized, $17.8 million related to interest accrued during the six months ended June 30, 2016.
Related Party Notes Receivable
The Company, as lender, had two outstanding notes receivable balances with two related parties, CCO International Holdings B.V. and Clear Channel C.V., at June 30, 2016. The balances are unsecured and repayable on demand. The notes bear interest at fixed rates of 0.28% and 8.75%, respectively.
The balances outstanding at June 30, 2016 and December 31, 2015 on these Related Party Notes Receivable are as follows:
June 30, | December 31, | |||||||
(In thousands) | 2016 | 2015 | ||||||
Note due from Clear Channel C.V. |
$ | 222,777 | $ | 222,777 | ||||
Note due from CCO International Holdings B.V. |
5,178 | 6,957 | ||||||
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|
|
|
|||||
Total Related Party Notes Receivable |
$ | 227,955 | $ | 229,734 | ||||
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|
|
|
Cash Management Arrangement
iHeartCommunications provides cash management services to the Company and Parent Company. It is iHeartCommunications policy to permanently reinvest the earnings of its non-U.S. subsidiaries as these earnings are generally redeployed in those jurisdictions for operating needs and continued functioning of their businesses. The amount of any cash that is distributed is determined on a basis mutually agreeable to the Company and iHeartCommunications and not on a pre-determined basis. Excess cash from our operations, which is distributed to iHeartCommunications, is applied against principal or accrued interest on the notes payable to subsidiaries of Parent Company, including Clear Channel CV. See Related Party Notes Payable above.
11
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Management Services
iHeartCommunications and CCOH provide management services to the Company, which include, among other things: (i) treasury and other financial related services; (ii) certain executive officer services; (iii) legal and related services; and (iv) other general corporate services. These services are charged to the Company based on actual direct costs incurred or allocated by iHeartCommunications and CCOH based on headcount, revenue or other factors on a pro rata basis. For the three months ended June 30, 2016 and 2015, the Company recorded $1.6 million and $1.3 million, respectively, for these services. For the six months ended June 30, 2016 and 2015, the Company recorded $2.7 million and $2.5 million, respectively, for these services. Such costs are included in Corporate expenses in the Statement of Comprehensive Loss.
Royalty Fee
As part of a license agreement between Outdoor Management Services, Inc., an indirect wholly-owned subsidiary of CCOH, the Company is charged a royalty fee to license intellectual property, copyrights, trademarks and other intangible assets, which are held by iHM Identity, Inc., a direct wholly-owned subsidiary of iHeartCommunications. For the three months ended June 30, 2016 and 2015, the Company was charged a royalty fee of $3.8 million and $3.2 million, respectively, in relation to this agreement. For the six months ended June 30, 2016 and 2015, the Company was charged a royalty fee of $7.5 million and $7.4 million, respectively, in relation to this agreement. Such costs are included in Selling, general and administrative expenses in the Statement of Comprehensive Loss.
Stewardship Fee
As described in Note 1, the Company is a subsidiary of CCOH, a publicly traded company. As a result, the Company incurs certain costs related to quarterly and annual reporting in order for Parent Company to comply with the Securities and Exchange Commission (SEC) reporting requirements. In addition, the Company incurs costs related to the preparation of budgets, forecasts and other strategic initiatives of Parent Company. Such costs are charged back to CCOH on a quarterly basis (Stewardship Fees) based on the time incurred by employees of the Company to perform the work. Stewardship fees charged to CCOH during the three months ended June 30, 2016 and 2015 were $3.6 million and $7.6 million, respectively. Stewardship fees charged to CCOH during the six months ended June 30, 2016 and 2015 were $9.1 million and $11.6 million, respectively. Such costs are included as a reduction in Corporate expenses in the Statement of Comprehensive Loss.
Tax Services Agreement
Pursuant to the tax services agreement CCOH entered into with iHeartCommunications, the operations of the Company are included in a consolidated federal income tax return filed by iHeartMedia. The Companys provision for income taxes has been computed on the basis that the operations of the Company are subject to current income taxes at the local country statutory rate where the income is being earned and in accordance with the rules established by the applicable jurisdiction taxation authorities.
NOTE 7 INCOME TAXES
Significant components of the provision for income tax expense are as follows:
(In thousands) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Current tax expense |
$ | 7,506 | $ | 13,834 | $ | 10,285 | $ | 16,439 | ||||||||
Deferred tax expense / (benefit) |
33 | (3,094 | ) | 720 | (4,232 | ) | ||||||||||
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|
|||||||||
Income tax expense |
$ | 7,539 | $ | 10,740 | $ | 11,005 | $ | 12,207 | ||||||||
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|
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The effective tax rates for the three months ended June 30, 2016 and 2015 were (13.9%) and (2,391.9%), respectively. The effective tax rates for the six months ended June 30, 2016 and 2015 were (13.4%) and (32.9%), respectively. The effective rates
12
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
were primarily impacted by certain nondeductible interest and other intercompany charges and the Companys inability to benefit from losses in certain jurisdictions. In addition, the effective rates for three and six months ended June 30, 2016 were impacted by the pre-tax loss from the sale of the Companys outdoor advertising business in Turkey, which is non-deductible for income tax purposes due to the participation exemption on the sale of the shareholdings in the jurisdiction of the subsidiary holding company.
NOTE 8 POSTRETIREMENT BENEFIT PLANS
Certain of the Companys subsidiaries participate in defined benefit or defined contribution plans that cover substantially all regular employees. The Company deposits funds under various fiduciary-type arrangements or provides reserves for these plans. Benefits under the defined benefit plans are typically based either on years of service and the employees compensation (generally during a fixed number of years immediately before retirement) or on annual credits. The range of assumptions that are used for the defined benefit plans reflect the different economic environments within the various countries.
Defined Benefit Pension Plan Financial Information
The table below presents the components of net periodic cost recognized in the consolidated statement of comprehensive loss:
(In thousands) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Service cost |
$ | 432 | $ | 1,219 | $ | 1,293 | $ | 2,435 | ||||||||
Curtailment loss |
322 | | 322 | | ||||||||||||
Interest cost |
1,046 | 1,339 | 2,153 | 2,667 | ||||||||||||
Expected returns on plan assets |
(1,692 | ) | (1,816 | ) | (3,390 | ) | (3,612 | ) | ||||||||
Employee contributions |
(7 | ) | | (14 | ) | | ||||||||||
Amortization of actuarial gains |
212 | 224 | 642 | 228 | ||||||||||||
Amortization of prior service costs |
(44 | ) | (105 | ) | (90 | ) | 8 | |||||||||
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Total net periodic pension expense |
$ | 269 | $ | 861 | $ | 916 | $ | 1,726 | ||||||||
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On April 1, 2016 the Company transitioned its defined benefit plan in its UK subsidiary to a defined contribution plan. As a part of the transition, the Company recognized a curtailment loss of $0.3 million.
Plan Contributions
It is the Companys general practice to fund amounts for pensions sufficient to meet the minimum requirements set forth in applicable employee benefits laws and local tax laws. From time to time, the Company contributes additional amounts as it deems appropriate. The Company contributed $0.4 million and $0.6 million to defined benefit pension plans during the three months ended June 30, 2016 and 2015, respectively. The Company contributed $0.9 million and $1.2 million to defined benefit pension plans during the six months ended June 30, 2016 and 2015, respectively.
Defined Contribution Retirement Plans
The Companys employees participate in retirement plans administered as a service by third-party administrators. Contributions to these plans totaled $3.9 million and $3.8 million for the three months ended June 30, 2016 and 2015, respectively. Contributions to these plans totaled $7.8 million and $7.9 million for the six months ended June 30, 2016 and 2015, respectively. Such costs were recorded as a component of operating expenses.
13
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 9 OTHER INFORMATION
The following table discloses the components of Other assets at:
June 30, | December 31, | |||||||
(In thousands) | 2016 | 2015 | ||||||
Prepaid expenses |
$ | 8,313 | $ | 9,196 | ||||
Deposits |
4,356 | 11,307 | ||||||
Investments |
4,399 | 4,367 | ||||||
Deferred income taxes |
11,912 | 13,097 | ||||||
Other |
26,578 | 4,275 | ||||||
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|||||
Total other assets |
$ | 55,558 | $ | 42,242 | ||||
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The following table discloses the components of Accrued expenses at:
June 30, | December 31, | |||||||
(In thousands) | 2016 | 2015 | ||||||
Accrued employee compensation and benefits |
$ | 69,735 | $ | 77,743 | ||||
Accrued rent and lease |
90,549 | 100,641 | ||||||
Accrued taxes |
16,931 | 21,409 | ||||||
Accrued other |
66,044 | 83,438 | ||||||
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Total accrued expenses |
$ | 243,259 | $ | 283,231 | ||||
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The following table discloses the components of Other long-term liabilities at:
June 30, | December 31, | |||||||
(In thousands) | 2016 | 2015 | ||||||
Unrecognized tax benefits |
$ | 15,196 | $ | 15,035 | ||||
Asset retirement obligation |
23,506 | 23,565 | ||||||
Postretirement benefit obligation (Note 8) |
52,612 | 45,933 | ||||||
Other |
15,686 | 18,464 | ||||||
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Total other long-term liabilities |
$ | 107,000 | $ | 102,997 | ||||
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NOTE 10 SUBSEQUENT EVENTS
In connection with the preparation of the financial statements and in accordance with Accounting Standards Codification 855-10, Subsequent Events Overall, management has evaluated and reviewed the affairs of the Company for subsequent events that would impact the financial statements for the three and six months ended June 30, 2016 through August 4, 2016, the date the financial statements were available to be issued.
14
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion of our results of operations and financial condition together with the consolidated financial statements and related notes included elsewhere in this document. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described under Forward-Looking Statements. Actual results may differ materially from those contained in any forward-looking statements.
Format of Presentation
Managements discussion and analysis of our financial condition and results of operations (MD&A) should be read in conjunction with the consolidated financial statements and related footnotes. Our discussion is presented on a consolidated basis. In this MD&A, references to (i) we, us or our are to Clear Channel International B.V. together with its consolidated subsidiaries, (ii) Issuer are to Clear Channel International B.V. without any of its subsidiaries, (iii) Parent Company are to Clear Channel Outdoor Holdings, Inc., our indirect parent company and (iv) iHeartCommunications are to iHeartCommunications, Inc., the indirect parent of Parent Company.
Relationship with iHeartCommunications
There are several agreements which govern our relationship with Parent Company and Parent Companys relationship with iHeartCommunications including a Master Agreement, Corporate Services Agreement, Employee Matters Agreement and Tax Matters Agreement, which relate to corporate, employee, tax and other services provided by iHeartCommunications. iHeartCommunications has the right to terminate these agreements in various circumstances. As of August 3, 2016, no notice of termination of any of these agreements has been received from iHeartCommunications.
Under the Corporate Services Agreement, iHeartCommunications provides management services to Parent Company and its subsidiaries, including us. These services are allocated to us based on actual direct costs incurred or allocated by iHeartCommunications based on headcount, revenue or other factors on a pro rata basis. For the three months ended June 30, 2016 and 2015, we recorded approximately $1.6 million and $1.3 million, respectively. For the six months ended June 30, 2016 and 2015, we recorded approximately $2.7 million and $2.5 million, respectively. Such costs are a component of corporate expenses for these services.
Other Related Party Agreements
As part of a license agreement between Outdoor Management Services, Inc., an indirect wholly-owned subsidiary of Parent Company, we are charged a royalty fee to license intellectual property, copyrights, trademarks and other intangible assets, which are held by iHM Identity, Inc., a direct wholly-owned subsidiary of iHeartCommunications. For the three months ended June 30, 2016 and 2015, we were charged royalty fees of $3.8 million and $3.2 million, respectively, in relation to this agreement. For the six months ended June 30, 2016 and 2015, we were charged royalty fees of $7.5 million and $7.4 million, respectively, in relation to this agreement. Such costs are included in selling, general and administrative expenses.
We are a subsidiary of Parent Company, a publicly traded company. As a result, we incur certain costs related to quarterly and annual reporting in order for Parent Company to comply with SEC reporting requirements. In addition, we incur costs related to the preparation of budgets, forecasts and other strategic initiatives of Parent Company. Such costs are charged back to Parent Company on a quarterly basis based on the time incurred by our employees to perform the work. The fees that were charged to Parent Company in relation to these services during the three months ended June 30, 2016 and 2015 were $3.6 million and $7.6 million, respectively. The fees that were charged to Parent Company in relation to these services during the six months ended June 30, 2016 and 2015 were $9.1 million and $11.6 million, respectively. Such costs are included as a reduction in corporate expenses.
15
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Consolidated Results of Operations
The comparison of our results of operations for the three months ended June 30, 2016 and 2015 is as follows:
(U.S. dollars in thousands) | Three Months Ended June 30, |
% Change |
Six Months Ended June 30, |
% Change |
||||||||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||||||||||
Revenue |
$ | 319,151 | $ | 318,541 | 0.2 | % | $ | 580,259 | $ | 592,455 | (2.1 | )% | ||||||||||||
Operating expenses: |
||||||||||||||||||||||||
Direct operating expenses (excludes depreciation and amortization) |
200,701 | 200,610 | | % | 381,927 | 392,995 | (2.8 | )% | ||||||||||||||||
Selling, general and administrative expenses (excludes depreciation and amortization) |
69,797 | 68,214 | 2.3 | % | 135,163 | 134,025 | 0.8 | % | ||||||||||||||||
Corporate expenses (excludes depreciation and amortization) |
7,007 | 4,490 | 56.1 | % | 12,389 | 12,335 | 0.4 | % | ||||||||||||||||
Depreciation and amortization |
24,605 | 28,469 | (13.6 | )% | 48,534 | 57,749 | (16.0 | )% | ||||||||||||||||
Other operating income (expense), net |
(56,136 | ) | 515 | (55,908 | ) | 1,283 | ||||||||||||||||||
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Operating income (loss) |
(39,095 | ) | 17,273 | (326.3 | )% | (53,662 | ) | (3,366 | ) | 1,494.2 | % | |||||||||||||
Interest expense, net |
10,537 | 17,036 | 20,175 | 34,207 | ||||||||||||||||||||
Equity in loss of nonconsolidated affiliates |
(556 | ) | (755 | ) | (1,333 | ) | (788 | ) | ||||||||||||||||
Other income (expense), net |
(3,887 | ) | 69 | (6,839 | ) | 1,294 | ||||||||||||||||||
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Loss before income taxes |
(54,075 | ) | (449 | ) | (82,009 | ) | (37,067 | ) | ||||||||||||||||
Income tax expense |
7,539 | 10,740 | 11,005 | 12,207 | ||||||||||||||||||||
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Consolidated net loss |
(61,614 | ) | (11,189 | ) | (93,014 | ) | (49,274 | ) | ||||||||||||||||
Less amount attributable to noncontrolling interest |
1,502 | 1,615 | 2,919 | 2,468 | ||||||||||||||||||||
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Net loss attributable to the Company |
$ | (63,116 | ) | $ | (12,804 | ) | $ | (95,933 | ) | $ | (51,742 | ) | ||||||||||||
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Consolidated Revenue
For the three months ended June 30, 2016, revenue increased $0.6 million compared to the same period of 2015. Excluding the $3.1 million impact from movements in foreign exchange rates, revenues increased $3.7 million compared to the same period of 2015. The increase in revenue was primarily driven by revenue growth from new digital assets in Australia and new contracts and higher occupancy across several European countries including France, partially offset by lower revenue in the United Kingdom, as a result of the London bus shelter contract not being renewed.
For the six months ended June 30, 2016, revenue decreased $12.2 million compared to the same period of 2015. Excluding the $13.1 million impact from movements in foreign exchange rates, revenues increased $0.9 million compared to the same period of 2015. The increase in revenue was primarily driven by revenue growth from new digital assets in Australia and new contracts and higher occupancy in France, as well as growth across several European countries, partially offset by lower revenue in the United Kingdom as a result of the London bus shelter contract not being renewed, and decreases in Switzerland.
16
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Consolidated Direct Operating Expenses
For the three months ended June 30, 2016, direct operating expenses increased $0.1 million compared to the same period of 2015. Excluding the $2.1 million impact from movements in foreign exchange rates, direct operating expenses increased $2.2 million compared to the same period of 2015. The increase in direct operating expenses was primarily a result of higher site lease and production expenses in countries experiencing revenue growth, partially offset by lower site lease expense due to lower revenue in the United Kingdom as a result of the London bus shelter contract not being renewed.
For the six months ended June 30, 2016, direct operating expenses decreased $11.1 million compared to the same period of 2015. Excluding the $9.7 million impact from movements in foreign exchange rates, direct operating expenses decreased $1.3 million compared to the same period of 2015. The decrease was primarily a result of lower site lease expense due to lower revenue in the United Kingdom as a result of the London bus shelter contract not being renewed, partially offset by higher site lease and production expenses in countries experiencing revenue growth.
Consolidated Selling, General and Administrative (SG&A) Expenses
For the three months ended June 30, 2016, SG&A expenses increased $1.6 million compared to the same period of 2015. Excluding the $0.1 million impact from movements in foreign exchange rates, SG&A expenses increased $1.5 million compared to the same period of 2015. The increase in SG&A expenses was primarily due to higher sales force costs in Australia and France and higher office expenses in the United Kingdom.
For the six months ended June 30, 2016, SG&A expenses increased $1.1 million compared to the same period of 2015. Excluding the $1.9 million impact from movements in foreign exchange rates, SG&A expenses increased $3.0 million compared to the same period of 2015. The increase in SG&A expenses was primarily due to higher sales force and office renovation costs in Australia and the United Kingdom.
Corporate Expenses
For the three months ended June 30, 2016, Corporate expenses increased $2.5 million compared to the same period of 2015. Excluding the $0.5 million impact from movements in foreign exchange rates, corporate expenses increased $3.0 million compared to the same period of 2015.
For the six months ended June 30, 2016, Corporate expenses increased $0.1 million compared to the same period of 2015. Excluding the $0.9 million impact from movements in foreign exchange rates, corporate expenses increased $1.0 million compared to the same period of 2015.
Strategic Revenue and Efficiency Initiatives
Included in the amounts for direct operating expenses, SG&A and corporate expenses discussed above are expenses incurred in connection with our strategic revenue and efficiency initiatives. The costs were incurred to improve revenue growth, enhance yield, reduce costs, and organize each business to maximize performance and profitability. These costs consist primarily of consolidation of locations and positions, severance related to workforce initiatives, consulting expenses and other costs incurred in connection with improving our businesses. These costs are expected to provide benefits in future periods as the initiative results are realized.
Strategic revenue and efficiency costs were $0.9 million and $3.8 million during the three months ended June 30, 2016 and 2015, respectively. Of these costs, $0.6 million are reported within SG&A and $0.3 million are reported within corporate expense for the three months ended June 30, 2016 compared to $0.6 million within direct operating expenses, $0.7 million within SG&A and $2.5 million within corporate expense for the three months ended June 30, 2015.
Strategic revenue and efficiency costs were $1.8 million and $6.6 million during the six months ended June 30, 2016 and 2015, respectively. Of these costs, $0.4 million are reported within direct operating expenses, $1.1 million are reported within SG&A and $0.3 million are reported within corporate expense for the six months ended June 30, 2016 compared to $0.6 million, $1.2 million and $4.8 million, respectively, for the six months ended June 30, 2015.
17
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Depreciation and Amortization
Depreciation and amortization decreased $3.9 million and $9.2 million during the three and six months ended June 30, 2016, respectively, compared to the same periods of 2015 primarily due to the impact of movements in foreign exchange rates and assets becoming fully depreciated or amortized.
Other Operating Income (Expense), Net
Other operating expense, net of $56.1 million and $55.9 million for the three and six months ended June 30, 2016, respectively, primarily related to the loss on the sale of the Turkey business in the second quarter of 2016. The Company recognized a net loss of $56.6 million which includes cumulative translation adjustments of $32.2 million.
Other operating income, net of $0.5 million and $1.3 million for the three and six months ended June 30, 2015, respectively, primarily related to the net gains recognized from the disposal of operating and fixed assets.
Interest Expense, Net
Interest expense, net decreased $6.5 million and $14.0 million during the three and six months ended June 30, 2016, respectively, compared to the same periods of 2015. Interest expense related to the Senior Notes issued in December 2015 was offset by lower average outstanding balances on related party notes payable.
Equity in Earnings (Loss) of Nonconsolidated Affiliates
Equity in loss of nonconsolidated affiliates of $0.6 million and $1.3 million for three and six months ended June 30, 2016, respectively, included the loss from our equity investments.
Equity in loss of nonconsolidated affiliates of $0.8 million and $0.8 million for three and six months ended June 30, 2015, respectively, included the loss from our equity investments.
Income Tax Benefit (Expense)
Our operations are included in a consolidated income tax return filed by iHeartMedia. However, for purposes of our financial statements, our provision for income taxes was computed assuming that we filed separate consolidated income tax returns together with our subsidiaries.
The effective tax rates for the three months ended June 30, 2016 and 2015 were (13.9%) and (2,391.9%), respectively. The effective tax rates for the six months ended June 30, 2016 and 2015 were (13.4%) and (32.9%), respectively. The effective rates were primarily impacted by certain nondeductible interest and other intercompany charges and the Companys inability to benefit from losses in certain jurisdictions. In addition, the effective rates for the three and six months ended June 30, 2016 were impacted by the pre-tax loss from the sale of the Companys outdoor advertising business in Turkey, which is non-deductible for income tax purposes due to the participation exemption on the sale of shareholdings in the jurisdiction of the subsidiary holding company.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The following discussion highlights our cash flow activities during the six months ended June 30, 2016 and 2015:
18
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(U.S. dollars in thousands) | Six Months Ended June 30, | |||||||
2016 | 2015 | |||||||
Cash provided by (used for): |
||||||||
Operating activities |
$ | 23,476 | $ | (13,641 | ) | |||
Investing activities |
(39,854 | ) | (23,512 | ) | ||||
Financing activities |
(1,352 | ) | 39,360 |
Operating Activities
Cash provided by operating activities was $23.5 million during the six months ended June 30, 2016 compared to $13.6 million of cash used during the six months ended June 30, 2015. The increase in cash provided by operating activities is primarily attributed to changes in working capital balances, particularly accounts receivable, which was driven primarily by improved collections.
Investing Activities
Cash used for investing activities of $39.9 million during the six months ended June 30, 2016 primarily reflected capital expenditures of $39.8 million primarily related to new advertising structures such as billboards and street furniture and renewals of existing contracts.
Cash used for investing activities of $23.5 million during the six months ended June 30, 2015 primarily reflected capital expenditures of $22.0 million primarily related to new advertising structures such as billboards and street furniture and renewals of existing contracts.
Financing Activities
Cash used for financing activities of $1.4 million during the six months ended June 30, 2016 primarily reflected the net payments of related parties notes payable of $4.4 million and payments of long-term debt of $1.1 million, partially offset by net transfers from related parties of $4.6 million.
Cash provided by financing activities of $39.4 million during the six months ended June 30, 2015 primarily reflected net transfers from related parties of $39.4 million,
Cash Paid for Interest on Related Party Subordinated Notes Payable and Long-term Debt
During the six months ended June 30, 2016 we made an interest payment of $9.8 million on the 8.75% Senior Notes due 2020. We made no cash interest payments in relation to interest incurred on related party subordinated notes payable or long-term debt during the six months ended June 30, 2015.
Anticipated Cash Requirements
Our primary sources of liquidity are cash on hand and cash flow from operations. Based on our current and anticipated levels of operations and conditions in our markets, we believe that cash on hand and cash flows from operations will enable us to meet our working capital, capital expenditure and other funding requirements. We believe our long-term plans, which include promoting outdoor media spending and capitalizing on our diverse geographic and product opportunities, including the continued deployment of digital displays, will enable us to continue to generate cash flows from operations sufficient to meet our liquidity and funding requirements long term. However, significant assumptions underlie this belief, including, among other things, that we will continue to be successful in implementing our business strategy and that there will be no material adverse developments in our business, liquidity or capital requirements. Our anticipated results are subject to significant uncertainty and may be affected by events beyond our control, including prevailing economic, financial and industry conditions. At
19
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
June 30, 2016, we had $29.5 million of cash on our balance sheet, a portion of which is held by non-wholly owned subsidiaries or is otherwise subject to certain restrictions and not readily accessible to us. Our policy is to permanently reinvest the earnings of our subsidiaries as these earnings generally remain in those jurisdictions for operating needs and continued functioning of their businesses. However, if any excess cash held by us and our subsidiaries were needed to fund operations in the United States, Parent Company has the ability to cause us to make distributions and repatriate available funds.
Our ability to fund our working capital, capital expenditures and other obligations depends on our future operating performance and cash from operations. If our future operating performance does not meet our expectations or our plans materially change in an adverse manner or prove to be materially inaccurate, we may need additional financing. We may not be able to secure any such additional financing on terms favorable to us or at all.
We were in compliance with the covenants contained in our financing agreements as of June 30, 2016.
We frequently evaluate strategic opportunities both within and outside our existing lines of business. We expect from time to time to pursue acquisitions and may decide to dispose of certain businesses. These acquisitions or dispositions could be material.
Cash Management Arrangement
iHeartCommunications provides cash management services to us and Parent Company. It is iHeartCommunications policy to permanently reinvest the earnings of its non-U.S. subsidiaries as these earnings are generally redeployed in those jurisdictions for operating needs and to maintain the continued function of such subsidiaries businesses. The amount of any cash that is distributed is determined on a basis mutually agreeable to us and iHeartCommunications, and not on a predetermined basis. Excess cash from our operations which is distributed to iHeartCommunications is applied against principal or accrued interest on the subordinated notes payable to subsidiaries of Parent Company, including Clear Channel C.V.
Senior Notes
As of June 30, 2016, we had $225.0 million aggregate principal amount outstanding of 8.75% Senior Notes due 2020.
The Senior Notes mature on December 15, 2020 and bear interest at a rate of 8.75% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2016. The Senior Notes are guaranteed by certain of our existing and future subsidiaries. The Senior Notes are senior unsecured obligations that rank pari passu in right of payment to all of our unsubordinated indebtedness, and the guarantees of the Senior Notes are senior unsecured obligations that rank pari passu in right of payment to all unsubordinated indebtedness of the guarantors of the Senior Notes.
We may redeem the Senior Notes at our option, in whole or part, at any time prior to December 15, 2017, at a price equal to 100% of the principal amount of the notes redeemed, plus a make-whole premium, plus accrued and unpaid interest to the redemption date. We may redeem the Senior Notes, in whole or in part, on or after December 15, 2017, at the redemption prices set forth in the indenture plus accrued and unpaid interest to the redemption date. At any time on or before December 15, 2017, we may elect to redeem up to 40% of the aggregate principal amount of the Senior Notes at a redemption price equal to 108.75% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings.
The indenture governing the Senior Notes contains covenants that limit our ability and the ability of our restricted subsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue certain preferred stock; (iii) transfer or sell assets; (iv) create liens on assets; (v) engage in certain transactions with affiliates; (vi) create restrictions on dividends or other payments by the restricted subsidiaries; and (vii) merge, consolidate or sell substantially all of our assets.
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CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Related Party Notes Payable
As of June 30, 2016 and December 31, 2015, we had related party notes payable balances outstanding of $1.0 billion and $1.0 billion, respectively. The unsecured subordinated notes payable are owed to other wholly-owned subsidiaries of Parent Company and bear interest at 0.3%3.4% plus three-month EUR, GBP or USD LIBOR. In December 2015, we entered into an agreement with Clear Channel C.V., whereby we were discharged from our obligations under several related party subordinated notes payable with an aggregate principal amount of $909.5 million (including accrued interest of $29.6 million).
Subsidiary Credit Facilities
Certain of our subsidiaries are the primary borrowers under various credit and overdraft facilities with European banks. These facilities are denominated primarily in Euros. As of June 30, 2016, there was $0.0 million outstanding under these facilities and there were approximately $4.7 million available for borrowings.
Commitments, Contingencies and Guarantees
We are currently involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued our estimate of the probable costs for resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to these proceedings. See BusinessLegal Proceedings.
SEASONALITY
Typically, we experience our lowest financial performance in the first quarter of the calendar year, resulting in a loss from operations in that period. We typically experience our strongest performance in the second and fourth quarters of the calendar year. We expect this trend to continue in the future. Due to this seasonality and certain other factors, the results for the interim periods may not be indicative of results for the full year.
MARKET RISK
We are exposed to market risks arising from changes in market rates and prices, including movements in foreign currency exchange rates and inflation.
On June 23, 2016, the United Kingdom (the U.K.) held a referendum in which voters approved an exit from the European Union (the E.U.), commonly referred to as Brexit. We are currently headquartered in the U.K. and we transact business in many key European markets. The announcement of Brexit caused the British pound currency rate to weaken against the U.S. dollar. Further, Brexit may create global economic uncertainty, which may cause our customers to closely monitor their costs and reduce the amount they spend on advertising. Any of these effects of Brexit, among others, could adversely affect our business, financial condition, operating results and cash flows.
Foreign Currency Exchange Rate Risk
We have operations in several countries in Europe and in Australia, New Zealand and Singapore. Operations in these countries are measured in their local currencies, and our consolidated financial statements are presented in U.S. dollars. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic
21
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
conditions in the foreign markets in which we have operations. We believe we mitigate a small portion of our exposure to foreign currency fluctuations with a natural hedge through borrowings in currencies other than the U.S. dollar. We estimate a 10% increase in the value of the U.S. dollar relative to foreign currencies would have decreased our net loss for the three and six months ended June 30, 2016 by $2.9 million and $6.1 million, respectively. We estimate a 10% decrease in the value of the U.S. dollar relative to foreign currencies during the three and six months ended June 30, 2016 would have increased our net loss for the three and six months ended June 30, 2016 by corresponding amounts.
This analysis does not consider the implications that such currency fluctuations could have on the overall economic activity that could exist in such an environment in the United States or the foreign countries or on the results of operations of these foreign entities.
Inflation
Inflation is a factor in the economies in which we do business and we continue to seek ways to mitigate its effect. Inflation has affected our performance in terms of higher costs for wages, salaries and equipment. Although the exact impact of inflation is indeterminable, we believe we have offset these higher costs by increasing the effective advertising rates of most of our outdoor display faces.
SELECTED ISSUER, GUARANTOR AND NON-GUARANTOR FINANCIAL DATA
Certain of our subsidiaries organized under the laws of Belgium, England and Wales, the Netherlands, Sweden and Switzerland guarantee the Senior Notes. Certain of our subsidiaries organized under the other jurisdictions where we conduct operations do not guarantee the notes. The following tables set forth unaudited selected separate historical financial data for us, the guarantors and non-guarantor subsidiaries for the three and six months ended June 30, 2016 and 2015 and at June 30, 2016 and December 31, 2015. The selected historical financial data for the three and six months ended June 30, 2016 and 2015 and at June 30, 2016 and December 31, 2015 are derived from our unaudited consolidated financial statements and related notes included herein. Historical results are not necessarily indicative of the results to be expected for future periods.
We are not subject to the reporting requirements of the SEC. The financial information included herein is not intended to comply with the requirements of Regulation S-X under the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. Specifically, we have not included any separate financial statements for the guarantors or a footnote to our consolidated financial statements showing financial information for the guarantors and the non-guarantor subsidiaries as would be required if we had registered the Senior Notes with the SEC. The information set forth below will be the only information presenting separate financial data for us, the guarantors and the non-guarantors that you will receive.
You should read the information presented below in conjunction with our historical consolidated financial statements and related notes herein, as well as the section entitled Managements Discussion and Analysis of Financial Condition and Results of Operations.
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CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(In millions) | Three Months Ended June 30, 2016 | |||||||||||||||||||||||
Non-Guarantor Subsidiaries |
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Issuer | Guarantor Subsidiaries |
Europe | Non-Europe (1) | Eliminations | Consolidated | |||||||||||||||||||
Results of Operations Data: |
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Revenue |
$ | | $ | 118.4 | $ | 164.8 | $ | 36.0 | $ | | $ | 319.2 | ||||||||||||
Direct operating, SG&A and Corporate expenses |
0.3 | 103.5 | 143.8 | 30.0 | | 277.6 | ||||||||||||||||||
Depreciation and amortization |
| 8.8 | 12.2 | 3.6 | | 24.6 | ||||||||||||||||||
Other operating (expense) income |
| (0.8 | ) | (55.3 | ) | | | (56.1 | ) | |||||||||||||||
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Operating income (loss) |
$ | (0.3 | ) | $ | 5.3 | $ | (46.5 | ) | $ | 2.4 | $ | | $ | (39.1 | ) | |||||||||
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Other Financial Data: |
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Capital expenditures |
$ | | $ | 6.5 | $ | 7.5 | $ | 6.7 | $ | | $ | 20.7 | ||||||||||||
Six Months Ended June 30, 2016 | ||||||||||||||||||||||||
Results of Operations Data: |
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Revenue |
$ | | $ | 219.3 | $ | 290.1 | $ | 70.9 | $ | | $ | 580.3 | ||||||||||||
Direct operating, SG&A and Corporate expenses |
0.4 | 197.1 | 273.0 | 59.0 | | 529.5 | ||||||||||||||||||
Depreciation and amortization |
| 17.0 | 24.7 | 6.9 | | 48.6 | ||||||||||||||||||
Impairment |
| | | | | | ||||||||||||||||||
Other operating (expense) income |
| (0.9 | ) | (55.0 | ) | | | (55.9 | ) | |||||||||||||||
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Operating income (loss) |
$ | (0.4 | ) | $ | 4.3 | $ | (62.6 | ) | $ | 5.0 | $ | | $ | (53.7 | ) | |||||||||
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Other Financial Data: |
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Capital expenditures |
$ | | $ | 14.7 | $ | 12.3 | $ | 12.8 | $ | | $ | 39.8 | ||||||||||||
Balance Sheet Data (at end of period): |
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Cash and cash equivalents |
$ | 0.8 | $ | 14.6 | $ | 9.3 | $ | 4.8 | $ | | $ | 29.5 | ||||||||||||
Current assets |
0.8 | 138.9 | 214.2 | 55.1 | | 409.0 | ||||||||||||||||||
Property, plant and equipment, net |
| 110.4 | 162.4 | 58.3 | | 331.1 | ||||||||||||||||||
Intercompany assets |
(210.3 | ) | 397.2 | 196.8 | 46.4 | (430.1 | ) | | ||||||||||||||||
Total assets |
(209.5 | ) | 1,019.1 | 705.7 | 198.3 | (430.1 | ) | 1,283.5 | ||||||||||||||||
Current liabilities |
0.9 | 145.6 | 210.6 | 29.6 | | 386.7 | ||||||||||||||||||
Long-term debt, less current maturities |
214.9 | | | 6.8 | | 221.7 | ||||||||||||||||||
Related party subordinated notes payable |
| 1,011.6 | | | | 1,011.6 |
(1) | Includes subsidiaries organized under the laws of Australia, New Zealand and Singapore and certain other immaterial or dormant subsidiaries. |
23
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(In millions) | Three Months Ended June 30, 2015 | |||||||||||||||||||||||
Non-Guarantor Subsidiaries |
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Issuer | Guarantor Subsidiaries |
Europe | Non-Europe (1) | Eliminations | Consolidated | |||||||||||||||||||
Results of Operations Data: |
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Revenue |
$ | | $ | 124.2 | $ | 161.2 | $ | 33.1 | $ | | $ | 318.5 | ||||||||||||
Operating expenses |
0.2 | 105.9 | 138.9 | 28.3 | | 273.3 | ||||||||||||||||||
Depreciation and amortization |
| 10.9 | 15.2 | 2.4 | | 28.5 | ||||||||||||||||||
Impairment |
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Other operating (expense) income |
| 0.4 | 0.2 | | | 0.6 | ||||||||||||||||||
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Operating income (loss) |
$ | (0.2 | ) | $ | 7.8 | $ | 7.3 | $ | 2.4 | $ | | $ | 17.3 | |||||||||||
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Other Financial Data: |
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Capital expenditures |
$ | | $ | 5.3 | $ | 7.9 | $ | 0.6 | $ | | $ | 13.8 | ||||||||||||
Six Months Ended June 30, 2015 | ||||||||||||||||||||||||
Results of Operations Data: |
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Revenue |
$ | | $ | 238.3 | $ | 288.4 | $ | 65.8 | $ | | $ | 592.5 | ||||||||||||
Operating expenses |
0.2 | 211.1 | 271.1 | 57.0 | | 539.4 | ||||||||||||||||||
Depreciation and amortization |
| 21.2 | 31.4 | 5.2 | | 57.8 | ||||||||||||||||||
Impairment |
| | | | | | ||||||||||||||||||
Other operating (expense) income |
| 0.7 | 0.6 | | | 1.3 | ||||||||||||||||||
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Operating income (loss) |
$ | (0.2 | ) | $ | 6.7 | $ | (13.5 | ) | $ | 3.6 | $ | | $ | (3.4 | ) | |||||||||
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Other Financial Data: |
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Capital expenditures |
$ | | $ | 8.2 | $ | 12.8 | $ | 1.0 | $ | | $ | 22.0 | ||||||||||||
Balance Sheet Data (at December 31, 2015): |
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Cash and cash equivalents |
$ | 2.0 | $ | 19.2 | $ | 15.4 | $ | 11.3 | $ | | $ | 47.9 | ||||||||||||
Current assets |
1.9 | 174.9 | 232.2 | 58.5 | | 467.5 | ||||||||||||||||||
Property, plant and equipment, net |
| 113.7 | 179.9 | 49.5 | | 343.1 | ||||||||||||||||||
Intercompany assets |
(157.2 | ) | 402.2 | 190.5 | 45.4 | (480.9 | ) | | ||||||||||||||||
Total assets |
(155.2 | ) | 1,067.8 | 727.6 | 188.0 | (480.9 | ) | 1,347.3 | ||||||||||||||||
Current liabilities |
0.9 | 173.0 | 215.0 | 28.1 | | 417.0 | ||||||||||||||||||
Long-term debt, net of current maturities |
222.0 | | | | | 222.0 | ||||||||||||||||||
Related party subordinated notes payable |
| 986.1 | | | | 986.1 |
(1) | Includes subsidiaries organized under the laws of Australia, New Zealand and Singapore and certain other immaterial or dormant subsidiaries. |
FORWARD LOOKING STATEMENTS
This document includes forward-looking statements. Forward-looking statements include statements concerning future events or our future financial performance that is not historical information. Words such as estimates, expects, anticipates, projects, plans, intends, believes, forecasts and variations of such words or similar expressions that predict or indicate future events or trends, or that do not relate to historical matters, identify forward-looking statements. All forward-looking statements attributable to us apply only as of the date hereof. Our expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that managements expectations, beliefs and projections will result or be achieved. Uncertainties and other factors that could cause actual results to differ materially from our expectations include, but are not limited to:
24
CLEAR CHANNEL INTERNATIONAL B.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
| risks associated with weak or uncertain global economic conditions and their impact on the capital markets, including any impact as a result of Brexit; |
| industry conditions, including competition; |
| legislative or regulatory requirements; |
| restrictions on outdoor advertising of certain products; |
| our dependence on Clear Channel Outdoor Holdings, Inc.s management team and key individuals; |
| regulations and consumer concerns regarding privacy and data protection; |
| the possibility of a breach of our security measures; |
| environmental, health, safety and land use legislation and regulations; |
| risks of doing business in multiple jurisdictions; |
| fluctuations in exchange rates and currency values; |
| our ability to obtain or retain key concessions and contracts; |
| risks associated with many factors, including technological, general economic and political conditions in the countries in which we currently do business; |
| the risk that we may not be able to integrate the operations of acquired businesses successfully; |
| the restrictions imposed by the financing agreements of iHeartCommunications, Inc. and Clear Channel Outdoor Holdings, Inc.; and |
| the restrictions imposed by other operating agreements between iHeartCommunications, Inc. and Clear Channel Outdoor Holdings, Inc. |
The foregoing factors are not exhaustive and new factors may emerge or changes to the foregoing factors may occur that could impact our business. Except to the extent required by law, we undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.
25